OF THE BULGARIAN ASSOCIATION OF CONSULTING COMPANIES IN RAILWAY CONSTRUCTION

GENERAL PROVISIONS

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 association.
(3) The ASSOCIATION is a juridical entity with name BULGARIAN ASSOCIATION OF CONSULTING COMPANIES IN RAILWAY CONSTRUCTION (BACCRC).
(4) The ASSOCIATION is with domicile in the city of Sofia and registered address city of Sofia 1233, 114B Maria Louisa Blvd.
(5) The ASSOCIATION performs its activity in compliance with the laws in the Republic of Bulgaria and the present Articles of Association.
(6) The ASSOCIATION shall perform its activity in private benefit pursuant of Art. 2, Para 1 of Law on Non-Profit Juridical Entitles.
(7) The ASSOCIATION may open subsidiaries.
(8) The ASSOCIATION is incorporated with no term.

GOALS

Art. 2. The ASSOCIATION has goals as follows:
1. Works for the improvement of the quality of consulting activity and criteria of its assessment in the field of railway construction.
2. Represents and protects the rights and interests of its members.
3. Assists the economic activity of its members in the country and abroad.
4. Cooperates for the improvement of the public and professional status of the specialists.
5. 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 activity.
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 members.
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 financial institutions.
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 entities.
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 enclosed:
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 passed.
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 the ASSOCIATION.
(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 the ASSOCIATIONS.
3. Use the property and the outcomes from the ASSOCIATION activity.
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 civil ethics.
Art. 9. Membership in the ASSOCIATION is terminated in cases as follows:
1. Upon a written application for voluntary leaving.
2. Termination of the activity of a member – juridical entity.
3. Elimination.
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.

BODIES

Art.12./as amended on 16.09.2004/ Bodies of the ASSOCIATION are:
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 date.
(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 present.
(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 may decide..
(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 ASSOCIATION.
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 the ASSOCIATION.
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 Meeting.
З. Prepared and submits with the General Meeting the draft budget.
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 ASSOCIATION.
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 Vice Chairmen.
(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.

PROPERTY

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.
2. Sponsorship.
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.

GENERAL PROVISIONS

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.

FINAL PROVISIONS

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.