Statute
of the association “Black Sea NGO Network”
Chapter I
NAME, SEAT, ADDRESS, TERM
Name
Article 1. The association “Black Sea NGO Network”,
called hereinafter the association for short, is an independent, non-political,
non-governmental, non-profit voluntary association of non-profit legal
bodies from the six Black Sea countries: Bulgaria, Georgia, Romania, Russia,
Turkey and Ukraine, and other foreign non-profit legal bodies, the goal
of which is the facilitation of the free flow and exchange of information,
resources and experience for the accomplishment of the association’s mission.
The association determines itself as an organization performing activities for the public benefit under the Law on Juridical Persons with Non-profit Purposes (LJPNP).
Article 2. (1) The name of the
association is:
Chernomorska mreza na nepravitelstvenite organisazii, for short CMNO
with the version in English:
Black Sea NGO Network, for short BSNN
(2) The association has logo and seal that do not contradict
the Bulgarian legislation.
(3) The association can register branches.
Seat and address of management
Article 3. The seat of the association is the
city of Varna, Varna Region.
Term
Article 4. The association is established for unlimited period
of time.
Chapter II
MISSION, PURPOSES AND MEANS FOR ACHIEVING THEM. TYPE AND OBJECT OF ACTIVITIES
Mission
Article 5. The mission of the association is to contribute
to the protection and rehabilitation of the Black Sea, including the Azov
Sea, and to the sustainable development of the Black Sea countries through
increased participation of non-governmental organizations (NGOs), governments,
businesses and other institutions, as well as the general public.
Purposes
Article 6. (1) The general purposes of the association are:
establishment of the spiritual values of civil society and social justice,
healthy environment, protection of the pristine nature and the environment
and sustainable development.
(2) The specific purposes of the association are as follows:
— to develop a relevant structure, mechanisms and practice for advocacy
and lobbying local, national and international authorities, businesses
and other institutions involved in the decision-making process concerning
the Black Sea and the sustainable development of the Black Sea region;
— to identify and address priority Black Sea environmental issues;
— to raise environmental and civic public awareness, and to increase public
participation in the decision-making processes concerning the Black Sea
at all levels;
— to build the association members’ capacity for the accomplishment of
its mission and to defend its members’ interests.
Means for achieving the purposes
Article 7. The association achieves its purposes through:
— informing the public in the six Black Sea countries about Black Sea
issues by all possible means;
— organizing seminars, workshops, public hearings, conferences on Black
Sea issues and the sustainable development of the Black Sea countries;
— promoting activities for solving Black Sea acute environmental problems
and specific environmental issues, such as: public awareness campaigns,
environmental education, environmental survey activities and lobbying
and advocacy at national, regional and international level;
— developing and implementing projects on priority issues of the Black
Sea region, including the Azov Sea;
— maintaining contacts with similar international organizations and participating
in programmes on the Black Sea/Azov Sea issues.
— and other activities aimed at the accomplishment of the association’s
purposes that are permitted by the law.
In order to achieve the association purposes, the General Assembly develops
and adopts a Regional Action Plan in accordance with the present Statute.
Designation of the type of activity
Article 8. The association performs its activities for the
public benefit and shall use its property only and solely for the accomplishment
of the purposes designated under Article 6 of the Statute.
Type of activities
Article 9. (1) For the achievement of its purposes the association
shall accomplish the following activities: organizing of exhibitions,
conferences, symposia, publishing, charitable activities, paid consultations,
preparation of expert statements and opinions, analyses and other intellectual
activities; development of projects and implementation of projects, management
of the association’s own property and other activities, which comply with
the norms of the law.
(2) The association can establish sole property companies with its own property and can perform economic activities that contribute to the achievement of its purposes and other activities that comply with the norms of the law.
(3) The performance of the economic activities of the association shall comply with the norms of the Bulgarian law for the respective type of activity.
(4) The activities of the association shall be performed in accordance with the acting legislation, the present Statute and the decisions of the General Assembly.
Chapter III
INCORPORATION, MEMBERSHIP, RIGHTS AND OBLIGATIONS
Membership
Article 10. Member of the association can be any non-governmental
organisation from the six Black Sea countries under Ch. I, Art. 1 of the Statute,
which shares the ideas, mission and purposes of the association and accepts its
Statute. The other foreign non-profit legal bodies, mentioned in Ch. I, Art. 1,
can be accepted as associate members, without voting rights in the General Assembly.
Article 11. The association Board
accepts members of the association on the grounds of a written application
in which the applicant declares that it accepts the ideas, mission and
purposes and the Statute of the association, and has paid the affiliation
fee.
The written refusal of acceptance can be appealed in front of the General
Assembly within a month of its next session. The General Assembly sustains
or repeals the refusal.
Member rights and obligations
Article 12. (1) Membership in the association is voluntary.
(2) The members of the association have the right:
— to participate in the management of the association, to be informed
about its activities and to make use of its property and the results of
its activities by the order described in this Statute;
— raise for solution issues of common interest concerning the association’s
activities;
— to terminate membership in the association voluntarily and under their
own free will.
(3) The members of the association have the following
obligations:
— to observe the Statute of the association and the decisions of the General
Assembly and the Board;
— to actively contribute to the accomplishment of the mission and purposes
of the association;
— to pay the affiliation fee;
— to pay regularly membership fees;
— not to use the association in any way for purposes contradicting the
law and the Statute.
(4) The member rights and obligations with the exception of property ones are non-transferable and shall not pass on to other persons upon dissolution of members that are juridical persons.
Termination of membership
Article 13. (1) Membership in the association shall be terminated
upon:
— unilateral voluntary written statement to the Board of the association;
— expulsion of the member;
— dissolution of the legal person with non-profit purposes.
Article 14. A member of the association
shall be expelled under a motivated decision of the Board in the following
cases:
— breaking of the Statute;
— breaking of the rules for conducting activities in the association;
— taking actions derogatory to the association’s reputation and good image;
— systematic non-participation in the activities of the association for a period greater than two years.
Article 15. The decision for expulsion of the Board can be appealed before the General Assembly of the association in the period till the next session of the General Assembly.
Article 16. The affiliation fee is defined by the General Assembly. The amount of the membership fee is defined by the General Assembly. It also decides on the manner of collection.
Chapter IV
ORGANS OF THE ASSOCIATION
Organs of management
Article 17. Managing organs of the association shall be:
(1) the General Assembly
(2) the Management Board
Article 18. (1) Supreme organ
of the association shall be the General Assembly.
(2) The management organ of the association shall be the Management Board.
General Assembly
Article 19. (1) The General Assembly is supreme organ of the association.
It consists of twelve delegates from the six Black Sea countries, two from each of the
countries mentioned with their names in Chapter I, Article 1, elected among members of the association.
(2) The delegates shall be elected at national meetings with a simple majority from the members of
the association from the respective country present. For this purpose the General Assembly obliges
the member of the management board from the respective country to organize, call and hold the meeting
of the members from the respective country, as well as to present the documentation about the election.
The invitation for calling the national meetings for election of delegates and the decisions of the
national meetings shall be announced on the association’s website.
Powers of the General Assembly
Article 20. The General Assembly shall have the exclusive
competencies to:
— amend and supplement the statute of the association;
— elect and dismiss the members of the Board and the Board Chairman as
well as the temporary committees;
— decide on the conversion and dissolution of the association;
— adopt the budget of the association;
— adopt the report on the Board's activities;
— repeal decisions of other organs of the association that are contrary
to the law, the statute or other internal instruments governing the association's
activities;
— decide on the amount of affiliation and membership fees and the manner
of collection.
Calling Meetings of the General Assembly
Article 21. (1) The General Assembly shall be summoned at least once every two years.
(2) Meetings of the General Assembly shall be called by the Board upon its own initiative, or upon
demand by 1/3 of the members of the association. In the latter case, if the Board does not issue a
written invitation calling the meeting of the General Assembly within one month, the meeting shall
be called by the court at the seat of the association upon a written request by the interested members
or a representative appointed by them.
(3) The invitation shall contain the agenda, date, hour and place of the meeting of the General Assembly,
and an indication of who initiated the meeting.
(4) The invitation shall be posted on the notice boards in the building, where the association’s seat of
management is, and on the association’s website at least one month before the day scheduled for the meeting.
Quorum
Article 22. Meetings of the General Assembly shall be legitimate
if more than half of all members are present including at least one delegate
from each of the six Black Sea countries. If at least one delegate from
each of the 6 countries indicated by name in Chapter I, Article 1 is not
present, but still more than half of all delegates attend the meeting,
it shall be considered legitimate. If the number of those who attend does
not meet the requirements, the meeting shall be postponed by one hour
keeping the same agenda and location and then shall be held regardless
of the number of the members who show up.
Voting
Article 23. (1) Every member of the General Assembly shall have one vote.
(2) The voting is manifested.
(3) No member of the General Assembly shall have the right to vote on matters related to:
1. himself/herself, spouse or ascending and descending relatives — without limitation, collateral
relatives — up to the fourth degree, or in-laws — up to the second degree inclusive;
2. legal persons, in which the member is a manager, or may compel or block decision making.
Decision Making
Article 24. 1) The decisions of the General Assembly shall
be taken by a majority vote of the members present. The decisions for amending
the Statute, for dissolution of the association or merger with another organisation,
or for the election of the Chairperson shall be made by a majority of 2/3 of those present.
In all other cases a simple majority of those present is necessary.
(2) The General Assembly shall not be allowed to take decisions on topics
not included in the agenda of the invitation or discussed over the electronic
mail or fax. This is not valid when dismissing members of the Board and
electing new ones.
(3) Minutes are kept for the meetings of the General Assembly signed by
the Chairperson and by the person keeping the minutes.
Board
Article 25. (1) The Management Board of the association consists of
six persons, one from each of the Black Sea countries, elected by the General Assembly
on the grounds of nominations made by the national members in each of the Black Sea
countries for a term of two years. Members of the association can nominate for members
of the Board people who are not representatives of the members of the association.
(2) The Chairman shall be elected by the General Assembly among the members of the Management Board.
Powers of the Board
Article 26. (1) The Management Board shall:
— represent the association as well as determine the scope of the representative
power of its separate members;
— ensure the implementation of the decisions of the General Assembly;
— dispose of the property of the association following the prescriptions
of the statute;
— prepare and submit to the General Assembly the draft budget of the association;
— prepare and submit to the General Assembly the report on the association's
activities;
— determine the procedure and organize the activities of the association
and bear the responsibility for that;
— make decisions on all matters that, by virtue of the statute, or by
law, do not fall within the powers of another organ.
(2) The Management Board manages the work of the association and performs all functions,
which do not lie within the exclusive competency of the General Assembly.
(3) Pending a decision on the contrary it is considered that the Management Board
delegates to the Chairperson and the Management Board member elected from the country
of the place of registration of the association, the authority to REPRESENT the
Association separately before third persons in the country and abroad
(4) For effective operation and accomplishment of the association purposes the Board
can decide to establish regional and national offices, working groups, temporary committees,
which may involve not only association members, but external persons /experts as well.
Sessions of the Board
Article 27 (1) The sessions of the Management Board shall be called and presided
by its Chairperson at least once a year. The session shall be called upon a written invitation
from the Chairperson sent to each member of the Board which should include the exact date, time
and venue for the session and its agenda. The invitation can be extended by electronic means of
communication including telephone, fax, e-mail message or any other form of electronic communication.
The Chairperson shall be obliged to call the Board upon a written request of 1/3 of its members.
If the Chairperson does not call the Board within a week after the request, it may be called by
any of the interested members of the Board. If the Chairperson is absent, the session is chaired
by a member of the Board nominated by it.
(2) The Board shall be authorized to make decisions if more than half
of its members are present at a session.
(3) A member of the Board shall be deemed present if he/she participates
in the session by means of a two-way telephone or other type of connection,
which makes his/her personal identification possible, and enables the
board member to participate in the discussion and decision-making. The
vote of such member shall be certified in the minutes by the chairperson
of the session.
(4) Decisions of the Board shall be made by majority of the members present,
and the decisions for liquidation, disposal of property of the association,
and on regulation and planning of activities of the association shall
be made by majority of all members. The Chairman has the final vote.
(5) The Management Board can take a decision without a session if the protocol of the decision
is signed or confirmed by electronic means without any notes or objections to it by all members
of the Management Board.
(6) The old Management Board continues executing its functions until a new one is elected.
(7) Minutes are kept for the meetings of the Board signed by the Chairperson
and by the person keeping the minutes.
Article 28. (1) The Chairperson of the association
is elected directly by the General Assembly for a term of two years and
is by right member of the Board and its Chairperson.
(2) The Chairperson of the association or the Management Board member elected from
the country of the place of registration REPRESENT separately the Association before
third persons.
Article 29. The working language of the association,
the General Assembly and the Board shall be English. The documents of
their work shall be drawn in two identical copies – in Bulgarian and English.
Article 30. The minutes of the meetings of the
association decision-making bodies shall be accessible to all members
who can examine them and ask for excerpts from them.
Chapter V
PROPERTY
Article 31. (1) The property of the association
consists of ownership and other material rights on funds, belongings,
estates, right of use, ownership of intellectual property and all other
rights, in accordance with the legislation of the Republic of Bulgaria
and which are allowed as elements of the property of a non-profit legal
body.
(2) The funds of the association are kept in bank accounts or in a cash box
in the office of the association.
Article 32. The association is financed by membership fees, voluntary payments, subsidies and endowments; from activities and other sources according to the acting laws and serving the non-for-profit purposes of the association.
Article 33. (1) Members of the
association shall pay the affiliation fee (new members only) and annual
membership fee, the amount of which is defined by the General Assembly.
(2) In case this item is not included in the General Assembly agenda the
amount remains as the amount from the previous year.
Article 34. (1) The association
shall perform additional economic activity related to its type of activities
under Article 9 of this Statute and other activities allowed by the law
and in conformity with the purposes of the association.
(2) The association shall use the revenue under Paragraph 1 only for achieving
the purposes under Article 6 of this Statute.
(3) The performance of activities under Paragraph 1 shall follow the rules
and conditions, determined by the laws regulating the respective type
of economic activity.
Article 35. (1) By 31 March of every year the Chairperson of
the Management Board shall prepare the annual financial report.
(2) By 31 March of every year the Chairperson shall prepare an activity
report of the association.
Chapter VI
DISSOLUTION
Article 36. The association is dissolved:
1. Under decision of the General Assembly.
2. Under decision of the court in the cases foreseen by the law.
Article 37. Upon dissolution of the association, liquidation shall be performed by the Board or by a person appointed by it according to the provisions of the Commercial Law.
Article 38. Any property remaining after the satisfaction of the creditors shall be distributed to the legal persons members of the association in proportion to the amount of their membership fee. For the cases not covered in this Statute as well as for the understanding and application of its regulations shall apply the regulations of the LJPNP.
Chapter VII
TRANSITIONAL AND CONCLUDING REGULATIONS
Article 39. The association has a seal, logo, emblems and other attributes, which shall be approved by the General Assembly and do not contradict Bulgarian legislation. The exclusive rights on these symbols belong to the association only and their usage by individuals or legal bodies that are not members of the association is possible on contract terms.
The Statute of the association “Black Sea NGO Network” is approved by the General Assembly, called on 13 November 2010 (follows the list of the deputies who adopted the Statute)
1. Emma Todorova Gileva, Bulgaria
2. Mariana Kancheva Ivanova, Bulgaria
3. Maia Ochigava, Georgia
4. Nestan Khuntsaria, Georgia
5. Nicola Samargiu, Romania
6. Irina Atanasiu, Romania
7. Tanay Sıdkı Uyar, Turkey
8. Bektaş Mehmet Toker, Turkey
9. Oleh Derkach, Ukraine
10. Tetyana Chorna, Ukraine