BYLAWS OF THE PLOVDIV CHAMBER OF COMMERCE AND INDUSTRY SECTION I GENERAL PROVISIONS Art. 1. (1). The present bylaws shall regulate the structure and activity of  the association named : “ PLOVDIV CHAMBER OF COMMERCE AND INDUSTRY” ,hereinafter referred to as THE CHAMBER. (2). The Chamber shall be legal entity with non-profit purposes , carrying out its activities  in private favour, with : 1.Registered seat – in Plovdiv, district of Plovdiv , and 2.Business address : 4003 Plovdiv, district of Plovdiv, 7 ,Samara str.. (3) The Chamber shall associate natural persons and legal entities in order to support, promote, represent and protect their business interests. (4) The Chamber may set up subsidiaries. (5)The Chamber may establish councils, clubs, or other units , associating their members on functional ,territorial, professional or other principle. (6) The Chamber shall be incorporated for an indefinite period of time. Art. 2. The Chamber shall operate within the structure of the united national systems of the Bulgarian Chamber of Commerce and Industry and the Regional Chambers of Commerce and Industry in the country. SECTION II GOALS AND OBJECTIVES Art. 3. (1). The Chamber shall support, promote, represent and protect the business interests of its members as herewith follows:    1. Assisting  its members for optimizing the national and international business conditions    2. Representation and protections of the co-ordinated opinion of its members before the local government and local authorities, through   the Bulgarian Chamber of Commerce and Industry - before central  government and central authorities, before other organisations with which the Chamber keeps partnerships  directly or via the Bulgarian Chamber of Commerce and Industry.    3.supporting its members for increasing their opportunities at international markets    4.keeping contacts with entrepreneurs ,state authorities of local government , the Bulgarian Chamber of Commerce and Industry and the other Regional Chambers of Commerce and Industry from the united system, regional branch chambers , other non-profit associations , as well as with foreign and international bodies and organizations , with which the Chamber has set partnerships. SECTION III PURPOSE OF BUSINESS Art. 4. (1).Upon fulfilment of its goals and objectives the Chamber shall perform the following purpose of  business : 1. Development of -   general terms for sample contracts, including international, forms and general terms and conditions of contracts for the various kinds of economic activities; - Coordination of the opinions of its members on draft-laws ,programmes , strategies, and other documents, regulating  business activities; as well as  proposals  for their improval, and submitting them  to competent  public  authorities for local self – governance, respectively through the Bulgarian Chamber of Commerce and Industry, to the central bodies of public authority and governance. 2.Organisation of  : - collection and distribution of business offers in the region , from the region – abroad, and vice-versa - consultations on contractual , taxation, customs, transportation and forwarding , currency and financial problems; - translation and legalization services -specialised regional fairs,exhibitions and others - participation of its members – directly or via the the Bulgarian Chamber of Commerce and Industry at  international fairs, shows, events, etc., - business information centres - post-graduate trainings, qualification and re-qualification; - interviews ,round tables , seminars on juridical and legislation problems and their practical impact - intermediary activity in informing and hiring Bulgarian citizen within the country and abroad, abiding to legal requirements 3. Participation at state and public , consultative and other bodies and organisations in the region and via the the Bulgarian Chamber of Commerce and Industry – at bodies and organisations at national level. 3. Participation as an employers’ organisation at the regional body for tripartite co-operation, observing the normative terms and conditions,. 4.Information : - on current Bulgarian and foreign customs, taxation , currency and financial regimes, commercial legislations , including the organisation and management of companies, standartization requirements of documents, international commercial, port and other customs; - on the EAN (European Association of Numbering) system in Bulgaria 6. Cooperation and assistance : - for  voluntary settlement of private legal disputes between its members and their contracting parties in the country and abroad - in getting transportation ,forwarding, insurance, visa and other types of services - in increasing the foreign investments in the region - for promoting the members’ activities through its specialised editions, or those of the BCCI-Sofia - in complying with the rules of ethics in market relations ,by controlling the implementation of the Code of Ethics developed by the BCCI- Sofia, and in case of  registered violation shall notify its members and the authorised bodies. - to its members in getting from third parties economical, company and other information,  catalogues ,etc, - of its members’ marketing activities - in registering companies, including those with foreign participation 7. Issuance  and verification of titles ,certificates and other documents on: origin of goods; other circumstances in connection with production and trade, individually or upon agreement with the  BBCI-Sofia 8. Publishing and distribution of Bulgarian and foreign legislation concerning business, other specialised periodicals and non-periodicals including in foreign languages, of a reference, commentary or statistical character; 9. Cooperation  in the keeping of a voluntary Uniform Trade Register containing regional companies and organisations . 10. Issuance of certificates on the status of its members. 11. Performance of  other activities , as agreed with local authorities , the BCCI-Sofia, and other institutions 12. Performance of  any other business activity, trade agency and brokerage, as well as other activities , related to the principal purpose of business SECTION IV THE CHAMBER – PART OF THE INTEGRATED SYSTEM OF THE BCCI Art. 5. (1) Relations between the Chamber, BCCI and the other Regional Chambers of Commerce and Industry , shall be regulated by bilateral and/or multilateral agreements for joint activities.   (2) The Regional Chambers of Commerce and Industry shall meet the criteria defined by the Board of Directors, and they shall be regular members of the Chamber. BCCI and the Regional Chambers of Commerce and Industry shall be united in a unified System of the Bulgarian Chambers of Commerce and Industry.  (3) The President of the Chamber shall be a member of the  Council of Presidents at the BCCI –Sofia by rights, according to the latter’s bylaws.   (2) The President of the Chamber shall be nominated for a member of the Board of Directors of the BCCI-Sofia , according to the latter’s bylaws. Art. 6. The Chamber,the  BCCI –Sofia and the other Regional Chambers of Commerce and Industry may set up  mutual funds for financing of specific programs and activities. Art. 7.  (1)Members of the Board of Directors of the BCCI-Sofia may be nominated for members of the Board of Directors of the Chamber. (2) Members of the Board of Directors of regional branch organisations may be nominated for members of the Board of Directors of the Chamber. SECTION V MEMBERS. RIGHTS AND OBLIGATIONS Membership Art.8. Membership of the Chamber shall be voluntary. Art 9. (1) The Chamber members shall be 1. regular 2. honorary 3. affiliated 4. corresponding members. (2) Regular members of the Chamber may be: 1.Natural and legal persons performing business activities and duly registered for this purpose; 2.Foundations and associations duly registered and helping on the business activities Natural persons co-operating with the Chamber, supporting and promoting its activities.  3.Members of the organisations as per items 2  of the preceding Paragraph shall become members of the Chamber pursuant to these Bylaws (4) Honorary members of the Chamber may be physical persons from the country and abroad - distinguished figures who have special contribution for the achievement of the Chamber’s goals and objectives (5) Affiliated members of the Chamber may be operative companies listed in its unified voluntary Trade Register of the BCCI-Sofia. (6) Corresponding members of the Chamber may be foreign unions, societies, associations, etc. with which the Chamber maintains active relations and co-operation. (7) No state bodies, political parties, trade unions nor religious organisations may be members of the Chamber. Art.10   (1) Regular and affiliated members shall be admitted to regular membership of the Chamber on the grounds of a written request to the President  in which the applicant shall state his approval of these Bylaws, and his observance of the BCCI  Code of Ethics in business activities. Membership shall become legal and effective after a resolution of the President  and payment of the annual contribution (membership fee) in cash, at the cashier’s desk of the Chamber , or by bank transfer.   (2) Honorary members and corresponding members shall be admitted to membership upon  the proposal of the President, with the consent of the proposed  person and the subsequent approval by the Board of Directors. Membership shall become legal and effective after the resolution of the Board of Directors. \Members’ rights and obligations Art. 11. (1) Any regular ,honorary affiliated or corresponding member of the Chamber shall have the following rights:   1. To enjoy privileges and make use of any service of the Chamber’s activities and/or its property either free-of-charge or with a discount; 2. To participate in the events organised by the Chamber; 3. To receive information on the Chamber’s activities; 4.To participate in discussions for matters closely affecting their interests; 5.If necessary, to specify and quote in their documents their membership in the Chamber; 6.To participate in the work of the committees with the Chamber and make use of their co-operation upon carrying out their activities;   (2) Any regular or honorary member of the Chamber shall have the following additional rights beside those specified by par.1:   1.To participate personally or by proxy in the General meeting; 2.To be elected personally or by proxy in the managing and supervisory bodies of the Chamber; 3.To vote, either personally or by proxy.   (3)Any member of the Chamber shall undertake:   1. To observe the requirements of the Bylaws; 2. To contribute to the fulfilment of the Chamber’s goals and objectives; 3.To submit to the Chamber the necessary information on his activities; 4.To observe in his business activity the rules of the Code of Ethics in business activities in reference to his trade partners and the Chamber; 5. To pay the property contribution (membership fee) as fixed by the Board of Directors Art. 12. Affiliated and corresponding members shall not pay membership fee.   Termination of membership Art. 13. (1) Membership shall be terminated upon:   1.A naked promise of the member to the association; 2.Dropping out – upon non payment of the prescribed property contribution (membership fee)and systematic non-participation in the Chamber’s activities ; 3.Winding up of the legal entity - member; 4.Death or full judicial disability of a physical person-member; 5.Upon termination of the Chamber 6.Dismissal – upon systematic and gross violation of membership obligations and market ethics.   (2) The resolution for termination of membership shall be taken by the relevant Chamber body , which has taken the resolution for formation of membership.   (3) Upon termination as per items 1 or 2 of the Par.1, the Board of Directors may renew membership upon request of the person   (4) The decision for dismissal may be appealed before the Board of Directors within 14 days as of its presentation at the Board of Directors. (5) Upon termination of membership, any paid up property contributions (membership fee) shall remain in favour of the Chamber. SECTION VI MANAGEMENT Managing bodies Art. 14. The Chamber’s managing bodies shall be, 1.the General meeting of members, 2.the Board of Directors 3.the President.  The General meeting Art. 15. (1) Regular and honorary members shall take part in the General meeting, either personally or by proxy. One person may represent not more than three members of the General meeting, on the grounds of a written power of attorney. Re-authorisation shall not be allowed. (2) Each member of  the General meeting shall have the right of one vote. Art. 16. (1) The General meeting shall be convened by the Board of Directors at least once in five years. (2) The General meeting shall extraordinary be convened by the Board of Directors .   (3) The General meeting shall be convened by an invitation which shall be placed in the ad area at the premises of the Chamber, and published in the Official Gazette at least a month before the fixed day. The invitation shall include information on the venue, date, time and agenda of the Meeting, and on the initiative for convocation.   (4) The General meeting shall be considered regular if at least half of the members are present.   (5) For lack of quorum, the meeting shall be delayed by one hour, with the same agenda and it shall be considered legal, irrespective of the number of members present at the meeting. Art. 17. (1) The General meeting shall:   1.Make amendments of the Chamber’s Bylaws; 2.Approve the major lines of activity of the Chamber; 3.Approve the financial and organisational report of the Board of Directors on Chamber  activities; 4.Elect and dismiss the members of the Board of Directors for a period of five years; 5.Adopt resolutions on transformation and winding up of the Chamber, 6.Approve the budget of the Chamber elect the members of the Supervisory Council for a period of five years; 7.Rescind resolutions of the other bodies of the Chamber which are at variance with the Law, the Bylaws or other internal regulations regulating the activities of the Chamber; 8. Take other resolutions provided by the law   (2) The resolutions of the General meeting shall be adopted by an open vote and a simple majority, while resolutions as per item 1 and item 5 shall require a majority of two-thirds of those present.     Board of Directors Art. 18. (1) The Board of Directors shall consist of at least three persons among the regular members of the association .The legal persons-members of the Board of Directors shall nominate a proxy for execution of its duties in the Board.   (2) The Board of Directors shall be convened by the President at least once in six months.   (3) The meetings of the Board of Directors shall be considered regular if the members present are not less than half of their number, plus one. Any person who has a two-way telephone or any other connection guaranteeing the ascertainment of his identity and allowing him to participate in the discussions and the taking of decisions shall be considered present and this fact shall be entered and verified by the minutes of the session. Art. 19. (1) The Board of Directors shall:   1.Provide for the fulfilment of the resolutions of the General meeting; 2.represent the association and define the volume of representative power of its individual members; 3.Specify the order and organise the carrying out of the Chamber’s activities, and bear responsibility for that; 4. Approve annual financial and organisational plans and approves current financial plans of the Chamber 5. Prepare and table a draft on its activities for approval by the General meeting 6.Adopt regulations on the activity of the Chamber; 7.Adopt tariffs and specify the amount and defines the due payment of the property contributions (membership fee); 8.Elect a President amongst its members, who is also the Chamber President, and the Supervisor 9. specify the address of the Chamber; 10.Dispose of the property of the Chamber; 11. Set up councils, clubs , etc., and other supplementary Chamber units 12. Resolve for opening and closing of branches of the Chamber 13. Resolve for taking part in other organisations 14. Perform other functions assigned by the General meeting; 15. Carry out the liquidation of the Chamber or assign a person with this task;   (2) The resolutions of the Board of Directors shall be adopted by an open vote and a simple majority of the present members, while the resolutions as per items 3, 10 and 14 of par 1. of Art.19  shall be adopted by the majority of all members.     President Art. 20. (1) The President shall: :   1. Execute representative power within  the volume as defined by the Board of Directors  2.Manage and control in compliance with these Bylaws, the execution of the resolutions of the General meeting, the Board of Directors; 3. Chair the meetings of the Board of Directors 4. Co-ordinate the relations of the Chamber with the Bulgarian Chambers of Commerce and Industry and presents to the Chamber Board of Directors drafts for resolutions towards unification within the BCCI and the regional CCI system. 5.Conclude contracts with employees of the Chamber; 6.Resove for current financial and organisational matters ;   (3) The President may perform its functions unsalaried, too. S E C T I O N   VII SUPERVISORY BODIES Art. 21. (1) The Supervisor shall be the Chamber Supervisory body .   (2) The Supervisor shall:   1.Control the organisational activity of the Chamber in compliance with the present Bylaws and the resolutions of the management bodies 2.Control the financial and accounting activity of the Chamber in compliance with the budget approved and the enactments 3.Present its position before the General meeting with reference to the reports submitted by the President and by the Board of Directors 4.Report on its activity before the Board of Directors and the General meeting 5.Present its view-point regarding any appeals of members of the Chamber against various decisions of the managing bodies; SECTION IX PROPERTY Art. 22. (1).The property of the Chamber shall consist of: property right  and other real rights on immovables and movables; intellectual property rights, rights on securities; participation in companies; other rights and obligations. (2).The Chamber shall provide for its means of support from: 1.single and annual property contributions (membership fee); 2.donations, 3.dividends, 4.service fees; 5.other legal incomes (2). The Chamber’s income from any additional economic activities related to its major business line of activities shall be used for the achievement of the objectives set in these Articles of Association. (3) The financial activities of the Chamber shall be carried out in compliance with the annual financial programme approved by the Board of Directors. (4) Allocation individual or mutual funds in BGN and currency may be established with the Chamber. (5) The Chamber shall pledge its property for any of its liabilities. It shall not be held responsible, however, for any of the liabilities of its members or of the companies in which it participates, as well as the members and enterprises shall not be held personally responsible for any of the Chamber’s liabilities. (6)  The financial activities of the Chamber shall be carried out in compliance with a budget approved by the General meeting. The expenditure section of the budget may annually be amended in conformity with the increase of the rate of the incomes. (7) The Chamber’s incomes from any additional economic activities related to its major business line of activities shall be used for the achievement of the objectives set in these Articles of Association. S E C T I O N   X WINDING-UP Art. 23. (1) The Chamber may be wound up upon a resolution by the General meeting or upon other case provided by the law.   (2) Upon winding-up, the Board of Directors or the person assigned by it shall carry out liquidation.   (3) The property left after the indemnification of creditors shall be distributed as per a resolution of the General meeting.   S E C T I O N   XI MISCELLANEOUS Art. 24. (1) The Chamber shall have a round stamp with its logo and name in Bulgarian and in English.   (2) The logo of the Chamber shall be designed in black/ dark blue / according to the legally copyrighted graphic sign for services of the association.   (3) The flag of the Chamber shall be golden-yellow , with the logo of the Chamber in the middle. TRANSITIONAL PROVISIONS § 1. The  members of the Chamber enrolled before the enforcement of these Bylaws, shall become regular members by right as per Art. 9, Par.2 of the Bylaws.   § 2. These Bylaws were adopted by the General Meeting held on June 01, 2001, and shall revoke the former Bylaws of the Plovdiv Chamber of Commerce and Industry /adopted be the General Meeting  on 28.02.1990,, amended and supplemented by the General meetings 16.07.1993 , 16.07.1999, and 01.06.2001 / Dobrina PRODANOVA…………………… President of Plovdiv Chamber of Commerce and Industry President of the Board of Directors