Statute - FranchiseAssociation

Statute of a non-profit organization:

“Bulgarian Franchise Association”

Adopted by the Constituent Assembly held on 25.03.2013

I. GENERAL APPLICATIONS

Statute
1. (1) “Bulgarian Franchise Association” is a national professional organization of franchisors, hereinafter referred to “the Association”, registered as a non-profit organization under the Law for non-profit purposes.
(2) The Association is non-governmental, voluntary, independent and non-political non-profit association representing and protecting the interests of its members, providing franchise in the Republic of Bulgaria.
(3) The Association has reserved and protected by law name and seal.

Name
2. (1) The name of the association is “Bulgarian Franchise Association”. In Cyrillic the same name is displayed: Асоциация на Франчайзите в България.
(2) The name of the branches of the Association is formed as to its name is added the word “branch” and the place where the headquarters of the branch are.

Headquarters and address of management
3. The headquarters and address of management are: Sofia, Papa Joan Pavel II sq., 1, fl.8.

II. OBJECTIVES, MEANS OF THEIR ACHIEVEMENT AND ACTIVITIES

4. The association describes itself as a professional association operating in the private benefit of its members, subject to this Statute, the Laws of the Republic of Bulgaria and the decisions of the governing bodies.

Main objectives of the Association
5. The main objectives of the Association are:
1. creating conditions for the expansion of franchise business in Bulgaria through the promotion of modern economic relations, based on the most current, relevant and ethical business practices in the industry;
2. informing the public about the nature and benefits of franchise businesses and promotion of the franchise business model;
3. representating and protecting the economic interests of employers and members of the Association;
4. support for effective and transparent fair competition and honest business relationship in the industry;
5. research and adaptation of European and world trade, social and economic standards and best practices to the industry;
6. effectively stimulating the personal entrepreneurship of people doing business in the industry;
7 stimulation of the individual commercial prosperity of every member of the Association;
8. research and analyze the problems of the economy and finance, labor and trade relations in the field of franchise business;
9. improvement of market infrastructure, principles and mechanisms in the current country legislation regulating the public relations in the franchise business;
10. conducting trainings for staff of merchants offering franchise services,
11. marketing research;
12. protection with all legal means of the interests of franchisors and franchisees from unfair commercial practices within the meaning of the Law on Protection of Competition;
13. implementation of mediation to resolve disputes between franchisors and franchisees;
14. Informing the members of the Association on the differences between adequate business opportunities and questionable business initiatives in the field of franchising;
15. presentation of the affiliated franchises in other countries.

Means of achieving the objectives
6. The means by which the Association will achieve its objectives are:
1. participation on branch level in various advisory units to the state authorities, as well as various forms of social partnership, dialogue and cooperation;
2. participation, organizing and conducting exhibitions, seminars and workshops aimed at promoting the franchise business;
3. development and introduction to government bodies of proposals, analyzes, expertise, opinions on current regulations as well as projects for new regulations in the interest of the development of the industry;
4. Implementation of applied research in the field of economy, finance, labor and industrial relations concerning the franchise business;
5. preparing annual reports on the state of the industry and preparing strategies for development to be provided to the competent state authorities;
6. dissemination of practical knowledge and experience in the field of franchise business through developments, seminars, courses, workshops and other similar forums;
7. assistance to members of the Association for the development of their activities through the development and provision of expert studies for investment processes, service delivery, methodological and technical assistance, support with the establishment of business relations, assistance with standardization and certification, promotion of their capabilities, products, services etc .;
8. studying the conditions for intensive trade and supporting members of the Association in doing business contacts, negotiations and conclusion of transactions.
9. collecting and providing economic, scientific, technical, manufacturing, technological and market information to members of the Association to support their activities;
10. assistance in compliance with the ethics and morality of the honorable merchant and the rules of fair market behavior in the industry;
11. construction and maintenance of specialized information and statistical database on the state of the industry and keeping a register of eligible businesses in the industry;
12. maintainance of lists of names of experts with special knowledge in different areas of service to its members;
13. development of regulations for good commercial practice in the industry;
14. ensuring the provision of complete and comprehensive business information in writing to be provided to potential franchisees before they enter into legally binding contracts;

assistance for the amicable settlement of disputes between franchise businesses under rules of mediation developed by the governing body of the Association and adopted by the General Assembly;
17. interaction with the competent state authorities and non-governmental organizations.;
18. cooperation with similar franchise organizations in the country and abroad and participation in the activities of European and other international bodies and organizations;
19. participation in national and international projects, programs and exhibitions, as well as the annual forum of the European Franchise Federation and the World Franchise Council;
20. informing the public through the media about events and trends in the franchising industry.

Implementation of additional economic activity
7. (1) The Association may perform additional economic activity related to the main activity (which is by nature the competitive activity of members), expressed in:
1. publishing and distribution activities;
2. advertising;
3. consultancy;
4. conducting marketing and other market research;
5. organizing and conducting courses for qualification and retraining.
(2) The Association is not distributing profit and is using the income from the additional business to achieve the goals set in this Statute.

III. MEMBERSHIP
TERMS OF MEMBERSHIP
8. (1) Members of the Association may be legal persons – merchants under the Commercial Code, who meet the following requirements:
Have signed at least 2 written contracts for the provision of franchise;
Have developed franchise operations manual transmitting to the franchisees tested in practice know-how;
Have the organizational capacity to provide training and sufficient ongoing support to its franchisees;
Have started their franchising activity at least 12 months before the actual occurrence of the membership relationship;
Have submitted to the Board of the Association at least 2 pieces of written references from their franchisees that they have developed business as franchisees at least 12 months in which referrals they confirm the fulfillment of the obligations under the franchise contract by the candidate-member of the Association;
Have declared in writing to the Governing Council that they acknowledge the Code of Ethics of European Franchise Federation (Code of Ethics).
(2) Other associations with similar activities of the Association can participate in it as collective members. Their members have the status and all the rights of the members of the Association.
(3) The Association members keep their economic and legal independence.
(4) The Association will issue annually certificates to its members, which show that they meet the criteria for membership in it.

Occurrence of membership relationship
9. (1) New member of the Association shall be adopted by the General Assembly, based on a written application by it in which it declares its willingness to enter into membership and its agreement with the provisions of the Articles of Association.
(2) The application for membership shall be addressed to the General Assembly by the Board and submitted to the registered office of the Association.
(3) The Management Board shall consider the application and report it to the first General Assembly after its receipt. The adoption of a new member happens after a secret voting and a simple majority. The decision shall be communicated to the applicant.

Rights of members of the Association
10. Each member of the Association has the right to:
1. participate in the work of the General Assembly;
2. be elected in the management bodies of the Association;
3. through its participation in the General Assembly to supervise the work of the other bodies of the Association;
4. be informed about the activities of the Association;
5. use the property and the results of operations of the Association;
6. benefit from the services provided by the Association;
7. participate in events organized by the Association in Bulgaria and abroad;
8. by authority to represent the Association at expert level in discussions, roundtables, conferences and other similar events;
9. put to discussion and review issues related to the objectives and activities of the Association;
10. state their views freely and make suggestions for concrete measures and initiatives by the Association in protection of its interests;
11. seek the cooperation and assistance of the Association in the pursuit of its business;
12. use the signs and logos of the Association in their business and to rely on their membership in the Association in order to verify its reliability to potential franchisees and other business partners.

Obligations of members of the Association
11. (1) Each member of the Association is obliged to:
1. to comply with the Statute and the other internal rules of the Association;
2. to work to achieve the objectives of the Association and the raising of its public authority;
3. to regularly pay their membership fees;
4. to implement the decisions of the management bodies of the Association.
(2) The membership fee is determined as follows – 600 BGN annual membership fee payable in the occurrence of membership, then paid up to March 1^st of the current calendar year.

Non-transferability
12. The members’ rights and obligations, with the exception of the property ones, are transferable and are not passed on to others in the case of termination of membership. The exercise of membership rights and the implementation of membership obligations may be granted by authority, under this Statute.

Termination of membership
13. Membership is terminated:
1. with one-sided declaration by the member to the Association;
2. with the termination of the member – legal person;
3. with the exclusion of the member;
4. with the termination of the Association;
5. when failure occurs;
6. for delay of 6 months for payment of dues – automatically.

Exclusion from the Association. Cancellation of membership
14. (1) Exclusion decision is taken by the Board of the Association in the presence of a fault which makes further membership incompatible, including, but not only – in violation of the provisions of the Code of Ethics and other internal regulations of the Association. Exclusion cannot be executed if a member of the Association was not invited to be heard before the Board. The decision of the Board for expulsion may be appealed to the General Assembly within one month of its execution, but not later than the date of the first General Assembly held after this decision by the Board.
(2) Dropping from the membership is applicable for systematic non-payment of membership (property) contributions, loss of interest in achieving the objectives and no participation in the activities of the Association. Cancellation is found by the Board by documents and proper decision to terminate the membership.

Retention of membership contributions made
15. Upon termination of the membership contract membership (property) fees made are not reimbursed by the Association.

IV. STRUCTURE AND MANAGEMENT
Management bodies
16. (1) Bodies of the Association are the General Assembly, the Board and President.
(2) The supreme body of the Association is the General Assembly.
(3) Governing body of the Association is the Board.
(4) Representative body of the Association is the President.
General Assembly
17. (1) The supreme body of the Association is the General Assembly, in which all members participate in person or by representative.
(2) Representative of a member of the Association can only be a person. The power of attorney shall be issued in writing, specifically for participation in the General Assembly and may apply for a limited or unlimited number of sessions. The representative is not entitled to re-authorize third parties of its rights. Each representative may represents no more than two members of the General Assembly.
(3) The legal entity members participate in the General Meeting by representatives or by expressly authorized by them persons.

Power of the General Assembly
18. (1) The General Assembly has the following power:
1. to amend the Statute;
2. to admit members of the Association;
3. to elect and dismiss members of the Management Board;
4. to decide on opening and closing of branches;
5. to decide on participation in other organizations;
6. to decide on transformation or termination of the Association;
7. to adopt guidelines and program for the activities of the Association;
8. to adopt the budget of the Association;
9. to decide on the amount of the membership fee or property contributions;
10. to accept the Report of the Board;
11. to revoke decisions of other bodies of the Association which are contrary to the law, the Statute or other internal acts regulating the activities of the Association.
(2) Decisions of the General Assembly are binding for the other bodies of the Association. They are subject to judicial review as to their legality and compliance with the Statute. Disputes can be brought before the court by registration of each member or body of the Association or by the prosecutor within one month of occurrence, but not later than one year from the date of the decision.

Convention of the General Assembly
19. (1) The General Meeting shall be held at least once a year – regular General Assembly.
(2) The General Assembly may be convened at any time at the initiative of the Board or at the request of one third of the members of the Association – Extraordinary General Meeting. In the latter case, if the Management Board does not give a written notice within one month for convention of a General Meeting, it shall be convened by the court at the headquarters of the Association at the written request of the interested members or a person authorized by them.
(3) The invitation for a General Meeting shall contain the agenda, date, time and place of conduction and by whose initiative it is being convened.
(4) The invitation is sent to the email address that each member of the Association has provided and placed on the notice board in the building where the headquarters of the Association are at least one month before the scheduled day. Each member is obliged to inform the Board in writing of the email address to which they wish to be invited to the General Assembly. Invitations sent to the specified e-mail address shall be deemed served.
(5) Written materials related to the agenda of the General Assembly shall be made available to the members at the registered office of the Association. They shall be available free of charge by mail or other technical and electronic means of communication.

Conduction of the General Assembly
20. (1) The General Assembly is legitimate if more than half of its members are present. In the absence of quorum, the meeting is postponed for one hour at the same place and the same agenda and may be held regardless of the number of members present.
(2) The General Assembly shall be opened by the Chairman, who offers a choice of management of the assembly (Chairperson, Secretary and Tellers).
(3) Meeting shall be conducted by the Chairman. The Secretary shall prepare a record, which is signed by him, by the Chairman and by the tellers.
(4) A list is made at the meeting of the General Assembly of all present members or their representatives who identify themselves and certify their presence by signature. The list shall be certified by the Chairman and Secretary of the General Assembly.

Voting rights
21. (1) Each member of the General Assembly shall have one vote.
(2) Member of the General Assembly has no right of vote on matters related to:
1. the action or failure to act to realize its the liability to the Association;

предприемане на действия или отказ от действия за осъществяване на отговорността му към Асоциацията;
2. himself;
3. legal entities in which he is a manager or can impose or block decisions.

Adoption of decisions by the General Assembly
22. (1) The decisions of the General Assembly shall be adopted by open vote and a majority of those present, unless the Assembly decides the vote to be secret and except of the decisions amending and supplementing the Statute for transformation or termination of the Association, and to select or change of board member which are taken by a majority of 2/3 of all members of the Association.
(2) The General Assembly may adopt decisions on matters which were not included in the announced agenda.
(3) Each member present at the General Meeting has the right to monitor and require accurate recording of decisions taken in the protocol.
(4) The protocol of the General Assembly, the attached List of participants and documents relating to the convention of the General Meeting shall be held indefinitely by the Chairman of the Association.

Management Board
23. (1) The High Authority for the management and administration of the Association is the Board. The Management Board shall consist of five persons who are members of the Association elected by the General Assembly for a term of three years. Legal persons who are members of the Association can nominate members of the Board and persons who are not members of the Association.
(2) Board members may be reappointed without limitation.
(3) Until the election of new Board the old one continues to perform its functions.

Power of the Board
24. The Management Board has the following power:
1. ensures that the decisions of the General Assembly are executed;
2. disposes with the property of the Association in compliance with the Statute;
3. prepares and submits to the General Assembly a draft budget;
4. prepares and submits to the General Assembly a report on the activities of the Association;
5. determines the order and organizes the activities of the Association and bares the responsibility for that;
6. expels members;
7. determines the address of the Association;
8. appoints a liquidator;
9. takes decisions on all matters which by law or the Statute do not belong to any other authority;
10. fulfills the obligations provided in the Statute.

Meetings of the Board
25. (1) The Management Board shall hold regular meetings at least once every three months to discuss the status and activities of the Association. The Chairman of the Board shall convene an extraordinary meeting of the Board upon the written request of one third of its members. If he does not call a meeting of the Board within a week, it can be called by any interested member of the Management Board. A meeting of the Board shall be convened by a written invitation, by phone, or by email. Materials for the meeting of the Board shall be provided promptly by those who initiated its convening.
(2) Meetings of the Management Board shall be convened and chaired by the Chairman or in his absence the Vice-President or other designated by the Board member.

Adoption of decisions by the Management Board
26. (1) The Management Board may reach a decision if the meeting is attended by more than half of its members. Each member may represent, at the expressed written authorization, only one of the other board members.
(2) A present person is such with whom there is bilateral telephone or other communication guaranteeing the recognition of its personality and allowing his participation in the discussion and making of decisions. The vote of this member is confirmed in the protocol by theperson presiding the session.
(3) Decisions are taken by open vote and a majority of those present.
(4) Decisions on appointment of a liquidator pursuant to art. 14, para. 2 of the Law for Non-Profit Organizations as well as those of art. 24 pt. 2 and pt. 5 of the Statute shall be taken by a majority of all members of the Board.
(5) For the meetings of the Board a record shall be kept, which shall be certified by the Chairman and the producer of the record and, together with the materials for convening and holding of the meeting shall be kept indefinitely. Each Board member has the right to monitor the accuracy and correctness of the record in the minutes.
(6) The Management Board may take a decision without holding a meeting, if the record of the decision is signed without remarks and objections by all board members.

(7) The Board decisions taken in contradiction of the law, the Statute or previous decision of the General Meeting may be objected before the General Assembly at the request of any interested member or body of the Association, within one month of becoming aware, but not later than the date the first General Assembly held after the making of the corresponding decision.

President
27. (1) The President of the Association is also Chairman of the Board. President of the Association shall be elected by the General Assembly from among the members of the Management Board for a term of three years.
(2) The President cannot serve more than two consecutive terms.

Rights of the President
28. (1) The President has the following rights:
1. to implement the operational management and control of the Board of the Association;
2. to convene and preside meetings of the Board;
3. to represent the Association before the State, its bodies and judicial authorities as well as before all natural and legal persons in the country and abroad;
4. to provide overall guidance and control over the implementation of the decisions of the General Assembly and the Board of the Association;
5. to approve the pay-roll and appoint the General Secretary and the staff of the Association;
(2) In the absence of the Chairman, the Vice-President shall perform its functions under this Statute.

V. PROPERTY
Definition
29. The property of the Association consists of cash, securities, property rights over movable and immovable properties, limited rights, rights of intellectual property, know-how, claims and any other property rights, which the law allows to be owned by legal persons.

Fundraising
30. The Association gathers funds for its activities by:
1. membership fees (property contributions);;
2. donations, wills, sponsorships;
3. additional economic activity;
4. Income from interests and deposits;
5. income from own property;
6. Income from participation in programs and projects;
7. other sources.

Revenues
31. All revenues of the Association, regardless of their nature or origin, are included in its property and serve to achieve the goals provided in this Statute and to support the activities and ensure the proper functioning of the Association. Revenues of the Association cannot be distributed as profit among its members. The remains of financial assets at the end of each accounting year shall be transferred as cash in next year’s budget and are used in accordance with this Statute.

Expenses
32. The Association shall spend its funds within and implementing the approved budget. Each year until the end of November the President shall submit to the Board the draft budget of the Association to be included in the agenda of the General Assembly.

Formation of Trust Funds
33. The Association with the decision of the Board can form Trust Funds in BGN and currency to finance individual events and programs. The funds for these funds are raised by interested members of the Association.

Liability for debts
34. (1) The Association is liable for its obligations with its property. The Association is not responsible for the obligations of its members and the companies in which it has holdings.
(2) Members of the Association are not personally liable for obligations of the Association, their responsibility is only to the extent of the defined membership (property) contributions.

VI. TERM AND TERMINATION
Termination of the Association
35. (1) The Association is not limited by term or other winding conditions.
(2) The Association may be terminated only by a decision of the General Assembly or by a court decision on registration in cases provided by the law.
(3) Upon termination of the Association liquidation shall be executed by the Management Board or the person authorized by it.

Distribution of property after the payment to creditors
36. The allocation of the remaining property after payment to creditors shall be made according to the decision of the General Assembly taken by a qualified majority of those present.

VII. FINAL PROVISION
§ 1. The Statute was adopted unanimously by the Constituent Assembly of the non-profit Bulgarian Franchise Association held on 25.03.2013 in the city of Sofia and amended on 27.03.2013.