THE BULGARIAN ASSOCIATION FOR FREIGHT FORWARDING, TRANSPORT AND LOGISTICS
Art.1 /1/. The name of the Association is the BULGARIAN ASSOCIATION for FREIGHT FORWARDING, TRANSPORT and LOGISTICS, and instead of it may also be used the abbreviation NSBS. For correspondence abroad together with the above mentioned abbreviation or separately could be used the translated in English name in abbreviation NSBS.
/2/. The Association is a National branch organization of commercials performing forward and logistic services. The Association is a separate legal entity of non-economic purpose.
/3/. The Association may open branches.
Art. 2 /1/. The seat of NSBS is in the city of Sofia.
/2/. The address of NSBS is the address of its management.
Subject of activity, purposes and means for their achievement
Art. 3 /1/. Subject of activity of the Association is to support its members, to preserve their interests in performing their economic activity, to represent and preserve the interests of the national forwarders’ branch at national and international level and to perform some other functions that have been assigned to him by the state organs and international organizations.
/2/. The aims of the Association are:
1. to represent and keep the mutual interests of the branch or the sub branch before the state administration and other organs, institutions and legal entities with non-economic purpose in the process of taking economic-political, transport-technical or other questions concerning the branch and by preparation of the respective legislative basis.
2. to perform public works in approving the good reputation of the forwarder and his profession;
3. to process for free some private and public matters in the sphere of transportation, including creation of legal-contractual basis and to take some position concerning the labour law and social matters;
4. to make propaganda and advertise the activity of the members of association;
5. to stimulate the commercial collaboration between its members, to take care for preserving the members of disloyal behaviour between themselves;
6. to assist the voluntary settlement of arguments between the members;
7. to accept and control keeping to the rules for preserving the customers, loyal market behaviour and competition in presenting services in the branch.
/3/. The means of achievement of the purposes of Association consist in taking obligatory decisions for the members and manufacturing rules for action and in concluding contracts.
/4/. For the purpose of achieving its aims the Association may join or become a member in branch organizations or institutions with similar purposes, to send representatives in such organizations or to give an agreement for their participation in NSBS.
Type of activity
Art 4. The Association is an organization for realizing an activity in private favour.
Subject of economic activity
Art. 5. The subject of economic activity is: professional study, qualification and issuing of certificates for professional competence of people working in the sphere of forwarding by an approved program, preparation and sale of educative materials, obtaining and sale of the papers of NSBS and the International Federation of Freight Forwarders Associations (FIATA) – in Zurich, Switzerland to the members of association and other activities not prohibited by law.
Art 6. /1/. The Association is financed by:
1. Regular membership payments and extraordinary payments as well as initial payments;
2. Economic activity;
3. Voluntary instalments and donations;
/2/ The Association uses its financial incomes in the framework of the tasks and purposes settled by it;
/3/. The Association does not distribute any profits;
/4/. NSBS is materially responsible only in the limits of its material property;
Organs of the Association
Art. 7. Organs of NSBS are as follows:
1. General assembly;
2. Managing board;
3. Controlling body.
Rights of the General Assembly
Art. 8. /1/ The General Assembly solves the following issues:
1. Alters and changes the Statute;
2. Acknowledges other external acts;
3. Selects and releases the Chairman, members of the Managing Board and members of the Controlling Body; The Chairman is selected in between the members of the previous Managing Board.
4. Takes a decision for transformation or termination of the Association;
5. Approves the Minutes of the previous assembly;
6. Acknowledges the general directions and a program for the activity of the Association;
7. Acknowledges decisions concerning the payment in due course or the amount of membership payments or of the property instalments;
8. Approves the budget of the Association;
9. Approves the Report of the Managing Board for the activity of Association; the annual balance sheet, the Report of the Controlling Body and releases of responsibility the Managing Board members;
10. Determines the conditions, papers and the procedure for acceptance of regular members of the Association;
11. Gives an opinion on complaints filed by outcast or excluded members.
12. Abrogates decisions of other organs of the Association that contradict law, the statute or other internal acts, regulating the activity of the Association;
13. Takes also other decisions, provided in the Statute;
/2/. The decisions of the General Assembly are obligatory for the other organs of the Association
/3/. The decisions of the General Assembly are bound to judicial control concerning their conformity with the law and correspondence to the Statute.
General Assembly – collection, voting and decision making
Art. 9. /1/. The General Assembly is a supreme organ of NSBS. It is collected annually in the first half of the year.
/2/. The Extraordinary assembly may be collected any time on request by one third of all its members or by decision of the Managing Board.
/3/. The collection is performed by the Managing Board with announcing the agenda, the date, hour and place of holding the General Assembly, on what initiative it has been collected and eventually the opportunities for organizing the stay of the participants in the place of holding the Assembly.
/4/. The invitation is promulgated in State Gazette and is put in the section for declarations in the Head office of NSBS one month before the fixed date.
/5/. Requirements for inclusion of questions in the agenda shall be filed to the Managing Board at least one 45 days before the collection in writing.
/6/. On matters not included in the agenda declared in the invitation, no decisions could be taken.
/7/. The General Assembly is legal if more than a half of all members are present. In case of lack of quorum the Assembly may be delayed with one hour for the same place and with the same agenda and may be held, no matter how many members have appeared meanwhile.
Art.10 /1/.The General Assembly takes a decision with a majority of all present members.
/2/. The decisions on changing and amending the statute and for transformation or termination of the Association are taken with a majority vote of 2/3 of the present members.
/3/. Each member has the right for one vote.
/4/. In case of equality in the number of votes the vote of the President shall be considered decisive; respectively the vote of the Chairman of the Assembly shall be considered decisive.
/5/. A member of the General Assembly has no right of vote in deciding questions, that concern:
1. him/her, his wife/her husband or relatives in straight line – without limitations, in collateral line – to 4th degree including or kinship by marriage – to second degree including;
2. the legal entities in which he is a manager or may apply or hinder taking decisions;
/6/. Voting and elections may be performed openly.
/7/. With one fifth of the presented votes a secret voting or election may be required.
/8/. One person may represent not more than three members of the General Assembly on the grounds of a written statement. The re-authorizing is not allowed.
Art. 11. /1/. The Managing Board is a management organ of the association and consists of 9 members, members of the Association who are elected by the General Assembly for three years term. The Chairman of the Managing Board afterwards goes too the election of the remaining 8 members of the Board.
/2/. Elect able may be active and qualified representatives of the forwarding companies – members of the Association.
/3/. In one and the same mandate it is not allowed the participation of more than one representative of one and the same company or company group.
/4/. In the Managing Board shall be represented accordingly all forms of the forwarding profession.
/5/. Erased 22.06.2006г;
/6/. In case of viewing of specific questions and in case of respective needs may be asked to meetings also other members or experts with a right of consulting vote.
Authorities of the Managing Board
Art. 12. Managing Board:
1. Represents the Association everywhere where necessary and determines the volume of representative power of his separate members, determines personally who is authorized to put his signature;
2. Prepares and secures the execution of the decisions of the General Assembly;
3. Acknowledges other internal acts;
4. Accepts and excludes members;
5. Takes decisions for opening and closing branches and decides on the manager;
6. Takes decisions for participation in other organizations;
7. Disposes of the property of the Association by keeping the requirements of the Statute;
8. Prepares and enters into the General Assembly a budget project, that secures the balance of incomes and outcomes and the cash flow;
9. Secures legal and purposeful execution of the budget;
10. Makes proposal before the General Assembly for determining the size of initial instalment and of the annual membership charge;
11. Prepares and enters in the General Assembly a report on the activity of the Association and of the Managing Board and the annual Balance Sheet;
12. Determines the order and organizes the performance of the Association activities and bears legal responsibility for that;
13. Selects by his membership deputy chairs;
14. Determines the address of the Association;
15. Takes decisions on all other matters which according to law or the Statute do not coincide with the powers of other organ;
16. Carries out the obligations envisaged in the Statute;
17. Determines the permanent representatives of the Association in international institutions and organization as well as representatives of the Association for participation in state-public organs, commissions and workshops;
18. May form permanent and specialized commissions, expert councils and etc. and to purposefully dissolve them or determinate their leaders;
19. He has the right in the framework of his responsibilities to assign to qualified third parties the execution of particular tasks, especially on legal matters, public relations and translations;
20. May delegate the leading of his works partly or fully to his separate members or to third parties;
21. Recognizes rules for the work of the Managing Board and distribution of the tasks between its members;
22. Takes decisions on all other questions which according to law and the Statute of the Association are not an obligation of the General Assembly;
23. For leading the current matters assigns a director and determines his functions;
24. Approves the state of the Secretariat of the Association;
25. Makes requirements for the liquidation of the Association if such a decision has been recognized by the General Assembly;
Meetings of the Managing Board
Art. 13. /1/The Managing Board meetings are collected and lead by the Chairman. The Chairman may delegate his right of collection of the Managing Board to the managing director. In case of absence of the Chairman, the meeting is lead by the deputy-chair.
/2/.If one third of the members of the Managing Board require collection in writing, by pointing the matters bound to discussion, the Chairman, respectively his deputy, is bound in one week term to collect the Managing Board, the meeting of which should be held in one month term. If the Chairman does not collect a meeting of the Managing Board in this term, it may be collected by each of the interested members of the Managing Board. The invitation is designated in writing and by pointing to the agenda, at least 8 days before the meeting date.
/3/. The Managing Board may take decisions if more than a half of its members are present.
/4/. As present shall also be considered a party with whom there is an established phone or any other type of relation, which guarantees the establishment of his personality and allows his participation in the discussion and the decision taking procedures. The voting of this member is authorized in the Minutes by the Chairman of the meeting.
/5/. The decisions are taken by majority of the votes of all present and the decisions concerning the liquidation, disposal with property and organizing the performance of activity – with a majority of all votes. In case of parity of votes as decisive shall be considered the vote of the Chairman, respectively the one who performs his functions.
/6/. In the meetings of the Managing Board obligatory participates the managing director with a right of consulting vote.
/7/. The Managing Board may take decisions without a meeting held if the Minutes of the decisions taken should be signed with no remarks and objections for that circumstance by all members of the Managing Board.
Chairman, deputy-chairs and a way of presentation of the Association
Art. 14./1/The Chairman:
1. leads and organized the total activity of the Managing Board and is responsible for the execution of the decisions of the General Assembly and the Managing Board. In this activity he is supported by the managing director of the Association and the Secretariat;
2. collects a meeting of the Managing Board on his estimation. That right he is authorized to delegate to the managing director;
3. leads the meeting of the Managing Board and when he is absent the meetings are lead by one of the deputy chairs;
4. on the grounds of the Project, the discussions and the proposals made formulates decisions of the Managing Board having into consideration their clear and undoubted reflection in the Minutes;
5. is authorized in the framework of his responsibilities to assign tasks to qualified third parties for the execution of particular matters, especially in specialized spheres (legal matters, public relations and translations);
6. may assign for particular themes or temporary tasks or to release workshops;
7. may sign the orders for commissioning abroad of the members of the Managing Board, the director, the members of the Association and the servants of the Secretariat;
8. assigns and releases the personnel of the Secretariat in the framework of approved full time employment;
/2/. When the Chairman is hindered, his functions are taken by one of his deputy chairs with all his rights and duties.
Art. 15. The Association is represented by the Chairman of the Managing Board.
Members of the Managing Board
Art.16./1./The Managing Board members:
1. Support the chairman and the deputy chairs in execution of their tasks;
2. Have one and the same rights and duties, despite of the internal separation of their functions;
3. Do not get any remuneration for the meetings, held in the country;
4. They have the right to be paid transport, accommodation and daily charges for participation in the meetings of the Managing Board when such meetings are held out of the seats of their companies.
/2/. By a decision of the General Assembly members of the Managing Board may receive annual remunerations.
/3/. In case of travelling abroad in execution of the tasks of the Association the members of the Managing Board receive in the respective currency transport, accommodation and daily rewards calculated in amounts, settled in the legislative acts for state authorities.
Art. 17. /1/. The General Assembly selects among its environment three experienced members for three years term who control:
1. The financial activities of the Association;
3. Present annually before the General Assembly a report for the Balance sheet, the annual bookkeeping and for the results of their monitoring activity.
/2/. The members of the Controlling Body may state requirements especially on the amount of membership payments and other incomes and the decrease of maintenance cost amount of the Association.
/3/. The members of the Controlling Body may participate in the meetings of the Managing Board with a consultative vote.
/4/. In the meetings of the Controlling Body obligatorily participates the director with a right of consultative vote.
Types of membership
Art. 18 In NSBS exist the following types of membership:
1. Regular members;
2. Associated members;
3. Honourable members;
Art. 19. The conditions, papers and procedure for acceptance of regular members of the Association are determined by the General Assembly.
Art. 20. /1/. An associated member of the Association may be a sole trader or a trade company which does not meet all the requirements for a regular member.
/2/. The application for associated membership is declared by a request signed by the applicant with applied papers and declarations determined by the Managing Board.
/3/. The Managing Board may accept associated members of the Association and representative offices in Bulgaria and foreign forwarding entities and other legal entities that are related in any way with the forwarding branch.
/4/. The Associated membership does not grant the right of voting and using any papers of FIATA and NSBS.
Art. 21. /1/. Physical parties with special merits to the forwarding branch may be declared by the Managing Board as honourable members.
/2/. The preceding membership in the Association is not a prerequisite for being declared as an honourable member.
/3/. The honourable membership does not grant any rights, including the right of vote, and does not create any obligations.
/4/. The rights and obligations of one preceding membership are preserved in any way.
Termination of membership
Art 22. /1/.Membership is terminated:
1. With termination of the Association;
2. With erasing the forwarder – a member of the Commercial register;
3. With the death or putting under full interdiction of the regular member, who is a sole proprietor of a forwarding entity or in case of death of the honourable or associated member;
4. With unilateral declaration of intention sent to the Association. That may be done by a declaration on his part to the Managing Board by keeping the six months term till the end of the current year and after he has performed all his financial duties to the Association;
5. In case of falling away, respectively in case of exclusion according to article 2.
6. When the member is not responsible any more for the conditions of acceptance of members in the Association.
/2/. The exclusion is decided by the Managing Board when a given member multiply and in a very neglect manner violates his statute, contractual and financial duties, spots the good reputation of the forwarding profession as well as on the grounds of:
1. Operative termination of the company,
2. Change in the subject of activity, so as the activity does not correspond to the statute any more,
3. Manifestations of disloyal competition,
4. Serious disturbances of the legal provisions,
5. Not paying the membership payment for the current year.
/3/. Having in mind the seriousness of the violation, it is accepted an inclusion up to 6 months for less serious violations and a permanent exclusion. Instead of exclusion other measures could be taken.
/4/. The exclusion does not release the excluded member from execution of his financial duties to the Association.
/5/. The excluded member may appeal the decision before the next General Assembly, the decision of which is final.
/6/. The members that have abandoned lose any rights of participation in the property of the Association.
Art. 23. /1/. The new coming members make a lump-sum payment as an initial instalment. There is no option of this instalment being recovered.
/2/. The annual membership payment is determined by the General Assembly. It should correspond to the category of membership and the budget of Association.
/3/. The membership payment is paid in the terms, determines by the General Assembly.
/4/. Changes in the size determined in excess by the General Assembly in the year, should be paid not less than one month after the date of the General Assembly.
/5/. In case of entry in the course of the year an annual membership payment should be done, separated in 12 and multiplied with the remaining months of the year.
/6/. If there are any specific cases available or for definite purposes the General Assembly may enter on request by the Managing Board, extraordinary or temporary sizes of the membership payment.
/7/ In case of not paying the membership payment for the current year the party that has not paid should be pushed aside of membership for six months term. If in this term the membership is not paid yet, the person shall be excluded.
Membership rights and obligations
Art. 24. /1/ The membership in the Association is voluntary.
/2/ Each member is authorized to participate in the management of the Association, to be informed about its activity, to use its property and the results of his activity.
/3./ The member is not personally liable for the Association’s duties.
Art. 25. The Association is established over a not-limited term of action.
Transformation of the Association
Art. 26. /1/.The Association may be transformed in other type of legal entity of non-economic purpose, to infuse, merge, detach and separate.
/2/. After detaching or separating the legal entities with non-economic purpose bear joint responsibility for all the obligations, appeared after their transformation.
/3/. The members of the Association which have merged or infused become members of the new legal entity with non-economic purpose and the members of the Association that has been separated – members of the newly formed legal entities of non-economic purpose according to their choice.
Termination of the Association
Art. 27. /1/. The Association is terminated:
1. By decision of the General Assembly;
2. By decision of the competent court, when:
а/. It performs activity which is not in conformity with law, public order and good faith;
b/ has been declared to be in insolvency.
/2/. The court decision under point 2 is enacted on any legal claim by interested party or by the Prosecutor.
/3/.In the cases under point 2, the termination is inscribed officially and the court assigns a liquidator.
Art. 28. /1/In caseof termination of the Association a liquidation procedure is held by the Managing Board or by a party assigned by him.
/2/. The liquidation application is made by the Managing Board or if it is already out of action – by the Chairman not later than two months before collection of the General Assembly, by notifying the members in writing.
/3/. This rule is not applicable in case of availability of grounds for liquidation, provided in legislation.
Property after liquidation
Art. 29. If a decision is taken for the liquidation of the Association, the General Assembly:
1. Takes a decision for distribution of the resting assets after satisfying the creditors of the property;
2. Selects liquidators, who lead the Association’s works to an end and liquidate it according to the legal prescriptions.
Art. 30. After the distribution of the property, the liquidator is obliged to require erasing of the inscription of the Association by the competent Court.
Art. 31. /1/. NSBS by rule performs its official announcements to the members in writing to their declared address which they have filed in the Association.
/2/. The inscriptions in the Commercial Register are declared according to the provisions of the laws.
/3/. This Statute has been acknowledged by the General Assembly of NSBS on 11 of January 1993 and has been amended by the General Assemblies of NSBS that took place on 18 of September 1997, 31.05.2001, 16.05.2003 and 22.06.2006.