Statute of Bulgarian Association of the Traders of Agricultural Machines BATA

STATUTE
OF BULGARIAN ASSOCIATION OT THE TRADERS OF AGRICULTURAL MACHINES
/BATA AGRO/

 

 

І. GENERAL INFORMATION
Art. 1.1  The Bulgarian Association of the Traders of Agricultural machines is a juridical entity –  non-profit organization.

1.2. Bulgarian Association of the Traders of Agricultural machines combines the Bulgarian juridical entities which are authorized by the manufacturer to import and distribute automotive and coupling agricultural machines in Bulgaria.
1.3. The Bulgarian Association of the Traders of Agricultural machines is an organization, which is acting for a private benefit – to their members.

ІІ. NAME, HEADQUARTERS AND TERM

Art. 2. The name of the association is “Bulgarian Association of the Traders of Agricultural machines”, which can be written and abbreviated as “BATA AGRO”.

Art. 3.1. The registered office of the association is: Sofia, 147 “Tsarigradsko Shose” blvd.

3.2. The association has a graphic symbol and font.

3.3. The seal of BATA AGRO is round and contains inscriptions – Sofia (in the seal centre) and “Bulgarian association of the traders of agricultural machines”.

3.4. The association is not limited by time or termination condition.

ІІІ. OBJECTIVES AND MEANS

Art. 4.1. BATA AGRO carries on its activities to achieve the following objectives:

– creating modern conditions for importing and sale of agricultural machines in Bulgaria and all activities and factors that determines their use and optimal environmental impact;
– creating conditions for observing the principles of fair competition between traders of agricultural machines in Bulgaria and their distributors in the country;
– tabling of the meeting discussed and formed by the Management Board proposals on the activities of its members for timely consideration by the competent authorities.

4.2.  To achieve the objectives BATA A GROuses the following means:

– organizing discussions and develop opinions on draft regulation acts and decisions, gives opinion on draft amendments to new and existing regulation acts related to performance of the objectives, functions and tasks of BATA AGRO;
– organizing of independent expert assessment of technical solutions related to trade, use and maintenance of agricultural machines;
– organizing joint activities of its members, exhibitions of agricultural machines and other that is interest to them;
– programs development and projects offering to competent public authorities for adopting of draft regulations that ensure the maximum environmental cleanliness in the use of agricultural machinery;
– develop and propose to the authorities for approval of certifying system on technical and environmental level for imports of agricultural machinery, in accordance with the existing in the European Union systems;
– developing and offering to its members collegiality and ethical norms in the marketing of agricultural machinery;
– organizing jointly with its industry chambers and associations, governing and public organizations for appropriate forms of protection of the interests of agricultural machinery owners against the poor quality in trade, repair, spare parts, fuel and etc., unscrupulousness and standards violation;
– supporting the relevant state authorities though active suggestions and opinions, updating laws and regulations related to development of the agriculture, technical standards etc.;
– organization on behalf and in the interests of its members an advertising activities, demonstration of new technologies, models, products etc. against payment;
– collect and summarize information for sale of agricultural machines from its members, from other participants on the market and from the competent institutions and making it available for use by the members and for publication of selected media.
– representation of its members before the public and state authorities related to the general issues;
– BATA representation in international events with similar goals without shifting the direct representation of its members;
– assistance to protect the interests of its members before the relevant state or other organizations in the event of unfair competition, monopoly and commercial disloyal on behalf of Bulgarian or international companies or persons, or other actions contrary to the law or hinder their work;
– implementation of voluntary and non-juridical disputes settlement between the members of the Association.
4.3. Scope of activities of the Association:

– organizing discussions and develop opinions on draft regulation acts and decisions, gives opinion on draft amendments to new and existing regulation acts related to performance of the objectives, functions and tasks of BATA AGRO;
– organizing of independent expert assessment of technical solutions related to trade, use and maintenance of agricultural machines;
– organizing joint activities of its members, exhibitions of agricultural machines and other that is interest to them;
– programs development and projects offering to competent public authorities for adopting of draft regulations that ensure the maximum environmental cleanliness in the use of agricultural machinery;
– develop and propose to the authorities for approval of certifying system on technical and environmental level for imports of agricultural machinery, in accordance with the existing in the European Union systems;
– developing and offering to its members collegiality and ethical norms in the marketing of agricultural machinery;
– organizing jointly with its industry chambers and associations, governing and public organizations for appropriate forms of protection of the interests of agro machinery owners against the poor quality in trade, repair, spare parts, fuel and etc., unscrupulousness and standards violation;
– supporting the relevant state authorities though active suggestions and opinions, updating laws and regulations related to development of the agriculture, technical standards etc.;
– organization on behalf and in the interests of its members an advertising activities, demonstration of new technologies, models, products etc. against payment;
– collect and summarize information for sale of agricultural machines from its members, from other participants on the market and from the competent institutions and making it available for use by the members and for publication of selected media;
– representation of its members before the public and state authorities related to the general issues;
– BATA AGRO representation in international events with similar goals without shifting the direct representation of its members;
– assistance to protect the interests of its members before the relevant state or other organizations in the event of unfair competition, monopoly and commercial disloyal on behalf of Bulgarian or international companies or persons, or other actions contrary to the law or hinder their work;
– implementation of voluntary and non-juridical disputes settlement between the members of the Association.

ІV. PROPERTY AND FINANCE

Art. 5.1. The property of the Association is formed by:

– affiliations and annual membership fees of the members:
• affiliation fee – at the amount of EURO 800,
• annual membership fee – at the amount of EURO 1000;
– donations and  wills for the benefit of the Association;
– revenue from the property management;
– income from the agricultural activities within the objectives of the Association: information and publishing activities; organizing of exhibitions; advertisement activity; contracts for cooperation. Revenue form the additional agriculture activity can only be used for the achievement of those goals to the Statute;
– other income source permitted by law.

5.2. Spending the funds of the Association shall be determined by the MB by a majority of all members in accordance with the approved budged by the General assembly.

5.3. By decision of the General assembly target funds can be established from the property of the Association.

5.4. The Association activity is financed from the funds described in Article 5.1. the Statute.

5.5. On General assembly decision the members of the Association can make targeted contributions to achieve a goal set by the Statute or by decision on the General assembly. In its decision the General assembly defines the purpose, the amount and the way for collecting contributions. The decision is taken by a majority of the represented members of the Association.
5.6. The members of the Association can provide funds on the form of a loan or real estates and certain personal chattels for rent.

5.7. The size rates on loans or rents according art. 5.6., is determined by the General assembly of the Association.

5.8. To achieve the goals on preserving and increasing their property the Association may carry out domestic and foreign transactions, including to acquire and alienate of immovable belongings, chattels, property rights, securities, intellectual property rights.

5.9. The Association may establish and shareholder in commercial companies in the country or abroad to realize their goals or to raise funds for their activities.

5.10. The Association cannot participate in general and limited partnerships as general partner.

V. MEMBERSHIP. RIGHTS AND OBLIGATIONS

Art.6.Association membership is voluntary.
Art.7.1. Association member can be a Bulgarian juridical person, which is authorized by the manufacturer to import and/or distribute of new agricultural machinery in the territory of Bulgaria, that should be certified by a declaration issued by the manufacturer and sales revenue in excess of BGN 1 million.

7.2. The Association members shall retain their legal and economic autonomy.
Art.8.1. By decision of the General assembly of BATA as a member of the Association may become an individual who does not require of the membership requirements. In this case the person receives the status of an honorary member.

8.2. The honorary member is not entitled to vote and does not owe membership fee.
Art.9.1. New members of the Association shall be admitted by the General assembly with qualified majority (3/4 of the membership) upon written request – a model, addressed to the MB. Towards the application should be attached:
 Decision of the management body of the company for membership in “Bulgarian Association of the Traders of Agricultural machines”.
 Copy of tax  registration.
 A copy of comprehensive income for the previous year, verifying a turnover in excess of BGN 1 million realized from the sale of agricultural machines.
 A declaration from the manager, certifying that the turnover is realized from the sale of agricultural machines.
 A document, certifying that the applicant status is authorized trader from the manufacturer and distributor of agricultural machines in Bulgaria.
 A declaration certifying that the applicant accepts and undertakes to comply with the provisions of the Statute and the internal regulations approved by BATA AGRO – a model.
9.2. The decision for admission of the General assembly is taken by qualified majority and enters in force upon payment by the applicant of an affiliation fee and annual membership fee, calculated on the basis of the rest of the year.
Art.10. Each member of BATA AGRO has the right:

– to participate in the Association activity;
– to elect and be elected in the bodies of BATA AGRO;
– to receive information from the bodies of BATA AGRO for their activities and the made decisions;
– to make suggestions, request etc.;
– to benefit from the performance of the Association and the protection of the Association in carrying out activities related to his objectives and within the Statute.
Art.11. Each member of BATA AGRO is required:

– to contribute to the objectives of BATA AGRO;
– to comply with the Statute;
– to implement the decisions of the bodies of BATA AGRO ;
– to submit the membership fee defined by the General assembly;
– to provide funds for the implementation of targeted programs and other activities of BATA AGRO, participation in which he gave prior consent;
– to private to the Association the information necessary to accomplish his goals and tasks and the taken decisions in time.
Art.12.1. Membership of BATA AGRO can be terminated:

– on your own will, by submitting of an application to the MB. In this case the termination of the membership enters in force at the date the application is submitted;
– with the termination of the juridical person – member of the Association;
– with the termination of the Association;
– with loss of membership status according art. 1.2.;
– be expelled;
– dropping out due to delays in payment of the membership fees for more than three months, found by the Management board on the basis of the accounting.

12.2. BATA AGRO member can be expelled by the General assembly, having been asked to clarify in written within one month period to the Management board, the circumstances that have given rise for his expel, in case of:
– violation of the Statute;
– misuse of funds of the Association to misappropriation or diversion of funds are not intended;
– using the BATA AGRO name for purposes contrary to those of the Statute;
– non-observance of the decisions of the BATA AGRO bodies.
Art.13. Upon termination of the membership the made financial contributions and donations remain in favor of the Association. All decisions on the organization of join activities taken by the management bodies of the Association concerning property issues with the participation of members who subsequently terminate their membership does not remain in effect for them.
Art.14. For the obligation of the Association the member is responsible to the extent of the property contributions provided by the statute and issued on the basis of decisions of the management bodies.

VІ. BODIES, MANAGEMENT AND REPRESENTATION OF THE ASSOCIATION

Art.15. Bodies of BATA AGRO are:

– General assembly;
– Management board;
– Executive director.

GENERAL ASSEMBLY

Art.16.1. General assembly is the supreme authority of the Association. All of the members of the Association participated in it, represented by a legal representative or by a person written authorized by them.

16.2. The General assembly convened at least twice a year at the headquarters of the Association by the Management board or at the request of 1/3 of its members. The agenda, date, time, place and on whose initiative the meeting is held shall be made by a written invitation with return receipt to each members one month before the fixed date.

16.3. The General assembly is valid, if more of the half of the members of the Association presented at it. At want of quorum the meeting is postponed for one hour later at the same place and under the same agenda and may take place regardless of the number of the attending members.

16.4. The decisions of the General assembly are taken by majority of members present of the meeting, unless the law or this Statute providers otherwise. Each member has one vote.

16.5. In matters of amendment and supplementing of the Statute and the conversion or terminating of the Association the decisions shall be taken by a majority of 2/3 of the number of members attending to the meeting.

16.6. On issues that were not previously included in the agenda or properly disclosed, cannot decide.

16.7. The decisions of the General assembly shall enter in force immediately unless their actions delay or if the law provides enter into force after promulgation.
Art.17. General assembly:

– amended the Statute;
– adopt guidelines and targeted programs for the activities of the Association;
– approve, confirm and amend the budget of the Association;
– determine the number, elect and dismiss the members of the Management board and the Supervisory board;
– elect and dismiss the Chairman of the Management board;
– elect an dismiss the Executive director on Management board proposal;
– admit and expel members of the Association;
– decide on the acquisition, management and give orders of movable and immovable property of the Association;
– take decisions for transforms and terminate of the Association;
– cancel the decisions of bodies of BATA, which contravene the laws, statute and other internal regulation acts, advertisement activities of the Association;
– determine the amount and manner of collection of the membership fees;
– take reports for the activities of the Management board and the Supervisory board.
Art. 18.1. For meeting of the General assembly is kept protocol in a special book. The protocol is kept as required by law.

18.2. The protocol must be signed by the chairman and the secretary of the meeting and by the vote counters. To the protocol is attached a list of present and the documents connected with the convocation of the General assembly.

MANAGEMENT BOARD

Art.19.1. Management board consist at least five members – the Chairman and the members of the Management board, elected between the members of the Association. The exact number is determined by special decision of the General assembly.

19.2. The members of the Management board are electing by the General assembly with a majority of the present members for a term of 2 (two) years.

19.3. The Management board conferences at least once every two months and is convened by the Chairman of the Management board.

19.4. Management board members can be represented at the meeting by another member of the board with written authorization. A member is considered attending the meeting when there is bilateral telephone connection or other communication link, allowing full participation in discussions and decisions. The vote of such member shall be certified in the report by the chairman.

19.5. The Management board meetings are convened and chaired by the chairman. The Chairman shall convene the Management board meeting at the written request of 1/3 of its members. If the Chairman fails to convene the meeting of the Management board within one week of receiving the written request, it can be called by any interested member of the Board. In absence of the Chairman of the meeting it shall be chaired by appointed member of the Management board.

19.6. The Management board may take decisions only if more of the half members attended the meeting.

19.7. The decisions are taken by a majority of the attended of the meeting members except the law or the statute say otherwise. Decisions on disposition of assets of the Association and establishing the terms and organizing the activity of the Association shall be taken with a majority of all members of the Management board.

19.8. The Management board may take decisions without convene a meeting if the protocol of the decision is signed without remarks and objections by all members of the Management board.

Art.20.1. Management board:

– represent the Association by its Chairman;
– organize the implementation of the decisions of the General assembly and report the activities of the Association to it.
– determine the order and organize the accomplishment of the activities of the Association and is responsible for that;
– put forward to the General assembly the plan and the program of the activity of the Association;
– propose to the General assembly the budget, organization and management structure of the Association;
– determine the order of appointment and dismissal of the staff and other internal rules of the Association;
– propose honorary members of the Association to the General assembly;
– accomplish contacts and coordination with other similar organizations in the country and abroad;
– prepare the report of BATA AGRO for the activities and the implementation of the budget;
– takes decisions on the acquisition, management and disposition of the movable property of the Association at an amount of BGN 20 000;
– implement the budget of the Association, approved by the General assembly;
– performs other activities which lie beyond the competence of other bodies of the Association.
Art. 20.2. Management board shall convene General assembly for reporting and selecting within 2 (two) months before the expiry of the mandate by the compulsory content of the agenda: approves the report for the activity of the Management board and its exemption from liability for its activities; hears the report and the report of the Supervisor board and the selection of the Chairman and members of the Management board, and members of the Supervisor board of the Association.

Art. 21. The Chairman of the Management board:

– represents the Association in the country and abroad;
– organizes the work of the Management board;
– offers to the Management board the number of jobs in positions of the Association and conclude labour contracts with the employees of the Association, civil contracts in pursuance of support and other contracts related to the current work of BATA AGRO;
– reports the activity of the Management board to the General assembly.
Art. 22.1. At the proposal of Management board the General assembly may elect an Executive director, who is mandated to three years without restrictions on re-election. For Executive director may be elected individual who is not representative and/or employee of a juridical person – member of BARA.

Art. 22.2. The Executive director is not entitled to represent the Association to third parties in the country or abroad unless expressly authorized in written by the Chairman of the Management board.

Art.23.1. Executive director:

1. organizes the implementation of the decisions of the Management board;
2. offers to the Management board the number of jobs in positions of the Association and offers the labour contracts with the employees of the Association, civil contracts in pursuance of support and other contracts related to the current work of BATA AGRO;
3.  reports immediately to the Management board for relevant circumstances concerning the activity of the Association;
4. performs all other functions which the General assembly or Management board conferred by act.

Art.23.2. Executive director can be changed before the end of the mandate with a decision of the General assembly at propose of the Management board.
Art.24. On behalf of the Association the Chairman of the Management board conclude a contract with the Executive director which content is approved by the General assembly at propose of the Management board and in which the rights, obligations, current payment, compensation for early release of executive functions, insurance and other conditions are previously stipulated.

VІІ. DOCUMENTS OF BATA

Art.25. In entering into relationships with third parties the official documents of BATA  AGROshall be signed by the Chairman or in his absence by authorized member of the Management board and shall be stamped with the seal of the Association. The documents should include the name, headquarters, address, the registration data of the association and ID code BULSTAT.
VІІІ. TERMINATION

Art.26. Dissolution of BATA AGRO may become:
– with decision of the General assembly took with a majority 2/3 of all members of BATA.
– a decision of the court in cases provided by law.
Art.27. Liquidation is carried out in the manner provided by law.
Art.28. After satisfaction of creditors the rest of the property is distributed by decision of the General assembly according the law order.

ІХ. CLOSING REGULATIONS

Art.29. Matters unsettled by this Statute and acts of the General assembly shall be settled by Bulgarian civil laws.

Art.30.1. Under this Statute:

“Agriculture machinery” are automotive and coupling industry devices designed to perform or support the main processes in agriculture, the maintenance of lawns and massifs, as well as those related to gathering, sorting and storage of crops.

This Statute is accepted by the General assembly of BATA AGRO, dated 30.03.2011, Sofia.