Articles of Association
BY-LAWS OF THE NONPROFIT ORGANIZATION
BULGARIAN ASSOCIATION
OF FINANCIAL ANALYSTS
Contents
Chapter I
NAME, REGISTERED OFFICE, VALIDITY PERIOD
Art. 1. (1) The following articles hereby constitute
and regulate a nonprofit organization found by its members and named
ÀÑÎÖÈÀÖÈß ÍÀ ÔÈÍÀÍÑÎÂÈÒÅ ÀÍÀËÈÒÈÖÈ (ÀÔÀ) in Bulgarian and THE Bulgarian CFA Society
(BCFAS
) in English, hereinafter referred
to as the ASSOCIATION.
(2) The Association is a Member of the Association for Investment Management
and Research (AIMR) and a voluntary and independent organization of
physical persons engaged in the sphere of finance. The Association will
also observe the Bylaws of AIMR. When there are changes in any laws
and applicable rules, regulating the activities of AIMR, including those
approved by its Governing Bodies, the Association will undertake immediately
the requisite measures to bring its Bylaws in conformity with those
changes to the extent that they do not contradict the Bulgarian Law.
Art. 2. (1) The registered office of the Association
is in Sofia, 113 G. S. Rakovski Str.
Art. 3. (1) The Association is not limited by a validity
period.
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Chapter II
PURPOSES AND MEANS TO ACHIEVE THEM
Art. 4. (1) The purposes for which the Association
is formed are as follows:
a) establishment of professional and ethical standards of the activity
of the financial analysts in Bulgaria;
b) promotion and recognition of the professional designation Chartered
Financial Analyst (CFA) in Bulgaria;
c) development and implementation of continuing education programs;
d) providing opportunities for contacts and exchange of professional
experience and knowledge among the members;
e) fulfillment of the requirements for membership in the American Association
for Investment Management and Research (AIMR);
2) The Association adopts Internal Rules and Procedures and develops
a Program for its activity.
(3) Means to achieve the objectives:
a) provides information about the requirements to be awarded the CFA
Charter and its meaning;
b) organizes meetings with educational purposes;
c) provides readings for preparation and taking the CFA examinations;
d) establishes and maintains contacts with similar organizations in
Bulgaria and abroad;
e) represents the interests of its members before government institutions,
international organizations and companies.
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Chapter III
TYPE OF ACTIVITY
Art. 5. The Association is founded with the purpose
of working to PRIVATE BENEFIT.
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Chapter IV
PROPERTY
Art. 6. (1) The Association acquires its property
and is supported by:
a) Registration charges by the members;
b) Membership dues;
c) Sponsorship, donations and bequeathals;
d) Other sources not prohibited by law.
Art. 7. (1) The property of the Association consists
of short-term and long-term tangible and financial assets and intellectual
property rights. The property shall be registered in a special register
of the Association.
(2) The actions and orders concerning the assets of the Association
shall be conducted by resolution of the Managing Board after being approved
by the General Meeting.
(3) The expenses related to the operation and the management of the
Association shall be covered by its revenues.
(4) The Managing Board may allocate part of the revenues to a capital
fund of the Association.
(5) The fiscal year shall be the calendar year.
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Chapter V
MEMBERSHIP, RIGHTS AND OBLIGATIONS. MANNER OF DETERMINING THE AMOUNT
AND PAYMENT OF CHARGES AND DUES
Art. 8. (1) Members shall join the Association based
on a written application in which the applicant states his/her agreement
with the By-laws and goals of the Association. The application shall
be submitted to the Managing Board. Each applicant seeking to become
a Regular Member of the Association shall accept the by-laws and the
objectives of the Association and be a Regular Member of AIMR and:
a) Hold a bachelor's degree from an accredited academic institution
or have equivalent education or work experience;
b) Have attained one or more of the following:
1) Have three years of acceptable professional work experience and
have passed Level I of the CFA® Program or such other appropriate examination
as may be approved by the AIMR;
2) Be a CFA Charterholder;
c) At the time of application, either be engaged in employment described
under the definition of “acceptable professional work experience” or
be a Charterholder.
d) Agree to adhere to and sign the Member's Agreement, a Professional
Conduct Statement, and any additional documentation requested by AIMR
2) To qualify for Affiliate membership, an applicant must accept the
by-laws and the objectives of the Association, be an Affiliate Member
of AIMR and meet the following criteria:
a) Be enrolled to sit for an examination and have acceptable professional
work experience or have passed Level I of the CFA Program;
b) Agree to adhere to and sign the Member's Agreement and Professional
Conduct Statement, and any additional documentation requested by AIMR.
3) Each member of the Association shall have the following rights:
a) To receive information about the activity of the Association as well
as to have access to any other information available to the Association;
b) To require assistance and discussion of matters concerning the activity
of the Association;
c) To take part in the initiatives and the activities of the Association;
d) To benefit from the results of the overall activity.
4) Each regular member shall have the right to:
a) Vote, elect and be elected in the governing bodies of the Association.
5) Within the Regular Member and Affiliate Member Classes of membership,
a retired status will be available.
(a) A Regular Member or Affiliate Member of the Association may assume
retired status if he or she:
(i) has been a Regular Member or Affiliate Member of AIMR and/or such
a member of the Association for one year;
(ii) is not currently engaged in professional activities which qualify
as Acceptable Professional Work Experience sufficient to receive the
CFA charter or fulfil Regular Membership requirements;
(iii) completes an application provided by the Association; and
(iv) fulfils such other requirements as the Association may impose.
(6) A Regular Member or Affiliate Member of the Association may assume
an Observer status if he or she:
(i) completes an application provided by the Association; and
(ii) fulfils such other requirements as the Association may impose.
7) Each member of the Association shall:
a) adhere to all applicable rules and regulations of the Association
and of AIMR, including but not limited to their Articles of Incorporation,
their Bylaws, the Code and Standards, and other rules relating to professional
conduct and membership, all of which may be amended from time to time;
b) Adhere to the professional standards of the Association;
c) Submit to the Association any information necessary for the fulfillment
of its goals and resolutions;
d) Pay membership dues within the specified term and amount and not
undertake any actions offensive to the reputation of the Association.
e) Pay a single registration charge in the amount determined by the
General Meeting.
f) Be subject to the disciplinary jurisdiction and sanctions of the
Association and AIMR.
g) Maintain membership In Good Standing with AIMR. “In Good Standing”
refers to a member who has paid all applicable AIMR dues in full, has
submitted a Professional Conduct Statement to AIMR, and is not currently
the subject of a Formal Proceeding or Disciplinary Sanction, as provided
in the AIMR Bylaws.
h) Members with retired and Observer status can participate in all events,
organized by the Association, benefit from the activities of the Association
and express their opinion at General Meetings.
8) The Association adopts the AIMR Code and Standards, which are incorporated
by reference. All Regular Members and Affiliate Members must comply
with the provisions thereof. The Association and its Board:
a) delegate to AIMR all authority and responsibility for enforcement
of the Code and Standards with respect to all Regular Members and Affiliate
Members of the Association; and
b) shall report to AIMR any violations of the Code and Standards that
come to the Association’s attention.
Any person may, in writing, address the Association or an officer
or Director
thereof concerning a charge or charges of breach of the Code and Standards
by a member. The Board shall promptly forward all such complaints to
the AIMR Professional Conduct Program. The complainant may request that
the complaint remain sealed until it is received by AIMR.
Art. 9. Membership may be terminated upon:
1) A written notice of voluntary resignation submitted by the individual
member to the Managing Board. The notice shall be submitted at least
one month before the specified date of the resignation. By the end of
that period the member shall fulfill all his duties to the Association;
2) Through revocation of membership upon regular violation of the by-laws
and non-fullfillment of the resolutions of the General Meeting;
3) Through revocation of membership upon non payment of membership
dues within the terms determined by the General Meeting.
4) Revocation of membership for actions damaging the good reputation
of the Association.
5) Upon termination of the Association.
6) Upon termination of membership the property relations between the
member and the Association shall be settled.
7) Suspension or termination of AIMR membership.
Art. 10. AIMR members, who are not members of the
Association and are on the terirorry of the Republic of Bulgaria, shall
assume a non-primary status in the Association and shall have the rights
of members with retired and observer status.
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Chapter VI
GOVERNING BODIES
Art. 11. (1) The governing bodies of the Association
are:
1. General Meeting
2. Managing Board (the Board)
3. Chairman of the Managing Board.
Art. 12. (1) The supreme authority of the Association is the General
Meeting.
(2) The General Meeting consists of all regular members of the Association.
Art. 13. Powers of the General Meeting
(1) The General Meeting shall have the power to:
1. Amend the By-laws;
2. Adopt other internal regulations;
3. Elect, appoint or dismiss members of the Managing Board and its Chairman;
4. Dismiss members;
5. Decide on opening or closing branches;
6. Decide on joining other organizations;
7. Decide on the reorganization or termination of the Association;
8. Adopt the major directions and the program of the activity of the
Association;
9. Approve the budget of the Association;
10. Decide on the terms and the amounts of the membership dues or the
registration charges;
11. Approve the Activity Report of the Managing Board;
12. Revokes resolutions of other Association bodies which are contradictory
to law, the by-laws or other regulations regulating the activity of
the Association;
13. Resolve any other matters entrusted to its powers by these articles.
(2) The powers under paragraph 1, sections 1, 3, 7, 9, 11 and 12 shall
not be assigned to any other body of the Association;
(3) The resolutions of the General Meeting shall be obligatory to all
other bodies of the Association;
(4) The resolutions of the General Meeting are subject to judicial
control concerning their legality and compliance with the by-laws.
(5) Resolutions of the governing bodies of the Association, taken contrary
to law, the by-laws or a previous resolution of the General Meeting,
are contestable before the General Meeting at a request of the interested
members or body of the Association addressed within one month from the
date the resolution became familiar but not later than one year from
the date the resolution was taken.
(6) Arguments under paragraph 4 can be brought to the respective court
according to registration of the Association by any of the members or
the bodies, or by the district attorney within one-month term from the
date they become familiar but not later than the date the resolution
was taken.
Art. 14. Convocation of the General Meeting
(1) The General Meeting shall be summoned by the Managing Board or
on the demand of one third of the members of the Association of the
area the registered office is situated. If the meeting is not convened
by the Board through a written notice within one month from the notice
of demand of the members they can notify the Court to undertake the
actions stipulated by law.
(2) The written notice of meetings shall state the agenda, the date,
time and place of the meeting and on whose initiative it is called.
(3) The notice of the meeting shall be published in the State Gazette
and placed on the billboard in the premises of the headquarters of the
Association at least one month before the meeting date.
Art. 15. Quorum
(1) The General Meeting is legitimate and may take action if more than
50 per cent of the members are present. If the quorum is not present
another meeting shall be held one hour thereafter at the same place
and with the same agenda. At this second meeting quorum shall be considered
to be present notwithstanding the number of members present.
Art. 16. Voting
(1) Each Member shall be entitled to one (1) vote.
(2) A members shall not be entitled to vote on matters concerning:
1. Himself/herself, his/her spouse or relatives in a direct line, without
limitation, in indirect line – up to fourth degree, or connected by
marriage – to second degree, inclusive;
2. Legal entities in which he/she is a manager or where he/she may
force or impede a resolution.
(3) Each member may represent no more than three of the members absent
by a written proxy, except for the cases where another type of delegation
or meeting of representatives is provided in the by-laws. Re-delegation
shall not be allowed.
Art. 17. Resolutions
(1) Resolutions of the General Meeting shall be taken by a majority
of the members present.
(2) The resolutions under art. 12, para 1, sections 1 and 7 shall be
taken by a majority of at least 2/3 of the members present.
(3) The General Meeting can not resolve on issues not included in the
announced agenda.
Art. 18. The Managing Board
1) The Managing Board shall consist of five members – Chairman and
four members elected by the General Meeting from amongst the regular
members of the Association for a term of one year. The Board shall perform
its functions until the time a new Board is elected by the General Meeting.
2) Regular meetings of the Managing Board shall be held at least once
in every three months and the resolutions shall be taken by a simple
majority.
Art. 19. Meetings of the Managing Board
(1) Meetings of the Managing Board shall be held upon a call of the
Chairman thereof. The Chairman shall summon the meeting upon demand
by one third of the members of the Board. If the Chairman fails to call
the meeting within a term of one week, the members who submitted the
demand may call the meeting themselves. Upon absence of the Chairman,
the Managing Board shall appoint another person out of its members to
chair the meeting.
(2) The Board may take action if a majority of the members are present.
(3) A member shall be considered present also through a bilateral telephone
or other communication, guaranteeing his identification and allowing
his participation in the discussions and in the decision-making. The
vote of that member shall be certified in the minutes by the Chairman
of the meeting.
(4) Resolutions of the Managing Board shall be taken with the affirmative
vote of at least a majority of the members and resolutions for liquidation
and on art. 19, sections 3 and 6 by the majority of all members.
(5) The Board may take action without meeting by a protocol signed
by all members of the Board without any objections.
(6) By resolution of the General meeting the functions of the Board
may be executed by one person only, a Director.
(7) The members of the Board may resign by a written notice given at
least three months in advance. The notice shall be submitted for discussion
at the General Meeting, which may accept the resignation without considering
the term of notification.
Art. 20. The Managing Board shall have the powers
to:
1. represent the Association and determine the extent of the representative
powers of its members;
2. provide for the execution of the decisions of the General Meeting;
3. manage the property of the Association in conformity with the provisions
of the by-laws;
4. prepare the budget and submit for approval by the General Meeting;
5. prepare the Activity Report of the Association and submit it to the
consideration of the General Meeting;
6. determine the order and organize and bear the responsibility of the
activity of the Association;
7. determine the address of the Association;
8. resolve any other matter which is not entrusted to any other Association
authority by law or by these by-laws;
9. fulfill its obligations provisioned herewith;
10. adopt and submit to the consideration of the General Meeting the
Internal Rules and Procedures;
11. propose amendments to the by-laws and the regulations of the Association;
12. accept members and proposes members to be dismissed at the General
Meeting of the Association;
13. make proposals on the amount of the membership dues;
14. establish and maintain contacts with organizations in Bulgaria and
abroad.
Art. 21. The Chairman shall:
1) Organize and coordinate the activity of the Board;
2) Manage the current activity of the Association;
3) Represent the Association before third parties.
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Chapter VII
DISSOLUTION OF THE ASSOCIATION. LIQUIDATION. DISTRIBUTION OF THE ASSETS
IN EXCESS OF THE LIABILITIES. TERMINATION OF THE ASSOCIATION
Art. 22. Dissolution
(1) A non-profit legal entity shall be dissolved:
1. upon expiry of the term for which it has been established (should
such term be fixed);
2. by decision of its supreme body;
3. by decision of the district court by domicile of the non-profit legal
entity, where:
a) it has not been established in compliance with the legal procedure;
b) it pursues activities contrary to the law or the public order or
the good morals;
c) it has been declared bankrupt.
(2) The court decision under paragraph (1), sub-paragraphs 1 and 3
shall be issued on the grounds of claim by any interested party or the
public prosecutor.
(3) The court may rule to grant appropriate term for removal of the
reasons for dissolution and the consequences thereof.
(4) Under the circumstances of paragraph (2) the dissolution shall
be registered ex officio and the court shall assign a liquidator.
Art. 23. Liquidation
(1) The dissolution of non-profit legal entity shall involve procedure
for liquidation.
(2) The liquidation shall be conducted by the managing body or a person
assigned thereby.
(3) Where no liquidator has been assigned pursuant to paragraph (2),
as well as under the circumstances of Article 21, paragraph (1), sub-paragraph
2, such person shall be assigned by the district court by domicile of
the non-profit legal entity.
(4) The relevant provisions of the Commerce Act shall apply to insolvency,
bankruptcy, the liquidation procedure and the authority of the liquidator,
respectively.
Art. 24. Property after liquidation
(1) The property remaining after the satisfaction of creditors shall
be distributed equally among all regular members.
(2) Where there are no persons in existence under paragraph (1), or
where they cannot be identified, the property shall be delivered into
possession of the municipality by domicile of the non-profit legal entity.
The municipality shall be bound to use the property for purposes approximating
to the maximum possible the objectives of the dissolved non-profit legal
entity.
(3) The property under the preceding paragraphs may not be distributed,
sold or assigned in any way whatsoever to liquidator appointed beyond
the circle of persons under paragraph (2), except for valuable consideration
due thereto.
(4) Persons who have acquired property in result of the liquidation
conducted pursuant to paragraphs (1) – (3), shall be liable for the
obligations of the dissolved non-profit legal entity to the amount of
the gain.
Art. 25. Deletion of the Association.
(1) Following the distribution of the property, the liquidator shall
be bound to request deletion of the registration of the non-profit legal
entity by the district court by domicile of the non-profit legal entity.
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Chapter VIII.
FINAL PROVISIONS
§ 1. Competent on all controversial matters concerning
the application of these by-laws shall be the General Meeting and between
its sessions – the Managing Board.
§ 2. These By-laws were adopted by the General Meeting
of the members of the Association, held on ____________________.
Members:
1. Deyan Delchev Dinev
2. Stoyan Todorov Toshev
3. Illian Ivanov Komitsky
4. Veneta Paraskevova Illieva
5. Plamen Nenkov Pavlov
6. Ivo Stoyanov Blagoev
7. Hrisimira Georgieva Marinova
8. Ralitza Georgieva Marinova
9. Andrey Ivanov Guenev
10. Teodor Valentinov Marinov
11. Chavdar Petrov Rissin
12. Dimitar Ivanov Mitev
13. Lidiya Naydenova Bratanova – Petkova
14. Nadezhda Dragova Tisheva
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