STATUTE OF BAWP
- GENERAL CONDITIONS
Art. 1 (1) The Association is a legal entity separate from its members, established according to the provisions in the Non-Profit Legal Entities Act, the Articles of Association and the decisions of the inaugural meeting.
- The Association is responsible for its obligations with its assets.
- The members of the Association are not responsible for the obligations of the association.
(2) The Association is a voluntary, independent, non-political organisation, uniting on a voluntary basis individuals and legal entities who accept its Articles of association and its purpose.
(3) The Association is a non-profit legal entity carrying out activities in the public interest.
(4) Every written statement on behalf of the Association shall include its name, registered head office, business address , registration information, including UIC.
Art. 2 (1) The name of the Association is ‘БЪЛГАРСКА АСОЦИАЦИЯ НА ВИНЕНИТЕ ПРОФЕСИОНАЛИСТИ’, abbreviated БАВП. The name of the association can be written in English as follows: ‘BULGARIAN ASSOCIATION OF WINE PROFESSIONALS’ (BAWP)
(2) The registered head office of the Association is in Plovdiv, Republic of Bulgaria,
(3) The business address of the Association is: 2 Emil de Lavele Str. office 2, Plovdiv, Republic of Bulgaria.
Art. 3 The Association is not limited by a term or other termination condition.
- OBJECTIVES, INSTRUMENTS AND ADDITIONAL BUSINESS ACTIVITIES OF THE ASSOCIATION
Art. 4 The Association has the following objectives:
(amended by а resolution of the General Assembly [GA] on 9 March 2021) To unite the members of the "BULGARIAN ASSOCIATION OF WINE PROFESSIONALS" - with the purpose of building a community for the protection of the professional, intellectual, social and material interests of wine professionals.
(2) To work for the strengthening of the professional and public prestige of people working in the wine sector.
(3) (amended by а resolution of the GA on 9 March 2021) To assist and encourage the development, promotion, and support of Bulgarian wines, as well as to enhance wine culture and knowledge of the community linked to the wine sector.
(4) (amended by а resolution of the GA on 9 March 2021) To drive the increase of its members’ qualifications and support their professional development with the aim of popularising the mission of the association.
(5) To act in cooperation with the relevant public authorities in relation to the development of the wine sector and the increase of the qualification of people working with and offering wine.
(6) To maintain international relations with similar associations as well as with international governmental and non-governmental bodies and institutions.
(7) To develop, as a common value, loyal economic competitiveness of the professional environment, achieved through high quality of knowledge, innovation, scientific research and applied knowledge.
(8) To support and encourage the development of education in the field of viticulture and winemaking and to increase the opportunities for acquiring knowledge and qualification skills of students in this sector - prioritizing the work with young people.
Art. 5 The Association shall attain its objectives through the following instruments:
- Cooperation with organisations, institutions and individuals in Bulgaria and abroad for timely exchange of information.
- Organisation of seminars, conferences and other national and international forums.
- Publication and distribution of materials in its field of activity.
- Establishment and development of training units.
- Organizing civic initiatives for dialogue with local authorities
- Promoting the objectives and results of the Association’s activities through all means of publicity.
- Other activities vested to its competence permitted by the law.
Art. 6 (1) Scope of activities of the Association: providing informational, organisational, and technical activities related the Association’s objectives; supporting the advancement of viticulture and winemaking in the country; developing a r publishing, educational and information sharing network; encouraging and developing wine culture and wine education.
(2) The Association does not set political, ideological or religious objectives, nor will it carry out and support activities linked to discrimination, xenophobia, racism, violation of human rights and freedoms, as well as activities that lead to the restriction of democratic principles of social order.
Art. 7 (1) The Association carries out additional business activities which are related to the main scope of activities of the Association, whereby any profit is used for the realisation of the objectives set in these Articles of Association as follows:
a/ provision of consultations, performing analyzes related to the main activity of the Association
b/ provision of long-term fixed assets;
c/ preparation, publishing and distribution of digital content in relation to the objectives of the Association;
d/ organisation of training programmes, conferences and seminars;
e/ intermediary activities;
f/ other activities vested to its competence by virtue of the law.
Art. 8 (1) The property of the Association comprises funds in national (BGN) and foreign currency, property rights - movable, immovable and intellectual property, receivables and other factual relations in the country or abroad.
(2) The funds of the Association are kept and audited in accordance with the legislation.
Art. 9 (1) The property of the Association comprises its own resources acquired through membership fees, projects and contracts for the implementation of activities, and donations.
(2) The amount of the membership fee shall be set by the managing board.
(3) Bulgarian and foreign individuals and legal entities may set conditions for their donations should they wish to establish an award, scholarship, a specialised fund, etc.
(4) The Association shall refuse donations or inheritance awarded under unacceptable conditions or against the law, the principles of morality or these Articles of Association, as well as donations by anonymous donors.
(5) Profits from the management of property of the Association.
(6) Profits from the business activity of the Association.
(7) The management and disposal of the Association’s property is carried out by the managing board or by authorised individuals in accordance with the legislation and the conditions of these Articles of Association. This shall ensure the preservation and increase of the property, taking into account the financing of the non-profit objective of the Association.
(8) The Association does not allocate profit.
- STATUTORY BODIES
Art. 10 The statutory bodies of the Association shall be:
- General Assembly
- Managing board
- Chairman of the board
- Executive secretary
Art. 11 The General Assembly of the Association is its supreme governing body consisting of all its members.
Art. 12 Powers of the General Assembly:
- Amendment and supplement of the Statute.
- Adoption of long-term plans, programmes and other decisions for the attainment of the Association’s objectives.
- Adoption of the budget of the Association and related amendments by the Managing Board.
- (amended by а resolution of the GA on 9 March 2021) Appointment, dismissal and release from the responsibility of the Managing Board and its Chairman.
- Passing resolutions on the Association’s participation in other organisations and on merger with other associations or organisations.
- Passing resolutions on winding-up of the Association and on allocation of its property after the wind-up.
- Passing resolutions on setting up branches of the Association in the country and abroad.
- Discussion and approval of annual financial statements and report of activities of the Managing Board and release its members from responsibility.
- Annual resolutions of other bodies of the Association that are contrary to its Statute or the law.
Art. 13 A regular General Assembly shall be held once a year. It shall be convened by the Managing Board.
- The General Assembly may be convened at the request of 1/10 of its members. In case of refusal by the Management Board to perform the actions necessary for its convening, the statutory terms shall apply.
- The General Assembly shall be convened by written notice sent by the Chairman of the Managing Board at least 30 days before the date of its holding. The notice shall include the agenda, date, time and place of the meeting.
Art 14 The General Assembly is valid if more than half of its members are present. In the absence of quorum at the announced date and time, it shall be postponed by one hour with the same agenda. That session shall be valid regardless of the number of members represented.
- The members of the Association have voting rights at the General Assembly. Proxy voting may not be allowed.
- Resolutions of the General Assembly shall be passed by a simple majority, except for resolutions on para. 1 and para. 2 of Art. 12 which shall require a majority of ⅔ and for resolutions on para. 6 of Art. 12 which shall require a majority of 3/4.
- Matters outside the initially adopted and announced agenda shall not be discussed.
- The General Assembly shall be minuted and the minutes shall be signed by the Chairman of the Managing Board and the minutes recorder.
Art. 15 (1) The Managing Board is elected for a period of one year. Any member of the Association that significantly contributes to its objectives may be a member of the Managing Board.
- (amended by а resolution of the GA on 9 March 2021) The Managing Board shall consist of nine members.
(1) (amended by а resolution of the GA on 9 March 2021) The Managing Board shall elect an Executive secretary.
(2) (amended by а resolution of the GA on 9 March 2021) The mandate of the Managing Board’s members and the Chairman shall be terminated upon the announcement of the newly elected members and Chairman. The Operational mandate of the Executive Secretary is not tied to the mandate of the Managing Board, the Executive Secretary may continue to be in charge during the mandate of the next Managing Board, unless the latter explicitly terminates his mandate.
Art 17 Meetings of the Managing Board shall be convened by the Chairman by sending written notice at least one month prior to the date of the meeting. The notice shall contain a proposed agenda. In exceptional cases meetings may be convened by phone on e-mail.
- The meeting is valid if it is attended by more than half of the members of the Managing Board.
- Members may also be attending through a two-way connection via phone or other means of communication that guarantees identification of their identity and allows their participation in the discussion and decision-making process.
- Resolutions shall be passed by a majority of all members.
- Meetings of the Managing Board are held at least once every three months.
- The Managing Board shall draw up procedural rules for its work.
- The Managing Board shall adopt an ethical code.
Art. 18 Competence of the Managing Board:
- Ensured the implementation of the General Assembly.
- Passes resolutions for the management of the Association’s property and approves any disposition of movable property and other rights.
- Drafts a budget proposal and presents it to the General Assembly; approves ongoing budget amendments.
- Drafts a report of activities and presents it to the General Assembly.
- Stores and keeps the documentation of the Association.
- Provides operational management of the Association.
- Determines the need, number and type of partners of the Association and their remuneration.
- Approves and expels members of the Association.
- (amended by а resolution of the GA on 9 March 2021) Appoints and dismisses an Executive secretary.
- Determines internal rules by a majority of 2/3 of its members.
- Establishes funds and subsidiary bodies.
- Passes resolutions for convening a General Assembly upon proposal by the Chairman of the Managing Board.
- Passes resolutions on all matters that by law or according to the Statute fall outside the powers of other bodies.
Art. 19 The early dismissal of a member of the Managing Board shall be done by a resolution of the General Assembly at his/her request in writing or following a reasoned request to the Chairman by a member of the Association.
Art. 20 The Chairman of the Managing Board shall represent the Association.
Art. 21 Powers of the Chairman of the Association:
- Convenes meetings of the Managing Board.
- Manages the work of the Association in between sessions of the Managing Board according to the resolutions of the General Assembly of the Managing Board.
- Represents the Association before third parties, including local and foreign individuals and legal entities, the state and its government bodies and institutions, and international organisations.
- Chairs the meetings of the Managing Board and the General Assembly.
- Implements the budget of the Association and makes proposals for its amendment.
- Opens and closes bank accounts of the Association and disposes of the funds.
- Appoints and dismisses any employees of the Association.
- Reports his/her activities to the Managing Board.
- In his/her absence, may delegate these functions to the Executive secretary.
Art. 22 The Executive secretary:
- Organises and carries out the operational management of the Association’s activities.
- (amended by а resolution of the GA on 9 March 2021) Coordinates his/her activities with the Chairman of the Association and reports to the Chairman and the Managing Board.
- Directly manages the employees of the Association.
- Is responsible for accurate and regular accounting.
- Organises the implementation of the resolutions of the Managing bodies of the Association.
- (adopted by а resolution of the GA on 9 March 2021) Represents the Association - with explicit authorisation by Chairman - before state and municipal bodies, related organisations, and banking and financial institutions, in the implementation of the decisions of the General Assembly and the Managing Board.
Art. 23 Each member of the Managing Board has the right of access to the archive.
Art. 24 The Association may set up and close down branches in Bulgaria and abroad.
Art. 25 The branches shall not be legal entities; they shall be managed by a manager appointed by the Chairman of the Association.
Art. 26 The branches shall keep a report of activities; the manager shall present an account of activities and expenses to the Chairman of the Association at least twice a year.
- MEMBERSHIP, RIGHTS AND RESPONSIBILITIES OF THE MEMBERS OF THE ASSOCIATION
Right to membership
Art. 27 (1) Member of the association may be any wine professional and any capable individual that allies his/her knowledge and professional skills with the process of establishing wine culture in Bulgaria, supporting the recognition of Bulgarian wines abroad and that accepts this Statute.
- Membership in the Association shall be individual and voluntary.
Acquisition of membership
Art. 28 Membership shall be acquired by a resolution of the Managing Board taken by a simple majority after a proposition by a member of the Association.
Immediately after approval of membership by the Managing Board, the new member shall pay the Association an entry fee that is equal to the set annual membership fee.
(3) The Managing Board of the Association shall hold meetings for the admission of new members at least once a year.
(4) Candidates shall submit a written application form to the Managing Board in which they declare that they are familiar with and accept the provisions of the Statute and the regulation for admission of new members and that they will perform their membership obligations as regulated in these documents. The application form shall include all individual information of the candidates.
Art. 29 All members of the Association have equal rights.
Art. 30 Every member of the Association has the following rights:
- To participate freely in the Association’s general activity.
- To vote and to be elected in the managing and subsidiary bodies of the Association.
- To receive information regarding the activities of the Association.
- To use the funds for creative support and materials of the Association.
- To make proposals to the managing bodies of the Association.
- To participate in the management by exercising their right to vote during General Assembly.
- To make use of the results of the Association activities according to the provisions of this Statute.
Art. 31 Every member of the Association has the following obligations:
- To follow the provision of this Statute.
- To implement the resolutions taken by its bodies.
- To observe professional and collegial ethics in accordance with the Code of Ethics adopted by the Managing Board.
- To work for the achievement of the Association's objectives.
- To protect the authority of the Association.
- To pay in a timely manner the property contributions (membership fee) as set in this Statute.
Transferable and non-transferable rights
Art. 32 (1) The right to membership in the Association shall be non-transferable and shall not pass to another individual, including by inheritance.
(2) Only the property rights arising from or related to the membership in the Association in case of liquidation are inheritable.
(3) A member of the Association may pass to a third person only the property rights acquired in case of liquidation of the Association based on the membership in association “BULGARIAN WINE PROFESSIONALS ASSOCIATION”.
Art. 33 (cancelled by a decision of the General Assembly of 09.03.2021)
Art. 34 (1) The membership in the Association can be terminated:
- With a unilateral written statement of intent addressed to the Managing Board.
- In case of death or placing the member of the Association under full ban.
- Upon termination of the Association as a legal entity and its deletion from the company’s register.
- In case of resignation of the member due to non-payment of the established property contributions.
(2) The grounds for resignation under the previous paragraph shall be supported by documents. The Managing Board is competent to take the decision to terminate the membership of the respective member of the Association.
(3) The resigned members under par. 1, item 4 may restore their membership with an application to the Management Board and payment of the due contributions.
Art. 35 (1) The decision for an expulsion of a member of the Association is taken by the Managing Board.
(2) The grounds for expulsion are:
- Gross or systematic violation of the Statute, the Ethics Code or discrediting the Association and its prestige with improper behavior in society or in front of state, municipal and public institutions, as well as by causing material damages to the Association.
- Manifestations and actions against the rights and interests of the Association.
- Conviction with an effective sentence for an intentional crime of a generic nature.
(3) In case of minor violations, the Managing Board shall send a notice to the respective member claiming their termination. In case the violations are not stopped, the Managing Board shall decide for expulsion.
Consequences of dropping out and expulsion of a member of the Association
Art. 36 In case of dropping out and expulsion, the “BULGARIAN ASSOCIATION OF WINE PROFESSIONALS” does not owe a return of the material contributions made by the person who terminates his membership, nor does it owe it to his heirs. The expelled member owes payment of the due contributions to the Association until the entry into force of the decision of the Managing Board for his expulsion.
Art. 37 (1) The association is terminated:
- By decision of the General Assembly.
- By decision of the court, in the cases determined by the law.
Art. 38 Upon termination of the Association, liquidation is carried out, for which the provisions of the Law on Non-Profit Legal Entities apply.
- OBLIGATION TO KEEP DOCUMENTATION
Art. 39 (1) The association is obliged to keep a protocol book for the decisions taken by the Managing Board.
(2) The association prepares an annual report for its activity.
- TRANSITIONAL AND FINAL PROVISIONS
Art. 40 Amendments and supplements to the Articles of Association are made by the General Assembly.
Art. 41 The rules of the Non-profit Legal Entities Act and all other normative acts in force in the Republic of Bulgaria shall apply to all issues not settled in this Statute.
Чл. 42 Този Устав е приет с Учредителен акт на 30.01.2020 година при учредяването на Сдружението. Този Устав е изменен с решение на Общото събрание на сдружението, проведено на 09.03.2021 година.