ARTICLES OF ASSOCIATION of Program for the Development of the Judicial System

Today, 5 July 2007 (the fifth of July 2007), these Articles of Association have been adopted and signed in the city of Sofia:

I. GENERAL PROVISIONS

Article 1. These Articles of Association shall provide for the establishment, structure, activities, means, goals and winding-up of the association “Program for the Development of the Judicial System” hereinafter referred to as the Association.

Article 2. (1) The Association “Program for the Development of the Judicial System” shall be a not-for-profit association performing activities in public benefit.

(2) The Association shall be an independent legal entity registered and performing its activities in accordance with the requirements of the Not-for-Profit Legal Entities Act.

(З) The Association may not be transformed into a not-for-profit legal entity performing activities in private benefit.

(4) The Association shall not be a political organization and shall not pursue any political goals.

II. NAME, REGISTERED OFFICE AND BUSINESS ADDRESS

Article 3. The name of the Association shall be “Програма за развитие на съдебната система” which may be referred to as “Program for the Development of the Judicial System” in the English language.

Article 4. The registered office of the Association shall be in the Republic of Bulgaria, city of Sofia. Its business address shall be: Sofia 1324, Liulin, bl. 706, entr. 4, floor 12, aprt. 80.

Article 5. Any written expression of will on behalf of the Association must contain its name, registered office, business address and information about the registration, including BULSTAT number.

III. GOALS, MEANS, OBJECTS AND DURATION

Article 6. The goals of Association shall be: to support the development of the judicial system and the strengthening of Rule of Law through the encouragement of judicial reform, improvement of access to justice, increasing the support, trust and confidence of the civil society in the work of the judicial system, popularizing national and international standards and acts in the field of development of the judicial system and protection of human rights.

Article 7. The Association shall achieve its goals as follows:

  1. Formulate, implement, coordinate and popularize policies, programs and initiatives in the area of judicial reform an a national and local level to assist the building of the capacity of the judicial bodies;
  2. Cooperate with and support the work of the judicial bodies aimed at ensuring transparency and accountability in the work of the judicial bodies and improving the public trust and confidence;
  3. Identify, apply and disseminate good practices in support for the work of the judiciary and improve the environment for its functioning;
  4. Encourage the cooperation between the judicial bodies and promote mechanisms to stimulate it;
  5. Stimulate and improve the cooperation with professional organizations and organizations from the non-governmental sector in Bulgaria and abroad;
  6. Develop and implement programs and projects and organize research, expert and consultancy work;
  7. Perform advocacy activities;
  8. Provide methodological and consultancy support to the courts and the other judicial bodies;
  9. Perform conference activities – organize and conduct conferences, presentations, seminars, round table discussions, etc.;
  10. Conduct trainings, lectures, discussions and other educational forms, develop manuals and guides to facilitate the work;
  11. Build and support partnerships at different levels;
  12. In pursuance of its goals, the Association shall perform any other activities that are in compliance with the goals and permitted by law.

Article 8. (1) The Association may carry out the following additional economic activities related to its objects:

  1. Publish and disseminate specialized literature in the field of the judiciary and citizens’ rights;
  2. Grant copyright to publications of the Association;
  3. Organize seminars, lectures, working groups and round tables;
  4. Carry out consultancy and training services related to the objects of the Association.

(2) Any economic activities carried out shall be subject to the rules and procedures provided for and set out by the respective legislation.

(3) Any revenue from additional activities may be used only for the pursuance of the goals of the Association and not to distribute profit.

Article 9. The Association shall be set up for an indefinite period of time.

IV. MEMBERSHIP AND MEMBERSHIP RELATIONS

Article 10. Members of the Association may be Bulgarian and foreign legally capable natural persons and legal entities who accept the Articles of Association and express readiness to work for the achievement of the goals of the Association.

Article 11. Membership in the Association shall be voluntary.

Article 12. Membership relations shall come into being as follows:

  1. For the founders – as of entry of the registration of the Association into the respective register of the Sofia City Court;

  2. For all others – after completion of the procedure provided for in Article 13 of the Articles of Association.

Article 13. (1) New members of Association shall be approved with a decision of the General Meeting taken with a simple majority.

(2) Any candidates who want to become members of the Association shall file a written request with the Management Board which must contain an expression of their will to be members and a declaration that the candidate is familiar with the Articles of Association and its goals and will observe them in their activity.

(3) The Management Board shall report all requests filed if they comply with the requirements during the first General Meeting after their filing.

Article 14. The members of the Association shall have the right to:

  1. Participate in its management;
  2. Be elected to its management bodies;
  3. Exercise their right to vote on all issues subject to resolution by vote;
  4. Require information of the management bodies concerning the overall activities of Association and its financial position.

Article 15. The members of the Association shall be obligated to:

  1. Abide by its Articles of Association;
  2. Implements the decisions of the management bodies of the Association;
  3. Pay their entry fee and membership fee to the amount and in accordance with the procedure provided for in Article 33.

Article 16. A member of the Association shall be liable for their obligations to the amount of the property contributions provided for in the Articles of Association. The member shall not be personally responsible for any obligations of the Association.

Article 17. All membership rights and obligations, excluding property ones, shall be non-transferable and shall not pass on to any other people in the event of death, respectively termination.

Article 18. (1) Membership shall be terminated upon:

  1. One’s unilateral expression of their will to the General Meeting of the Association;
  2. Death or placement in full custody;
  3. Suspension;
  4. Winding up of a not-for-profit legal entity;
  5. Dropping out.

(2) Termination of membership in the Association because of suspension shall be made with a decision of the General Meeting taken with a qualified majority of 2/3 of the votes of all members of the Association attending the meeting when the person whose suspension is put to the vote carries out activities that are incompatible with the requirements of these Articles of Association, does not implement the decisions of the management bodies of the Association, causes damages to the name and reputation of the Association with their actions or omissions. The person whose suspension has been proposed shall be invited to provide explanation and present their position before the General Meeting but shall not take part in the vote on the issue.

(3) Dropping out as a result of one’s failure to pay the property contributions set for a period of three years and the systematic failure to take part in the activities shall be established on the basis of the respective documents. The person shall be notified in writing about their suspended membership by the Management Board.

V. MANAGEMENT BODIES OF THE ASSOCIATION. MANAGEMENT AND REPRESENTATION

Article 19. (1) The Association Bodies shall be:

  1. General Meeting of the members (GM);
  2. Management Board (MB).

Article 20. The General Meeting shall be the supreme body of the Association and it shall be composed of all of its members.

Article 21. (1) The General Meeting shall be convened at a regular meeting at least once a year.

(2) The General Meeting shall be convened by the Management Board or on the request of 1/3 (one-third) of all the members of the Association. In the latter case, if the Management Board fails to extend a written invitation to convene a General Meeting within two months, the Meeting shall be convened by the court in view of the registered office of the Association on the written request of the interested members or a person authorized by them.

(3) The General Meeting shall be convened by sending a written invitation to the members sent at least seven days before the meeting. The invitation shall contain the following: agenda, date, place and time of the meeting and on whose initiative it has been convened. The invitation shall be announced on the Association’s website, through the media or in any other appropriate way. No promulgation of the invitation in the State Gazette shall be provided.

(4) The General Meeting shall be considered legal and can make legitimate decisions provided that at least half of the Association’s members attend the meeting. Provided that the necessary number of members to have a quorum fail to appear, the General Meeting shall be postponed by one hour retaining the same agenda and shall be considered legal regardless of the number of members attending.

Article 22. Each member shall be entitled to one vote; voting by proxy shall be allowed. One person may represent no more than three members at the General Meeting on the basis of a written Power of Attorney. No reauthorization shall be allowed.

Article 23. (1) The General Meeting shall:

  1. Amend and modify the Articles of Association;
  2. Adopt other internal acts;
  3. Elect and release the members of the Management Board;
  4. Approve and suspend members;
  5. Make a decision on opening and closing of branches;
  6. Make a decision on the participation in other organizations;
  7. Make a decision on termination of the Association;
  8. Approve the main areas of work and action plan of the Association;
  9. Approve the budget of the Association;
  10. Make decisions about the membership fee and the amount of the membership fee or the property contributions;
  11. Approve the activities’ report of the Management Board;
  12. Cancel any decisions of the other bodies of the Association that contradict the law, the Articles of Association or other internal acts that regulate the activities of the Association;
  13. Make other decisions as provided for in the Articles of Association.

(2) The rights specified under paragraph 1, items 1, 3, 7, 9, 11 and 12 shall not be transferred to other bodies of the Association.

(3) The decisions made by the General Meeting shall be binding for the other bodies of the Association.

(4) The decision of the General Meeting shall be subject to judicial supervision with regard to their compliance with the law and with the Articles of Association.

(5) The decisions made by the bodies of the Association that are contradictory to the law, the Articles of Association or a previous decision of the General Meeting may be contested before the General Meeting at the request of the Association members interested, or at the request of one of its bodies provided the request was filed within a month of the moment it was known about them, but no later than a year of the date of the decision.

(6) Any arguments under paragraph 4 may be referred to the court of jurisdiction in view of the registration of the Association by any of the members or its bodies, or by the prosecutor within a month of the moment it was known about them, but no later than a year of the date of the decision.

Article 24. (1) The decisions of the General Meeting shall be made by all people present with a simple majority.

(2) Any decisions under Art. 23, para. 1, item 1 and 7 and Art. 28, para. 2 as well as in relation to other issues expressly provided for in the Articles of Association shall be made by a majority of 2/3 of the people present.

(3) No decisions may be made concerning any issues that have not been included on the agenda announced with the invitation.

Article 25. (1) The General Meeting shall elect the Management Board of the Association by simple majority.

(2) The General Meeting shall elect a Chairperson of the Association by a majority of 2/3 of the votes of those who attend the meeting among the members of the Management Board elected.

Article 26. The Management Board (MB) shall be a standing body of the Association which shall make decisions on all the issues related to the operational management of the activities of the Association.

Article 27. (1) The Management Board shall be elected for a period of three years by the General Meeting under the conditions and provisions hereof. The first Management Board shall be elected for a period of one year.

(2) The number of the members of the Management Board shall be set by the General Meeting but it cannot be less than three.

Article 28. The Management Board shall:

  1. Represent the Association and set the amount of representative power of its individual members;
  2. Ensure implementation of the decisions of the General Meeting;
  3. Dispose of the property of the Association in compliance with the requirements of the Articles of Association;
  4. Prepare and table before the General Meeting a draft budget;
  5. Prepare and table before the General Meeting a report on the activities of Association;
  6. Set out the procedure and organize the performance of the activities of the Association and be liable for this;
  7. Set the address of the Association;
  8. Make decisions on all issues excluded of the rights of another body pursuant to the Articles of Association or by law;
  9. Perform the obligations provided herein.

Article 29. The annual report about the work and the financial report of the Association shall be filed every year with the central register of not-for-profit legal entities for the public benefit with the Ministry of Justice together with the annual financial report.

Article 30. (1) Meetings of the Management Board may be convened on the request of any Board member.

(2) The meetings of the Management Board shall be presided over by the Board Chairperson. If the Chairperson is absent, the meeting shall be chaired by a Board member.

(3) The Management Board may make decisions if its meeting is attended by more than half of its members.

(4) Attending the meeting shall also be a person who has a two-way telephone connection or another connection ensuring that their identity can be established and allowing the person to take part in the discussion and decision making process. The vote of such a member shall be certified in the minutes by the person presiding over the meeting.

Article 31. (1) Decisions shall be made by a majority of the people present and the decisions concerning the choice of a liquidator and any issues under Art. 28, item 3 and 6 – by a majority of all the members.

(2) The Management Board may make a decision without holding a meeting if the minutes of the decision made are signed without dissenting opinions and objections by all Board members.

Article 32. The Association shall be represented before third parties by its Chairperson and by the other members of the Management Board – jointly and separately.

VI. FUNDING. AUDIT. BOOKKEEPING

Article 33. (1) Sources of funds for the Association shall be the funding under projects and programs, property contributions of the members, economic activities, donations, sponsorship.

(2) Any member of the Association shall owe a single entry contribution in the amount of BGN 30.

(3) The membership fee shall be annual and in the amount of BGN 30.

(4) The membership fee shall be paid no later than December 25th for the following calendar year and the entry contribution shall be paid as follows:

  • For the founders – no later than 10 days as of the constituent meeting;
  • For all newly-approved members – no later than 10 days as of the notice that their membership request has been approved.

(5) The General Meeting may make a decision to change the amount of the entry contribution and the membership fee or any other contribution by a majority of 2/3 of the people present.

Article 34. The accounting reporting and activities of the Association shall be subject to independent financial audit in accordance with the Accountancy Act.

Article 35. The Association shall keep and maintain books to record the minutes of the meetings of the collective bodies (General Meeting and Management Board). The person presiding over the meeting of a collective body and the person who has prepared the minutes shall certify and be liable for the truthfulness of their content.

VII. TERMINATION OF THE ASSOCIATION

Article 36. The Association shall be terminated:

  1. By decision of the General Meeting;
  2. As provided for by law.

Article 37. Upon termination of the Association by decision of the General Meeting a liquidation procedure shall be announced and a liquidator shall be appointed.

Article 38. Liquidation shall be carried out by the management body or a person designated by it.

Article 39. The liquidator shall be obligated to satisfy if possible the creditors of the Association from the cash available and, should this be impossible, by cashing the movables first and then the real estate of the Association.

Article 40. The property may not be transferred in any way to:

  1. Founders, current and former members;
  2. People who have been on the management bodies or its employees;
  3. Liquidators except for the remuneration due;
  4. Spouses of the people under items 1 – 3;
  5. Relatives of the people under items 1 – 3 in a direct line of descent – without limitation, in a collateral line of descent – up to the fourth degree, or by marriage – up to the second degree included;
  6. Legal entities where the people under item 1 – 5 are managers or may impose or block the making of decisions.

Article 41. (1) Any property left after the creditors have been satisfied shall be provided, pursuant to a decision of the General Meeting of the Association, to the not-for-profit legal entity designated to carry out activities to the public benefit with the same or similar non-economic purpose.

(2) If the property is not provided pursuant to the procedure under para. 1, it shall be handed to the municipality where the registered office of the terminated not-or-profit legal entity is located. The municipality shall be obligated to provide the property for carrying out activities to the public benefit whose goal is as close as possible to the goal of the terminated not-for-profit legal entity.

VIII. FINAL PROVISIONS

Article 42. To all the issues that have not been settled herein the provisions of the Not-for-Profit Legal Entities Act shall apply, along with the other statutory provisions in effect in the Republic of Bulgaria.

Article 43. These Articles of Association have been made in two identical copies – one for the Association’s files and one – for the registry court.

FOUNDERS:

  1. Denitsa Vladimirova Todorova
  2. Velislava Dineva Delcheva
  3. Eliana Milkova Angelova
  4. Presiana Stankova Manolova
  5. Iva Nikolaeva Vatova – Ivanova
  6. Ralitsa Velichkova Velichkova
  7. Galina Simeonova Kirova – Mihova