OF THE BULGARIAN ASSOCIATION
OF CONSULTING COMPANIES IN RAILWAY CONSTRUCTION
Art.1. (1) THE BULGARIAN ASSOCIATION OF CONSULTING COMPANIES
IN RAILWAY CONSTRUCTION (hereinafter referred to as “The ASSOCIATION”)
is an association of companies, registered under the Commercial
Act with subject – scientific research, surveys, design and
supervision in the field of railway construction.
(2) The ASSOCIATION is an independent, voluntary, non-profit
(3) The ASSOCIATION is a juridical entity with name BULGARIAN
ASSOCIATION OF CONSULTING COMPANIES IN RAILWAY CONSTRUCTION
(4) The ASSOCIATION is with domicile in the city of Sofia
and registered address city of Sofia 1202, 108 Tzar Samuil str.
(5) The ASSOCIATION performs its activity in compliance with
the laws in the Republic of Bulgaria and the present Articles
(6) The ASSOCIATION shall perform its activity in private
benefit pursuant of Art. 2, Para 1 of Law on Non-Profit Juridical
(7) The ASSOCIATION may open subsidiaries.
(8) The ASSOCIATION is incorporated with no term.
Art. 2. The ASSOCIATION has goals as follows:
1. To contribute development of the Reailway Infrastructure and entire Transport System.
2. Works for the improvement of the quality of consulting
activity and criteria of its assessment in the field of railway
3. Represents and protects the rights and interests of its
4. Assists the economic activity of its members in the country
5. Cooperates for the improvement of the public and professional
status of the specialists.
6. To work for the non-allowance of monopoly and unfair competition.
MEANS FOR ACHIEVING THE GOALS
Art.З. For achieving its goals, the ASSOCIATION:
1. Undertakes initiatives and participations in the development
of rules and regulations related to the nature of the consulting
2. Maintains contacts and performs consultations with the
competent state authorities as:
2.1. Expressing points of view on rules and regulations or
draft rules and regulations related to the activity of its
2.2. Undertakes initiatives in defending the rights and interests
of its members in cases of illegal actions on behalf of state,
municipal and other authorities.
2.3 Under its own initiative or upon request, provides opinion
on issues concerning the interests of its members.
2.4. Cooperates for the performance of surveys of the market
opportunities in the field of railway construction in the
country and abroad and advising its members.
2.5 Cooperated for granting credits for the implementation
of project of national importance from domestic and foreign
2.6 Gathers and maintains informational database of legal,
normative, economic, scientific-technical and other information
from the country and abroad, useful for the activity of the
members of the ASSOCIATION.
2.7 Popularizes the activity of the ASSOCIATION and its members
through means of mass information.
3. Establishes contacts with similar non-profit juridical
4. Cooperates for the organization and participation in international
and domestic fairs, exhibitions, conferences and other events.
SCOPE OF ACTIVITIES
Art. 4. (1) The ASSOCIATION performs marketing surveys, analyses,
information, advertising and other activities not prohibited
by the law, related to the main subject of the ASSOCIATION
of its registration and by using the incomes for achieving
the goals herein.
(2) The ASSOCIATION does not allocate profit.
MEMBERSHIP, RIGHTS AND OBLIGATIONS
Art. 5. Membership in the ASSOCIATION is voluntary.
Art. 6. Members of the ASSOCIATION may be companies, registered
under the Commercial Act, carrying out consulting activity
in the field of railway construction.
Art. 7 (1) Acceptance of members is dome by the General Meeting
of the ASSOCIATION on the grounds of a written application
to the Managing Board /MB/ of the ASSOCIATION, stating consent
of the Articles of Association and with the following documents
1. Current legal status certificate.
2. References for completed consulting services in the field
of railway construction.
3. Minutes of the resolutions for participation in the ASSOCIATION
4. Presentation of the company.
(2) The submitted application with the attachments is considered
on a session of the Managing Board, which issues a statement
concerning the acceptance of the applicant for a member of
(3) The Managing Board is obliged to present the application
along with its statement on the next General Meeting.
Art. 8. (1) The rights and obligation of the members of the
ASSOCIATION are hereby defined.
(2) Regular members are entitled to:
1. Elect and be elected in the management bodies of the ASSOCIATION.
2. Participate in the General Meeting and in the events of
3. Use the property and the outcomes from the ASSOCIATION
4. Submit questions for discussions and seek protection in
problems, related to the performance of their economic activity.
5. Receive in writing, by e-mail or fax the resolutions of
the General Meeting and the Managing Board.
(3) The members engage to:
1. Observe the Articles of Incorporation and the resolutions
of the General Meeting and the Managing Board;
2. Work for achieving the goals of the ASSOCIATION;
3. Deposit their membership fees regularly;
4. Inform the Managing Board of any changes in their legal
registration and submit within the term of one month a Current
Legal Status certificate;
5. Not use the ASSOCIATION whatsoever for purposes contradicting
the Articles of Association, as well as the professional and
Art. 9. Membership in the ASSOCIATION is terminated in cases
1. Upon a written application for voluntary leaving.
2. Termination of the activity of a member – juridical entity.
4. In cases of elimination due to non-payment of the membership
fee for a period longer than six months.
5. Upon termination of the ASSOCIATION.
Art.10 (1) A member of the ASSOCIATION is expelled upon a
motivated resolution of the General Meeting in cases as follows:
1. Upon systematic violation of the Articles of Association
or the law.
2. If he derogates the reputation and harms the interests
of the ASSOCIATION with his actions and behavior.
Art. 11. The property relations are arranged upon termination
of the membership.
Art.12./as amended on 16.09.2004/ Bodies of the ASSOCIATION
1. The General Meeting
2. The Managing Board
3. The Chairman
4. The Vice Chairman
Art.13. (1) The General Meeting is the supreme body of the
ASSOCIATION. All members participate in therein.
(2) The General Meeting in held once annually. It is convoked
under initiative of the Managing Board or upon request of
one third of the members of the ASSOCIATION in the town of
domicile of the ASSOCIATION. If in the latter case, the MB
does not send an invitation in writing for the convoking of
a General Meeting, these members may request convoking before
the court under registration of the ASSOCIATION.
(3) The invitation should specify the agenda, date, time and
place of the General Meeting, as well as under whose initiative
it is convoked.
(4) The invitation is promulgated in Official Gazette and
is placed on the announcements spot in the building of registered
office of the ASSOCIATION at least one month prior the fixed
(5) Minutes is kept during the General Meeting, reflecting
the discussions, resolutions passed, and election results.
The Minutes is signed by the Record Keeper and the Chairman
of the Meeting.
Art. 14. (1) The General meeting is considered legally valid
if at least half of the members are present. In case of lack
of quorum, the General Meeting is adjourned for one hour and
is considered valid irrespective of the number of members
(2) The resolutions of the General Meeting are passed with
simple majority. Qualified majority of 2/3 of the present
members is required for the resolutions under Art. 15, item
1 and item 7.
(3) Voting is open or secret vote ballot as the General Meeting
(4) A member of the General Meeting is not entitled to a vote
in deciding issues related to:
1. Himself, his spouse or next of kin – no prejudice, collateral
descent – up to forth degree or under kinship by marriage
– up to second degree inclusive;
2. Juridical entities, whose representative he is and may
impose of hinder passing of resolutions.
(5) Under issues, unannounced in the invitation, no resolutions
may be passed.
Art.15. The General Meeting is entitled to:
1. Amend and supplement the Articles of Association.
2. Approve the structure of the ASSOCIATION.
З. Release, accept, and eliminate members of the ASSOCIATIONS.
4. Adopt the main trends and program for the activity of the
5. Determine the amount and terms for depositing the initial
and regular membership fee.
6. Approve the Annual Report and budget of the ASSOCIATION.
7. Pass resolutions on the transformation or termination of
the ASSOCIATION, on declaring liquidation, appoint as a liquidator
the Managing Board or delegate to the Managing Board to right
to appoint a liquidator, and pass resolution on allocation
of the property left after the liquidation following satisfying
of the creditors.
8. Pass resolutions on the change of domicile and name of
9. Approve the report on the activity of the Managing Board.
10. Adopt internal regulation instruments of the ASSOCIATION.
11. Consider and resolve on claims against the resolutions
of the Managing Board, amend and revoke unlawful and contradictory
to the Articles resolutions thereof.
12. Resolve and any and all issues, which resolving has not
been granted to other bodies.
Art. 16 The management of body of the ASSOCIATION is the Managing
Board, It consists of 5 members who are elected for a period
of 2 years.
Art. 17. (1) The Managing Board:
1. Organizes and manages the work in the ASSOCIATION in compliance
with the adopted by the General Meeting trends and program
for the activity.
2. Ensures the implementation of the resolutions of the General
З. Prepared and submits with the General Meeting the draft
4. Prepared and submits with the General Meeting the report
on the activity of the ASSOCIATION.
5. Determines the procedures and organization of the ASSOCIATION
activity and is responsible thereof.
6. Determines the address of the ASSOCIATION.
7. Submits with the General Meeting the statement for accepting
or expelling members.
8. Upon assignment by the General Meeting, determines a liquidator.
9. Passes resolutions on the establishing of consulting boards
as assistant bodies of the ASSOCIATION.
(2) The Managing Board is convoked for a meeting at least
once quarterly with an invitation in writing by the ASSOCIATION
Chairman, specifying the date, time, and place of the meeting.
In extraordinary cases, the meeting may be convoked within
24 hours and notifying may be done via fax or telephone.
(3) The meeting of the Managing Board is valid if half of
its members are present/.
(4) The Managing Board may from time to time pass resolutions
by non-attendance, if the Minutes is signed by all members.
(5) The Managing Board passes resolutions with a simple majority
of the present members, and for the resolutions under Art.
17, Para 1, item 8 – with a majority of all members.
(6) A members is considered present, if there is available
bilateral telephone connection, guaranteeing confirming his
identity and allowing his participation in the discussions
and in the passing of resolutions. Voting of this member is
certified in the Minutes by the Chairman of the meeting.
(7) Minutes is kept for the meetings of the Managing Board,
signed by all present members.
(8) Up to the election of a new Managing Board, the old one
continues performing its functions.
Art. 18. The resolutions of the Managing Board contradicting
the law, the Articles or a previous resolution of the General
Meeting may be appealed before the General Meeting by the
interested members of the ASSOCIATION within the term of one
month from getting aware of them, but not later than one year
for the date of their passing.
Art. 19 (1) The Chairman of the ASSOCIATION is elected by
the General Meeting amongst the members of the ASSOCIATION
for the period of 2 years;
(2) The Chairman of the ASSOCIATION is a member of the Managing
Board and its Chairman.
(3) The Chairman of the ASSOCIATION:
1. Organizes, manages, and supervises the implementation of
the resolutions of the General Meeting and the Managing Board,
in compliance with the Articles of the Association.
2. Represents the ASSOCIATION in the country and aboard.
3. Executes civil and employment contracts on behalf of the
4. Chairs the meetings of the Managing Board.
Art. 20. /as amended on 16.09.2004/(1) The General Meeting
elects among the members of the Managing Board tow or more
(2) The Vice Chairmen:
1. Execute the powers of the Chairman in cases of his absence.
Art. 21./as amended on 16.09.2004/ The ASSOCIATION is represented
by the Chairman of Vice Chairmen – jointly or severally.
Art. 22. The property of the ASSOCIATION consists of money,
belongings, real rights, usage rights, rights over intellectual
property, know-how, and any other rights, allowed to be elements
of the property of the juridical entity by the legislation.
Art. 23. The property of the ASSOCIATION is formed by:
1. Membership fee – initial and regular.
3. International programs.
4. Additional economic activity pursuant of Art. 4.
Art. 24. The expenses are made in accordance with the annual
budget, prepared by Managing Board and approved by the General
Meeting of the ASSOCIATION.
Art. 25. The incomes from the activity are used for achieving
the goals of the ASSOCIATION.
Art. 26. Upon resolution of the General Meeting, target funds
may be established and their sources and use are determined
in the resolutions thereof.
TERMINATION AND LIQUIDATION
Art. 27. (1) the ASSOCIATION is terminated:
1. Upon resolution of the General Meeting.
2. Upon resolutions of the court of registration of the ASSOCIATION
as provided by law when:
а) It has not bee incorporated under the provided procedures;
b) Performs activity contradictory to the law or against the
public peace or good manners;
c) Has declared insolvency.
(2) The court resolution under Para 1, Item 2 is decreed upon
claim of any interested person or the Prosecutor.
Art. 28. Upon termination of the ASSOCIATION, liquidation
is performed under the provisions of Art. 14, Art. 15 of the
Law on Non-Profit Juridical Entities.
Art. 29. The allocation of the property, left following satisfying
the creditors, is done pursuant of a resolution of the General
Meeting under Art. 15, item 7.
Art. 30. Following allocation of the property, the liquidator
is obliged to request the elimination of the entry of the
ASSOCIATION from the court of its registration.
Art. 31. The Association may have its own sign, registered
under the relevant provisions. The Association has its own
seal with label BULGARIAN ASSOCIATION OF CONSULTING COMPANIES
IN RAILWAY CONSTRUCTION (BACCRC). The seals are two – one
in the Bulgarian language and one in the English language.
Art. 2. Upon resolution of the General Meeting, the Association
may have its own advertising badge. The sign of the Association
and the badge are approved of the General Meeting.
The present Articles of Association are adopted by the General
Meeting of the Association, held on April 10, 2003, amended
by the General Meeting on September 16, 2004.