MEMORANDUM AND ARTICLES

MEMORANDUM AND ARTICLES OF NON-PROFIT ORGANIZATION

"BULGARIAN ASSOCIATION OF MEDICAL DEVICES ENTERPRENEURS"

 

 

І. GENERAL TERMS AND CONDITIONS

 

Status:

Art. 1. (1) "Bulgarian Association of Medical Devices Entrepreneurs" Non-Profit Organization, hereinafter referred to as the Association, shall be a legal entity, established under the provisions of the legislation of the Republic of Bulgaria, which shall carry out activity in private interest of its members and it shall be registered in accordance with the provisions of the Non-Profit Legal Entities Act ("the NPLEA").(

(2) The Association shall be an independent legal entity, separate from its members and it shall be liable for its obligations with its property.

 

Name:

Art. 2. (1) The Association shall carry out its activity under the follwing name: "Bulgarian Association of Medical Devices Entrepreneurs" Non-Profit Organization, which may additionally be written in English, as follows: Bulgarian Association of Medical Devices Entrepreneurs.

(2) Each written statement on behalf of the Association shall include its name, headquarters and registered address, registration data, including BULSTAT No.

(3) The Association shall elaborate its logo, stamp and badge.

 

Headquarters and registered address

Art. 3. The headquarters of the Association shall be in the city of Sofia, and its registered address shall be at 114 Manastirski Livadi Residential Quarters, BOKAR, Eurocentre Building, right wing, 3 floor, Triaditsa Region, city of Sofia.

 

Purposes

Art. 4. The general purposes of the Association shall be, as follows:

1. Protection of the interests of the wholesale importers, as well as the manufacturers of medical devices and consumables on the Bulgarian market; cooperation in developing loyal and transparent commercial relations in the business branch.

2. Undertaking measures to harmonization of the commercial practice in Bulgaria with the good practices in the European Union.

3. Drawing up motions to amendments and supplements of the legislation, stipulating the commercial activity with medical devices and consumables.

 

Means of Achieving the Purposes'

Art. 5. Means, by which the Association shall achieve its purposes, shall be, as follows:

1. Adoption of programmes to working and establishing research units for particular problems;

2. Organization of forums, meetings, seminars and other forms for information and training dissemination;

3. Establishing contacts with Bulgarian and international organizations and persons, the activity of which is included in the Association's sphere of activity.

4. Preparation and distribution of information materials, connected with various problems of improvement the human health and working capacity.

5. Providing consultations to its members and third parties;

6. Participation in specialized programmes of the EU for Bulgaria.

 

Subject of Activity

Art. 6. The Association shall focus its efforts in the following general directions:

1. Collection and distribution of information about novelties on the market of medical devices and consumables;

2. Dissemination of information about requirements and practices regarding carrying out commercial activity with medical devices and consumables in the European Union and its member-states;

3. Establishing good practices in the commercial activity with medical devices and consumables;

4. Representation before any governmental (state) and municipal bodies and organizations with regard to the general interests of the wholesale importers of medical devices and consumables on the Bulgarian market;

5. Representation before similar associations and organizations outside Bulgaria.

 

Term

Art. 7. The Association shall not be limited by any term.

 

 

ІІ. MEMBERSHIP

 

Members

Art. 8. The members of the Association shall be legally capable Bulgarian legal entities and sole traders, which carry out wholesale import and/or manufacturing of medical devices and consumables and wish to contribute to achieving the Association's purposes.

 

Acquisition of Membership

Art. 9. (1) The membership in the Association shall be voluntary.

(2) The relevant applicant shall submit a written application to the chairman of the Managing Board; in the application, the applicant shall declare that he/she/it is acquainted with and accepts the terms and conditions, stipulated herein. All applicants, which are legal entities, shall enclose copies of the documents of their registration and resolution of their managing bodies to their applications, submitted for membership in the Association.

(3) The chairman of the Managing Board shall present mandatory the application to be voted by the next General Meeting. The membership shall be acquired on the date, when the General Meeting's resolution is passed by majority of 50% + 1 vote.

 

Members' Rights

Art. 10. The members of the Association shall have the following rights:

1. Participation in the management of the Association;

2. Being informed about the Association's activity;

3. Using the Association's property to the extend, which such use is connected with exercising activities and functions of its bodies to or such ones, which are assigned by resolution passed by those bodies;

4. Using the benefits, resulting from the Association's activity in accordance with the terms and conditions of these Memorandum and Articles of Association;

5. To be assisted for protection of their interests.

 

Members' Obligations

Art. 11. The Association's members shall:

1. Observe the provisions of these Memorandum and Articles of Association and perform the resolutions passed by the General Meeting;

2. Participate in the Association's activity and work for achievement of its purposes;

3. Raise the Association's authority, assist in increasing of its property and carry out no acts or omissions, which are contrary to its purposes and discredit it;

4. Pay in due time any and all membership fees and property contributions, provided for in these Memorandum and Articles of Association.

 

Art. 12. The membership rights and obligations, save the property ones, shall not be subject to assignment.

 

Art. 13. All members shall have property obligations to the Association only regarding payment of the membership fees due and property contributions. The creditors of the Association shall not be entitled to lay any property claims to any members, should those claims be based on obligations of the Association.

 

Termination of Membership

Art. 14. Membership in the Association shall be terminated, as follows:

1. By unilateral written statement submitted to the Managing Board of the Association;

2. On death or complete judicial disability or wind up of the legal entity - member of the Association;

3. On expel;

4. On drop out, resulting from a failure to pay the property contributions due or consistent failure to participate in the Association's activity;

5. On wind up of the Association.

(2) The resolution to expel shall be passed by the General Meeting with 2/3 majority of the members present at the General Meeting on the grounds of a report by the Managing Board in case of guilty behaviour, resulting in incompatibility of further participation.

(3) Drop out shall be available in the following cases:

1. Constant failure to participate in the activity without reasonable grounds for a period exceeding one year;

2. Failure to pay the membership fee or property contribution without reasonable grounds and the delay is longer than 5 months;

(4) The resolution to dropping out shall be passed by the Managing Board, based on a written report by the president of the Managing Board; written evidence shall be enclosed thereto, demonstrating the circumstances under Para. 3; the resolution shall be subject to appeal before the General Meeting of the Association within 14-day term, reckoned from its announcement.

(5) Any person, the membership of which is terminated, shall neither be entitled to claim part of the Association's property, nor reimbursement of their property contributions or membership fees already paid.

 

Honorary Membership

Art. 15. (1) Upon resolution passed by the General Meeting, based on a motion of the Managing Board, any person may be appointed as a honorary member of the Association; that person shall have demonstrated contribution to the development of the medicine and/or public healthcare services. Written consent of the applicant to become a honorary member shall be enclosed to the motion of the Managing Board.

(2) The honorary member shall be entitled to participate in the General Meeting of the Association with right to a deliberative vote.

(3) Should he/she be invited, the honorary member may participate in the meetings of the Managing Board.

(4) The honorary member shall not due payment of membership fees and any other property contributions to the Association.

(5) The honorary member shall observe these Memorandum and Articles of Association and assist in improvement of the Association's good name.

 

 

ІІІ. PROPERTY

 

Property

Art. 16. The property of the Association shall include the right to ownership (title) and other property rights to movables and real properties, receivables and other rights in accordance with the legislation in force.

 

Sources of Funds

Art. 17. The Association shall raise its property from:

1. Affiliation fees, membership fees and property contributions of the Association's members;

2. Donations and sponsorship by natural persons and legal entities;

3. Income from property's management;

4. Incomes from economic activity.

 

Membership Fee

Art. 18. (1) The General Meeting shall determine the type and amount of the membership fees due by the members, as well as the affiliation fees of the newly admitted members, regularity of the fees and dates for their payment.

(2) The Constituent Assembly shall determine the affiliate fees of the founders, as well as the membership fees for the first year.

(3) In exceptional cases, the General Meeting shall be entitled to pass resolutions to property contributions of the Association's members. The amount of that contribution and term of its payment, as well as whether that contribution shall be subject to repayment, shall be stipulated by the resolution.

(4) The membership fees and the property contributions shall be paid by a bank transfer or they shall be paid in the cash-desk of the Association.

 

Economic Activity

Art. 19. (1) The Association shall be entitled to carry out supplementary economic activity, as follows:

1. Conducting paid seminars, consultations, training courses and other forms of training and exchange of information regarding any problems and methods of strengthening the health;

2. Editing printed matters on topics, which are conected with the Association's subject of activity;

3. Elaboration of computer, radio and TV programmes, connected with the Association's subject of activity;

4. Organization of specialized trade exhibitions of medical devices and consumables and rendering assistance to its members, should the latter participate in such exhibitions.

(2) The Association shall not carry out economic activity, which is not connected with the subject of the general activity, stipulated herein.

(3) All incomes received from the Association's economic activity shall be used for achieving the purposes, stipulated in Art. 4 herein. The Association shall not allocate profit.

 

Spending Property:

Art. 20. (1) The Association shall be entitled to use its property for the activities, directed to achievement of the purposes, stipulated herein.

 

 

ІV. MANAGING BODIES

 

Bodies

Art. 21. (1) The bodies of the Association shall be, as follows: the General Meeting, the Managing Board and the Control Committee.

(2) A single person shall not be entitled to be simultaneously a member of the Managing Board and the Control Committee.

 

General Meeting

Art. 22. (1) The General Meeting shall be the supreme body of the Association.

(2) The General Meeting shall be a collective body and it shall consist of all members in the Association. All legal entities shall participate in the General Meeting through the persons, which represent those legal entities or through any other persons, who shall be explicitly authorised.

(3) Each member shall be entitled to one vote.

(4) Any member in the Association may be represented in the General Meeting by any other member of the Association, should the latter be explicitly authorised. The relevant proxy shall not be entitled to authorise any other third parties with his/her rights.

(5) Proxies shall be entitled to represent maximum 3 (three) members at the General Meeting.

(6) The General Meeting shall:

1. Amend and supplement the Memorandum and Articles of Association;

2. Adopt the bylaws and rules on carrying out the Association's activity;

3. Appoint and dismiss the president and members of the Managing Board;

4. Appoint and dismiss the members of the Control Committee;

5. Pass resolution to accepting and expelling members of the Association;

6. Pass resolution to participation in other organizations;

7. Pass resolution to reorganizing or wind-up  of the Association;

8. Approve the general directions and the programme of the Association's activity;

9. Approve the budget of the Association;

10. Pass resolution to paying property contributions by the members and determine their amount;

11. Approve the report of the activity of the Managing Board;

12. Rescind resolutions of the Managing Board, which are contrary to the law, the Memorandum and Articles of Association and the bylaws;

13. Release from liability the members of the Managing Board;

14.Pass resolutions regarding any other matters, which are in its competence under the law or the Memorandum and Articles of Association.

 

General Meeting's Call

Art. 23. (1) The General Meeting shall be called by the Managing Board of the Association not less than two times per annum. The General Meeting shall be held at the Association's registered address at the headquarters of the Association or at any other appropriate premises in the inhabited place, where the headquarters of the Association are located.

(2) The Managing Board shall notify the members about its intent to call the General Meeting; the Managing Board shall make them acquainted with the draft agenda and provide them with the opportunity to suggest any changes to the draft agenda.

(3) One third of the members of the Association shall be entitled to request from the Managing Board to call the General Meeting; should the Managing Board fail to submit a written call within 1-month term, reckoned from the date of the written request, the General Meeting shall be called by the Court, in which jurisdiction the headquarters of the Association are - on written request by the interested members or by any other person authorised by them.

(4) Any call for calling the General Meeting shall be in writing and shall contain the agenda, time and place for conducting the General Meeting, as well as indications about the persons, who initiated calling the General Meeting. The call shall be promulgated in the "State Gazette" and it shall be put at a place for notifications at the registered address of the Association at least 1 month prior to the date of the meeting.

(5) Any written materials, connected with the agenda of the General Meeting, shall be placed at the disposal of the members at the Association's registered address.

 

Quorum:

Art. 24. (1) The General Meeting shall be in session, should more than half of its members be present. The persons present shall appoint a chairman of the meeting and the latter shall verify the availability of a quorum.

(2) Should there be no quorum, the meeting shall be adjourned to one hour later at the same place and the same agenda; it shall be a regular meeting nothwithstanding the number of the members present.

(3) The quorum shall be ascertained by the chairman of the meeting by a list, where names of the members present and their representatives are listed; the list shall be signed by them, certified by the chairman and the secretary of the meeting and it shall be enclosed to its minutes of the meeting.

 

Resolutions:

Art. 25. (1) Resolutions of the General Meeting shall be passed by a simple majority (50% + 1 vote) of the persons present, as far as the law or these Memorandum and Articles of Association stipulate otherwise.

(2) Resolutions under Art. 22, Para. 6, Items 1 and 7 shall be passed by majority of 2/3 of the persons present.

(3) On voting, each member of the Association shall be entitled to one vote.

(4) The General Meeting shall not pass any resolutions, which are not included in the agenda, announced in the call of the relevant meeting.

 

Conflict of Interests:

Аrt. 26. Members of the Association or their representative shall not be entitled to vote on passing resolutions, referring to:

1. Him/her, his/her spouse or any relative in direct line of descent - without limitations, the lateral branch of the family - to 4 level, or relationship by marriage  - to second level inclusive;

2. Вegal entities, which he/she is a manager of or he/she may impose or hinder passing of any resolutions.

 

Minutes:

Art. 27. (1) Minutes shall be kept for each meeting of the General Meeting; the Minutes shall be certified by the chairman and the person, who has prepared the Minutes; they shall be responsible for the contents of the Minutes.

(2) The Minutes, including the list of the persons present attached thereto, as well as the written materials regarding the General Meeting's call and conducting, shall be filed in a special book.

(3) Each member, who was present at the General Meeting, shall be entitled to watch for the accurate reflection of the meeting and the resolutions passed by the General Meeting in the Minutes.

(4) Each member of the Association shall be entitled to get acquainted with the Minutes of any General Meeting's session, which he/she has not attended.

(5) The Managing Board shall send by e-mail or fax a copy of the Minutes of the General Meeting to all members of the Association.

 

Control:

Art. 28. Each member of the Association, the Managing Board or any prosecutor shall be entitled to approach the court, which the Association has been registered in, to pass a judicial act regarding conformity to the law of any resolution passed by the General Meeting or its conformity to these Memorandum and Articles of Association. That may be done in 1-month period, reckoned from getting acquainted with the resolution and not later than 1 year, reckoned from the date, when it has been passed.

 

Managing Board:

Art. 29. (1) The Managing Board of the Association shall consist of 3 (three) persons - members of the Association.

(2) Members of the Managing Board shall be appointed by the General Meeting for a period of 3 (three) years.

(3) Should a legal entity be appointed as a member of the Managing Board, it shall participate in the meetings of the Managing Board by its legal representative.

(4) Members of the Managing Board may be re-appointed without any limitations.

(5) The Managing Board shall:

1. Ensure the performance of any and all resolutions passed by the General Meeting;

2. Ensure the management and protection of the property of the Association;

3. Dispose with the real properties, included in the property of the Association, observing the provisions of the law, as well as terms and conditions of these Memorandum and Articles of Association;

4. Prepare and table to the General Meeting the draft budget;

5. Prepare and table to the General Meeting the annual report of the Association's activity;

6. Organize the performance of the Association's activity and take the responsibility for that;

7. Implement the international collaboration of the Association;

8. Approve the structure of the delegations, which shall participate in conferences and meetings;

9. Adopt rules to its work;

10. Pass resolutions regarding any other matters, save those ones, which fall within the competence of the General Meeting;

11. Carry out any and all duties, stipulated in the Memorandum and Articles of Association;

12. Set the address of the Association.

(6) All members of the Managing Board shall carry out their duties in the interest of the Association; they shall keep the Association's secrets on ceasing being members of the Managing Board, as well.

 

Meetings:

Art. 30. (1) The meetings of the Managing Board shall be called by the president on his/her initiative at least once within each 2-month period, as well as on written request by each member of the Board. Should the president fail to call a meeting within 7-day term, reckoned from the written request's receipt, the meeting shall be called by the interested members.

(2) The meeting shall be deemed regular, should at least 2 members of the Managing Board be present. Any person shall be deemed present, should a telephone connection or any other connection be available with him/her, which guarantees the ascertainment of his/her identity and allowing their participation in discussions and passing resolutions; that shall be certified in the Minutes by the chairman of the relevant meeting.

(3) Any resolution might be passed without conducting a meeting, should the Minutes of that be signed without any objections by all members of the Managing Board.

(4) Minutes shall be kept for all meetings of the Managing Board in accordance with the provisions of Art. 27.

 

Resolutions:

Art. 31. The Managing Board shall pass their resolutions by a simple majority (50% + 1) of the persons present, and all resolutions under Art. 29, Para. 4, Item 3 of the Memorandum and Articles of Association - unanimously.

 

Control:

Art. 32. Each interested member of the Association shall be entitled to dispute before the General Meeting each resolution of the Managing Board, which is passed contrary to the law, the Memorandum and Articles of Association or any resolution of the General Meeting within 1-month term, reckoned from getting acquainted with it and not later than one year from the date of passing the relevant resolution.

 

Liability of Members of the Managing Board:

Art. 33. The members of the Managing Board shall be jointly liable for their actions, which damage the Association's property and interests. Each member of the Board might be released from liability, should it be ascertained that he/she is not guilty for the damages occurred.

 

President of the Managing Board:

Art. 34. (1) The president of the Managing Board shall be appointed by the General Meeting.

(2) The president of the Managing Board shall:

1. Represent the Association;

2. Organize the performance of all resolutions passed by the Managing Board;

3. Carry out the operative management of the Association's activity;

4. Ensure the management and protection of the Association's property;

5. Conclude the contracts, which the Association is a party to;

6. Report immediately to the Managing Board the occurrence of significant circumstances, affecting the Association's activity;

7. Carry out supervision on the branches' activity.

(2) The president of the Managing Board shall not be entitled to dispose with and establish encumbrances on the real properties of the Association without prior resolution passed by the Managing Board.

(3) The president of the Managing Board shall be entitled to authorise any persons, who are members of the Association, to represent the latter.

 

Control Committee

Art. 35. (1) The Control Committee shall consist of three persons - members of the Association and it shall be appointed for 3-year period.

(2) The Control Committee shall appoint a president out of its members; the president shall represent the Control Committee and shall call the meetings of the Control Committee.

(3) The Control Committee shall be called to meetings at least once within each 6-month period.

(4) The Control Committee shall table an annual report to the General Meeting regarding the legality (conformity to the law) and expedience of the activities of the Managing Board.

(5) The Control Committee shall be entitled to receive information about and access to the documents of the Association by the Managing Board and all persons, hired by the Association.

(6) The Control Committee shall be entitled to give recommendations to the Managing Board.

 

Branches:

Art. 36. (1) Upon resolution, passed by the General Meeting of the Association, branches may be established and closed outside the inhabited place, where the headquarters of the Association are located.

(2) Branches shall not be legal entities; they shall be managed by a manager and they shall carry out any and all activities, determined by the resolution of the General Meeting regarding their establishment. Any and all limitations in the managers' powers and representative power shall be stipulated by the same resolution.

(3) Branches shall keep books of their activity and the relevant subsidiary's manager shall present to the Managing Board of the Association a report on the activities of the subsidiary and the funds spent at least once a year.

(4) The Managing Board of the Association shall declare before the court in which jurisdiction the headquarters of the subsidiary are located the following data: name, headquarters and registered address of the Association, the headquarters and registered address of the subsidiary, the manager of the subsidiary, as well as the limitation of his/her powers and representative power. Any amendments in the circumstances, listed above, shall be subject to declaring. Declaring shall be filed within 7-day term, reckoned from the date of the resolution passed by the General Meeting.

 

Books of the Association:

Art. 37. (1) The General Meeting and the Managing Board of the Association shall keep books of the minutes of all sessions/meetings conducted. The chairmen of the sessions/meetings, as well as the persons, who has prepared the relevant Minutes, shall certify them by their signatures and shall be responsible for the fidelity of their contents. Members of the Association shall be entitled at any time to get acquainted with the books and receive copies or excerpts of the Minutes.

(2) The Association shall keep book of its members; in that book the following data shall be entered: the name, registered address, BULSTAT, tax registration number, fax and e-mail, names and addresses of all members, EGN (Personal ID Number), their profession and occupation.

 

 

V. REORGANIZATION, WIND-UP AND LIQUIDATION

 

Reorganization and Wind-Up:

Art. 38. The Association shall be wound up:

1. Upon resolution, passed by the General Meeting;

2. Upon judgment, passed by Sofia City Court in cases stipulated in Art. 13, Para. 1, Item 3 of the Non-Profit Legal Entities Act.

 

Liquidation:

Art. 39. (1) In case of wind-up of the Association, liquidation shall be carried out; the provisions of the Trade Act shall apply to the liquidation.

(2) Liquidation shall be carried out by the Managing Board; in cases under Art. 13, Para. 4 and Art. 14, Para. 3 of the NPLEA, the liquidator shall be appointed by Sofia City Court.

(3) The liquidator shall satisfy the creditors of the Association from the money funds available and should that be impossible - by cashing the movables and real property.

 

Property after Liquidation:

Art. 40. Should the General Meeting fail to pass resolution to allocation of its property, left after satisfying the creditors, the liquidator shall cash the Association's property and it shall allocate it in equal parts to its members.

 

 

VІ. SANCTIONS:

 

Art. 41. Should any member of the Association breach the provisions of these Memorandum and Articles of Association, the rules to the loyal trade in the branch or infringe the good name of the branch in any other manner, reproach shall be imposed on him/her/it as a sanction, based on a resolution passed by the General Meeting. The General Meeting shall be entitled to pass resolution to publishing in the media part of the Minutes of the session, when a resolution has been passed on imposing a sanction.

 

Transitional and Final Provisions:

§ 1. These Memorandum and Articles of Association was approved by the Constituent Assembly for establishing the Association held on 13/12/2005 in the city of Sofia.

§ 2. The list of founders signed the Memorandum and Articles of Association, shall be an integral part hereto.

§ 3. (1) The provisions of the Non-Profit Legal Entities Act shall apply to any and all matters not stipulated herein, as well as to interpretation and enforcement of the provisions of these Memorandum and Articles of Association.

(2) The provisions of these Memorandum and Articles of Association, which are contrary to the law, shall be replaces ex lege by the imperative provisions of law.