STATUTES

ARTICLES

OF ASSOCIATION OF A NON-PROFIT ASSOCIATION

INTERNATIONAL INSTITUTE FOR SECURITY AND COOPERATION

 

 

I. GENERAL PROVISIONS

Legal Status

Article 1. (1) The association INTERNATIONAL INSTITUTE FOR SECURITY AND COOPERATION shall be a legal entity, separate from its members, incorporated pursuant to the provisions of the Law on Non-profit Legal Entities, the Articles of Association, and the Decision of the Constituent Meeting.

(2) The Association shall carry out activity for public benefit.

(3) The Association shall be liable for its obligations with its property. 

(4) The association members shall be liable for its obligations only to the amount of the property contributions determined in these Articles of Association.

 

II. NAME

Article 2. (1) The name of the association shall be INTERNATIONAL INSTITUTE FOR SECURITY AND COOPERATION /IISC/ and the name shall be written in English in the following way - INTERNATIONAL INSTITUTE FOR SECURITY AND COOPERATION /IISC/.

(2) The Association shall have its official stamp with the following inscription in Bulgarian and in English: "МЕЖДУНАРОДЕН ИНСТИТУТ ЗА СИГУРНОСТ И СЪТРУДНИЧЕСТВО" и "International Institute for Security аnd Cooperation", Sofia City.

(3) Every statement in writing on behalf of the non-profit legal entity shall contain its name, seat, registered address, as well as data on its registration, including BULSTAT number;

(4) The name of the association's branches shall be formed by adding to the association's name the indication "branch" and the city where the seat of the branch is located. The scope of business of the branch can be also added to the name of the branch.

 

III. SEAT OF THE ASSOCIATION

Article 3. The seat of the association shall be in Sofia City, the Republic of Bulgaria.

IV. TERM

Article 4. The association shall not be limited in term or by any other termination condition.

V. DEFINITION OF THE ASSOCIATION'S ACTIVITY

Article 5. (1) The INTERNATIONAL INSTITUTE FOR SECURITY AND COOPERATION shall be an association carrying out activity for public benefit.

(2) The association shall have the following scope of business:

1. Provision of expert assistance to international and national institutions and organizations in the drawing up of policies, strategies, action plans, and draft laws in fields related to the international and regional security, human rights protection, environment protection, and other activities related to the goals of the association;

2. Organization and conduct of international, regional and national conferences, round tables, seminars, and other public events;

3. Participation in the development and implementation of international and national initiatives and projects related to the goals of the association;

4. Publication of reports, analyses, studies, and other materials, related to the association's goals;

5. Development of cooperation and partnership with international, foreign, and national institutions and organizations working in the field of international security and regional cooperation;

6. Organization of events, including publications in the mass media, to raise awareness of the problems of international security and cooperation and their prevention globally;

7. Work  with non-governmental organizations on issues of international security and cooperation;

8. Participation in the elaboration of analyses, projects, and programmes on issues of international security and cooperation, human rights protection, and environment protection;

9. Conduct of any other activities related to the association's goals which are not prohibited by the law.

 

VI. MAIN GOALS OF THE ASSOCIATION

Article 6. The main goals of the association shall be as follows:

1.      Support the strengthening of the international and regional security;

2.      Contribute for the enhancement of effective regional cooperation in the field of cross-border crime and terrorism counteraction, management of international crises and conflicts, energy security, environment protection, and migration processes.

3.      Support the development of cooperation in international security at different levels and areas of public life.

 

VII. MEANS TO ACHIEVE THE GOALS OF THE ASSOCIATION

Article 7. The association shall use the following means to achieve its goals:

1.      Exchange of information, elaboration of analyses, projects, and programmes;

2.    Conduct of scientific research independently and jointly with  international and local institutes and organizations;

3.      Joint publication of monographs, studios, etc.;

4.      Conduct of scientific forums of any kind related to the association's goals;

5.    Consultations to persons and organizations on issues related to the individual's security, cross-border crime prevention, and human rights protection internationally;

6.     Joint participation with other people and organizations (local and international) in all activities, contributing to the realization of the association's goals;

7.      Development and participation in national and international projects and programmes related to security.

 

VIII. MEMBERSHIP

Members' rights and obligations

Article 8. (1) Membership in the association shall be voluntary. Members of the association can be Bulgarian and foreign legal entities and capable natural persons.

(2) Members of the association can be all persons who share the association's goals and the means to achieve them and comply with its Articles of Association.

Article 9. Every member of the association shall have the right to:

1.      participate in the association's activity and in the work of the General Meeting;

2.      be elected in its managing bodies;

3.      exercise control on the work of the association and the managing bodies;

4.      be informed about the association's activity.

Article 10. Every member of the association shall be obliged to:

1.pay regularly the contributions if such are determined by the General Meeting;

2. comply with the association's Articles of Association and to work for the achievement of its goals and its activity for public benefit;

3. work to increase the association's property and raise its public authority.

Article 11. The members' rights and obligations with the exception of property ones shall not be transferable and shall not be passed to other people in the event of death or dissolution respectively.   

 

IX. ACQUISITION AND TERMINATION OF MEMBERSHIP

Article 12. (1) The members of the association shall be approved by the Managing Board. The candidate members shall submit an application in writing to the Chairperson of the Managing Board who shall convene a meeting of the Managing Board within two weeks from the date of the application submission at the latest. Members shall be admitted by open vote and simple majority by the members of the Managing Board.

(2)The candidate members shall declare in their application their consent with the rules of these Articles of Association and with the rules for the conduct of activities of public interest of the association.

(3) All candidate-members shall specify in their application an accurate address, an e-mail, and a fax number, as well as they shall declare their consent with the requirements related to the convening of the General Meeting, specified in Article 23 of these Articles of Association.

(4) In the event of a change of any of the circumstances specified in Article 3 (change of address, e-mail, and a fax number), the members of the association shall have to notify the association within 7 (seven) days from the occurrence of the change.

Article 13. (1) Membership in the association shall be terminated:

1.      by a unilateral statement in writing submitted one month in advance to the Managing Board of the association;

2.      upon death of the natural person or in the event of reinforcement of full restraint;

3.      upon expulsion;

4.      upon dissolution of the non-profit legal entity;

5.      upon cancellation. 

(3) The decision for expulsion shall be adopted by the Managing Board of the association in the event of guilty conduct which makes future membership unacceptable. The decision for expulsion can be appealed at the General Meeting of the association. 

(4) Cancellation of membership shall take place when:

1. a member of the association has not deposited his/her fee within the term if there is a fee stipulated by the General Meeting;

2. a member has not paid two consecutive membership fees owed if they have been adopted by the GM;

  3. a member does not participate in the association's activity.

Cancellation shall be established by the Managing Board by documents and with a due membership terminating decision. Prior to adopting the decision for cancellation the Managing Board shall duly invite and hear the respective member. 

(5) Upon the termination of membership, the association shall not return the property contributions made. The association member who has terminated his/her membership shall make the overdue property contributions for the period of his/her membership.

 

X. PROPERTY AND SOURCES OF INCOME OF THE ASSOCIATION

Article 14. (1) The property of the association shall comprise the following: right of ownership and other property rights, donations; income from the association's property; income from the implementation of activities by the association in compliance with the association's goals; receivables and other rights provided for under the law and in these Articles of Association.

(2) The association's property can be used only to achieve certain goals in compliance with these Articles of Association and the legal regulations.

(3) Use of the association's property without valuable consideration shall require a motivated decision adopted by the General Meeting of the association with 2/3 majority of its members when it is to the benefit of the persons specified in Article 41, para 3 of the Law on Non-profit Legal Entities.

Article 15. (1) The General Meeting of the association can adopt decisions and determine the deposition of membership fees and/or property contributions for the members of the association. In its decision the General Meeting shall stipulate the goal, amount, and manner of collection of contributions. The decision shall be adopted by simple majority of the present association members at the General Meeting convened.

(2) The association can receive donations from natural persons and legal entities and can sign sponsorship contracts.

XI. ECONOMIC ACTIVITY

Article 16. (1) The association shall carry out supplementary economic activity related to its main scope of business with a view of attainment of the association's goals:

1.      Delivery of thematic lectures in all fields related to the association's scope of business and its public benefit activity;

2.      Organization and conduct of seminars related to the association's main activity;

3.   Publication of articles, studies,  collections, books, and other printed works of its members or of eminent authors in the area of the association's activity;

4.      management of own and other real and movable property;

5.      scientific research and analyses for other organizations.

(2) The income from the supplementary economic activity of the association shall be used and spent for the attainment of the goals laid down herein.

(3) The carrying out of the supplementary economic activity shall be subject to the conditions and procedures stipulated by the laws regulating the respective economic activity.

(4) The carrying out and control of the association's economic activity shall be delegated to the Managing Board.

(5) The annual financial statements of the association shall be subject to an independent financial audit under the conditions of the Accountancy Act pursuant to the requirements of Article 39, para 3 of the Law on Non-profit Legal entities.

 (6) The association shall not distribute the profit.

XII. MANAGEMENT

BODIES OF THE ASSOCIATION

Article 17. The General Meeting (GM) shall be the supreme body of the association and the Managing Board shall be the managing body.

Article 18. (1) General Assembly elects the "Chair of the General Assembly",  for a term of five years, with the following functions

1.     Lead the sessions of the General Assembly;

2.     Follow the execution of the decisions of the General Assembly;

3.     Take part in all official initiatives of the ASSOCIATION;

4.   Coordinate the resolution of enquiries, complaints and other submitted by ASSOCIATION members and citizens.

(2) President of the General Assembly may be reelected without limit.

Composition of the General Meeting

Article 19. The General Meeting shall comprise all members of the association. The members of the association shall take part in the General Meeting personally or by proxy.

Representation

Article 20. (1) The legal entities - members shall be represented at the General Meeting by their lawful representative or by an expressly authorized person.

(2) Only a natural person shall be a proxy of a legal entity or a natural person.

(3) Powers of Attorney shall be expressly issued for participation in a particular General Meeting of the association.

(4) The authorized persons shall not have the right to re-authorize third parties with their rights.

(5) Authorized persons shall represent only one member at the General Meeting.

Competence of the General Meeting

Article 21. The General Meeting shall:

1. amend and supplement the Articles of Association of the association; 

2. adopt decisions for the transformation or dissolution of the association;

3. elect and dismiss  the members of the Managing Board and determine their remuneration;

4.  approve the annual financial statements;

5. review claims against the decisions of the Managing Board in the event of refusal to admit a member, decisions for termination of membership and other claims provided for under the law;

6. adopt basic guidelines and programmes for the activity of the association;

7. make decisions on the collection,  amount, and manner of deposition of the membership fees and/or property contributions;

8. approve the report on the work of the Managing Board;

9. repeal decisions of the Managing Board when they are contrary to the law and the Articles of Association;

10. release from liability the members of the Managing Board;

11. make decisions on the gratuitous use of the association's property in compliance with the legal provisions of the Law on Non-profit Legal Entities and these Articles of Association.

Conduct of the General Meeting

Article 22. (1) The General Meeting shall be held at least once per year - a regular General Meeting. The first General Meeting shall be held not later than three months from the incorporation of the association.

Convening of the General Meeting

Article 23. (1) The General Meeting shall be convened by the Managing Board on its own initiative or upon request in writing by one third of the members of the association. In the latter event, if the Managing Board fails to forward an invitation in writing for convening the General Meeting, it shall be convened by the court of domicile of the association upon request in writing by the concerned members or a person authorized by them.

(2) The invitation for convening the General Meeting shall be in writing and shall include the agenda, the date, time, and place for holding the General Meeting and reference to the initiators of the meeting. The members of the association shall be notified at least 14 days in advance prior to the date for holding the General Meeting.

(3) The invitation for convening the General Meeting shall be promulgated in the State Gazette at least 14 (fourteen) days in advance.

(4) The members of the association who are foreign natural persons and legal entities shall be notified additionally about the convening of the General Meeting by sending an invitation to the e-mail and fax provided by them. The invitation shall be sent at least 14 days prior to the scheduled General Meeting.

List of the present members

 Article 24. (1) At the session of the General Meeting a list of the members or their representatives present shall be drawn up. The members and their representatives shall certify their presence by their signature and shall present their identity document. The list shall be certified by the Chairperson and the Secretary of the General Meeting.

Quorum

Article 25. The General Meeting shall be legitimate if attended by more than half of all members in person or by proxies. In the event of a lack of quorum, the meeting shall be postponed for an hour and shall be held later at the same place and with the same agenda, and shall be considered to be legitimate, regardless of the number of members present.

Right to vote

Article 26. Each member of the association shall be entitled to one vote.

Conflict of interests

Article 27. Members or their representatives may not vote on the following issues:

1.      filing claims against the member;

2.   taking actions or refusal to take actions to fulfill the member's obligations to the association.

3.      upon decisions on issues referring to the members, their spouses, or relatives of direct line of descend - without limits, collateral relatives - to the fourth  branch, or in-laws - to the second branch, inclusive.

Majority

Article 28. (1) Decisions of the General Meeting shall be adopted by ordinary majority /50% plus one vote) of the attending members.

(2) Decisions under Article 21, item 1 shall be adopted by majority of 2/3 of the attendees;

(3) The decisions of the General Meeting under Article 21, item 2 and item 11 shall be adopted by the majority of all members.

Decisions

Article 29. (1) The General Meeting shall not take decisions related to issues not included in the invitation unless all members are present or are represented at the meeting and no one objects to the discussion of the raised issues.

(2) The decisions of the General Meeting shall enter into force immediately unless their effect is deferred or unless they enter into force after promulgation pursuant to the law.

Minutes

Article 30. (1) Minutes shall be kept for the session of the General Meeting which shall be signed by the Chairperson at the meeting and by the Secretary at the meeting, and the latter shall have to draw up the minutes. The person chairing the session of the GM and the person who has drafted the minutes shall certify and be liable for the truthfulness of its content.

(2) The minutes of the General Meeting shall be signed by the Chairperson and the Secretary of the meeting. The list of the attending members and the documents related to the convening of the General Meeting shall be enclosed to the minutes.

(3) Every member present at the General Meeting shall have the right to request and monitor the accurate recording of the decisions in the minutes.

Managing Board

Article 31. (1) The association shall be managed and represented by the Managing Board.

(2) The members of the Managing Board shall be elected by the General Meeting for a term of 5 (five) years.

(3) The Managing Board shall comprise 5 (five) members - natural persons or legal entities, which shall be members of the association.

(4) A legal entity - member of the association can be also a member of the Managing Board and it shall be represented at the session of the Board by its lawful representative or an expressly authorized natural person.

(5) The members of the Managing Board can be re-elected without any limitations.

Article 32. (1) The members of the Managing Board or the natural persons representing the legal entities  - members of the Board shall:

1.      possess the appropriate professional competence and experience

2.      not be sentenced to imprisonment for premeditated crime of general nature;

3.      for legal entities - shall not be declared in liquidation or bankrupt.

Rights and obligations of the Managing Board

Article 33. (1) The members of the Managing Board shall have equal rights and obligations regardless of the internal distribution of functions between the members and the decisions.

(2) The Managing Board shall adopt rules for its work and shall elect Chief Executive Officer, Chairperson and Deputy - Chairperson among its members.

(3) The Managing Board shall:

1. represent the association  as well as determine the extent of representation power of its individual members;

2. ensure the implementation of the decisions of the GM;

3. prepare and submit to the GM the report on the activities of the association;

4. determine the procedure and organize the activities of the association, and shall be responsible for the above;

5. determine the address of the association;

6. adopt rules of procedure for its work;

7. approve the organization and management structure, the procedure for the appointment and dismissal of the personnel of the executive administration, the rules for the salary, and other internal rules.

8. dispose of the property of the association including adopt rules for the acquisition, expropriation, and encumbering of real property and establishment of property rights on them, as well as for their granting on lease

9. make decisions on property issues which are not part of the express competence of the GM under the law and these Articles of Association;

10. fulfill its obligations provided for in Article 16, para 2 herein by maintaining control over the economic activity of the association

11. carry out the liquidation and appoint a liquidator/s in the event of dissolution of the association by decision of the GM of the association;

12. For specific activities and projects of the Institute, the MB may set up working groups, advisory committees and involve experts to support the activities of the Institute;

13. make decisions on any other issues with the exception of issues within the competence of the General Meeting in compliance with the conditions of the Law on Non-Profit Legal Entities and these Articles of Association.

Convening, quorum, and majority

Article 34. (1) The meetings of the Managing Board shall be convened and chaired by the Chairperson of the MB following the procedures provided for in the Law on Non-profit Legal Entities. 

(2) The members of the association who are foreign natural persons and legal entities shall be notified about the convening of the MB at the e-mail address and/or fax specified by them at least 5 (five) working days before the meeting.

Local natural persons and legal entities  - members of the MB shall be notified about the convening of the meeting of the MB at the e-mail address and/or fax specified by them at least 3 (three) working days before the meeting.

(3) Decisions can be adopted provided that the meeting is attended by more than the half of the members of the Managing Board in person or represented by another member of the Board. None of the attending members can represent more than one absent member.

(4) Decisions shall be adopted by ordinary majority except in the cases of qualified majority required by the law as well as in the following cases:

 - cases specified in Article 33, para 3, items 5, 8, and 11 of the Articles of Association when decisions shall be adopted by the majority of all members.

 - cases under Article 14, para 2, and Article 31, item 3 and 6 of the Law on Non-profit Legal Entities - by the majority of all members;

(5) The Managing Board can make decisions in absentia provided that all members are notified in advance about this manner of voting and that no one has raised any objections. Attendee shall also be considered a person in two-way connection by telephone or otherwise which guarantees identification of such person and enables participation in discussions and in the decision-making. The vote of such person shall be certified in the minutes by the chairperson of the meeting.

(6) The Managing Board can make a decision even without holding a meeting provided that the minutes on the decision adopted is signed without any remarks or objections raised by all members of the Managing Board.

Liability of the members of the Managing Board

Article 35. (1) The members of the Managing Board shall be liable jointly for their actions which injure the interests of the association.

(2) Each member of the Board can be released from liability under the procedures for the General Meetings of the association stipulated in the law and in these Articles of Association.

XIII. REPRESENTATION OF THE ASSOCIATION

Article 36. The association shall be managed and represented by the Managing Board and in compliance with the representation power vested by it in its members. By decision of the MB the association can be managed and represented solely by the Chairperson of the MB or two or more of its members jointly or severally.

Article 37. The Chairperson of the MB shall:

1.   carry out the functions assigned by the Managing Board and shall organize the implementation of the decisions of the Managing Board.

2.      perform the operating management of the MB;

3.      carry out other activities assigned by decision of the MB.

Obligation to keep books

Article 38. (1) The association shall keep books with minutes of meetings of its collective bodies.

(2) The association shall prepare report on its activity once per year which should include data about:

1.   substantial activities, the funds spent on them, their relevance to the goals and programme of the organization, and the results achieved;

2.    the amount of property received gratuitously and revenues from other fund-raising activities conducted;

3.      the kind, amount, value, and purpose of the donations received and granted, as well as data on the donors;

4.      financial results.

The annual report for the activity and the financial statements of the non-profit legal entity pursuing activities for public benefit shall be submitted in printed or electronic form. They are public and shall be published in the bulletin and the website of the central register at the Ministry of Justice.

 XIV. TERMINATION

Grounds for termination

Article 39. The association shall be dissolved:

1.      by decision of the General Meeting;

2.      by decision of the District Court of the seat of the association in the cases provided for by the Law on Non-profit Legal Entities.

 XV. LIQUIDATION

Article 40. (1) Upon the dissolution of the company, liquidation shall be carried out. The liquidation shall be carried out in compliance with the requirements and rules laid down in Article 43 and Article 44 of the Law on Non-profit Legal Entities.

(2) Liquidation shall be carried out by the Managing Board of the association or a person appointed by it and the liquidator shall satisfy the creditors of the association in compliance of the requirements of Article 43 of the  Law on Non-profit Legal Entities.

(3) The property remaining after the satisfaction of the creditors shall be distributed in compliance with the following rules:

The Managing Board shall adopt a unanimous decision on the distribution of the property remaining after the satisfaction of the creditors in compliance with the applicable law as of the time of liquidation and the goals of the association, the manner of acquisition and deposition of the property, the type of property.

(5) The persons who have acquired property under the preceding paragraph shall be liable for the obligations of the association to the amount of the acquired property.

 

XVI. TRANSITIONAL AND CONCLUDING PROVISIONS

Article 41. Amendments to these Articles of Association can be introduced under the procedures provided for herein and in the Law on Non-profit Legal Entities.

Article 42. The provisions of the general Bulgarian legislation and the provisions of the Law on Non-profit Legal Entities shall apply for the interpretation or application of the provisions hereof.

These Articles of Association  were unanimously adopted by all the attending founders at the Constituent meeting of the non-profit association INTERNATIONAL INSTITUTE FOR SECURITY AND COOPERATION, held on 15.10. 2008 in Sofia City, in faith thereof the latter parties signed these Articles of Association.

 

FOUNDERS:


1680, София, България
ул. "Пирин" 50
Сграда Скорпио, ет. 8
Телефон: +359 2 892 25 75 
Факс: +359 2 892 25 77
E-mail: office@InISC.eu