Charter

BASSI


CHARTER

OF THE BULGARIAN ASSOCIATION OF THE SOFTWARE AND SERVICES INDUSTRY

Adopted unanimously by the Constituent Assembly of the Association “BULGARIAN ASSOCIATION OF SOFTWARE AND EXTERNAL SERVICES” on 15.05.2020.

  Name and registered office
  Art. 1 . (1) “BULGARIAN ASSOCIATION OF SOFTWARE AND EXTERNAL SERVICES”, which name can be abbreviated BASSI hereinafter referred to below the “Association” is a legal entity established in accordance with the provisions of the Law on Non-Profit Legal Entities .
(2) “BULGARIAN ASSOCIATION OF SOFTWARE AND EXTERNAL SERVICES” is a non-profit association  carrying out activity for private benefit. 
(3) The Association has its seat in Sofia at the following address: 23 Andrey Sakharov Blvd., ground floor office
(4) In case of establishing a branch of the Association, the name of the branch should be added to the name, as well as the location of its seat.
(5) The association is established with an indefinite term.  
Basic principles, goals, type and subject of activity
  Art.2 . (1) The Association is an economically, legally, politically and religiously independent non-profit organization, determined to act in private benefit and protection of the common branch interests of its members on the basis of the Law for non-profit legal entities.
(2) The Association does not carry out political, trade union and religious activity.
(3) The Association may open branches.
(4) The subject of activity of the Association includes consulting activity, provision of information services, training, publishing activity, as well as any other activity not prohibited by law, necessary for achieving the goals under art. 3 .
(5) The Association carries out economic activity necessary for achieving the goals according to the Charter, using the revenue from the activity for achieving these goals.

Art. 3. (1) The goals of the Association are:
1. To undertake and implement initiatives for popularization of the country and the region and attract national and international investments;
2. To take measures to promote dialogue between companies in the field of software development as well as those in the field of outsourced services, creating a basis for optimal use of local resources;
3. Protection of the common interests of the members of the Association through measures to improve the business climate and the rules for work in the respective sectors ;
4. To provide information to its members on market developments, such as news, analysis, market research, standards, etc .;
5. To accumulate and transfer knowledge about the industry and its processes and to support the development of its members and companies in the industry;
6. To work for the development and promotion of civil society, science, technology and technology, in particular by promoting the free exchange of ideas, scientific knowledge, information and intellectual values ​​and creating a public atmosphere to support entrepreneurship in the spirit of national values ​​and traditions;
7. To support and cooperate with the educational institutions in Bulgaria in the training of highly qualified specialists.
8. To work to support social integration and personal realization, and in particular by creating and conducting training programs, training and enrichment of knowledge of personnel in the industry;
9. Assisting the state bodies in the creation of laws and by-laws related to the development of information and communication technologies, as well as in the control of their implementation;
10. To assist in imposing the best practices, services and innovations in Bulgaria and Southeast Europe;
11. Assistance for development and improvement of the educational system in the Republic of Bulgaria with a view to training more and better specialists in the field of information and communication technologies and for increasing the computer literacy of the young generation.
12. Assist members on foreign markets.

(2) Means for achieving the objectives under para 1:
1. organizing meetings with Bulgarian and foreign prominent personalities, businessmen, statesmen;
2. participation in joint Bulgarian and international projects related to the goals of the Association ;
3. providing information and creating conditions for active cooperation between the members of the Association within the capabilities and competence of each of them in order to achieve the goals of the Association ;
4. implementation of international contacts in order to attract investments in Bulgaria; 5. organizing and conducting periodic meetings of the members of the Association for communication and free exchange of information, discussions, consideration of specific topics related to the goals of the Association and their achievement;
6. collection and maintenance of information funds in connection with the activity of the Association ;
7. use of the media in the country for support and popularization of the activity of the Association and achievement of its goals;
8. attracting experts on technical, scientific, legal, economic and other matters related to the activities of the Association ;
9. assistance to all interested persons for establishing contacts with associations and organizations with similar goals and activities from the country and abroad;
10. organization of conferences, symposia, meetings, seminars, “round tables” and other forms of public and scientific debate;
Art.4.
(1) The Association is guided by a program approved by the General Assembly – “Strategic goals of BASSI”
(2) The program shall be adopted for a period of two years .
(3) The program may be updated on an ongoing basis if necessary.
Art.5.
(1) The Association carries out its activity in accordance with the current Bulgarian legislation, with this Charter, with the Code of Ethics of BASSI , “The Strategic Objectives of BASSI ” and with the decisions of its managing bodies.
Art. 6. The association carries out its activity by supporting itself with annual contributions of its members and income from its own activities. The funds of the Association may be spent only for the purposes specified in this Charter.  
Art. 7. (1) The Association may carry out the following additional economic activities related to the subject of the main activity for which it is registered, without forming and distributing profit:
1. Holding meetings, seminars and round tables with the members of the Association , as well as invited persons from the country and abroad, who share the goals of the Association ;
2. Organizing meetings, trainings, seminars, symposia, conferences and participation in other similar events in the country and abroad, related to the subject of activity of the Association ;
3. Organizing training courses related to the subject of activity of the Association ;
4. Development of business programs and projects, provision of business consultations, information provision, methodological assistance for entrepreneurs and preparation of economic analyzes;
5. Preparation, publication and distribution of information materials, as well as publication of directories, bulletins, brochures, leaflets , research results, yearbooks and other printed publications and materials;
6. Conducting market and other research related to the main subject of activity of the Association ;
7 . Other activities related to the subject of the main activity ;  
(2) The revenue is used exceptionally to achieve the goals defined in this Charter ;
Membership, rights and obligations
  Art.8.
(1) Membership in the Association is voluntary.
(2) The membership in the Association can be the following types:
a) full;
b) regular;
c) associated members;
d) honorary;
e) partners;  
(3) Full – a full member can be any interested legal entity, which : 
–  adopts the Charter of the Association ; 
– whose main activity is software development, provision of outsourced technological and technical services, as well as services in the field of ICT, human resources, finance and law ;
– has been a regular member of the Association for at least 24 months and has significantly contributed with his active participation in the development of the Association;
– has an invitation from the Executive Council of the Association for a full member. The founders are considered full members of the Association .  
(4) Regular – a regular member may be any interested legal entity, which:
– adopts the Charter of the Association
– whose main activity is software development, provision of outsourced technological and technical services, as well as services in the field of ICT, human resources, finance and law;
– has been an associate member of the Association for at least 12 months and / or has contributed with his active participation to the development of the Association;
– has at least two recommendations from another regular or full member.
– has an invitation from the Executive Council of the Association for a full member.   (5) Associate – anassociated member may be any interested legal entity that: 
– adopts the Charter of the Association – whose main activity is software development, provision of outsourced technological and technical services, as well as services in the field of ICT, human resources, finance and law;
– has at least one recommendation from another associate, regular or full member.
– has an invitation from the Executive Council of the Association for an associate member.    
(6) Honorary members – a honorary member can be natural or legal person who:
– adopts the Charter of the Association ; 
– is related to the activity of the Association ;
– has an invitation from the Executive Council of the Association ;    
(7) Partners – a partner may be a legal entity that:
– is registered in the Republic of Bulgaria or another country within the EU ;
– adopts the Charter of the Association ; 
– supports the activities of the Association ;
– has an invitation from the Executive Council of the Association ;  
(8) By decision of the General Assembly the right to membership in the Association may be limited for individuals or legal entities that are members of other organizations with a related subject of activity, unless the person is not a member of the Association within the meaning of para. 9 .  
(9) By decision of the General Assembly the Association may accept as its “partners” other non -profit organizations that work in the field of information and communication technologies, adopt the Charter and share the program and other documents of the Association . Membership in this kind of organization does not automatically entitle its members to join the Association.
 
Art. 9. (1) The admission of new members of the Association is done by the Executive Council by a majority of two thirds of all members of the Council at the proposal of the President . The candidate submits a written application for membership and declares that he accepts and will abide by the Charter and the Code of Ethics of the Association and presents evidence of his legal status and legitimacy.
(2) The Executive Council shall present the newly admitted members to the first General Assembly after their adoption.
(3) According to the order described in para 1 all types of members of the Association are accepted except for those of Art. 8, para. 9.
(4) The founders of the Association are full members by right.    

Art. 10. (1) The membership in the Association is terminated with:
1. An unilateral statement by the Executive Council of the Association .
2. Upon termination of the legal entity of a member of the Association .
3. Due to shutdown.
4. In case of death or placement under full incapacity, respectively in case of taking a decision for termination or an effective decision for declaring insolvency of a member’s legal entity;
5. In case of resignation due to systematic non-participation in the activities of the Association (absence of 50 or more percent of the meetings of the General Assembly or the Executive Council (if the member is elected to the Executive Council) within one year).
6 . In the cases under Art. 10, para. 6 .
7 . With the termination of the Association .  
(2) The membership of a legal entity of the Association is terminated when performing actions that damage the good name and prestige of the Association and are incompatible with the goals, objectives and the Charter of the Association, violate the rules of good commercial practice, approved by the General Assembly and listed in the Code of Ethics. 
(3) The decision for the termination of membership in the Association is taken by the Executive Council with a majority of two thirds of the votes of all present members.
(4) The termination shall enter into force on the day of taking the decision and shall be announced in writing to the expelled member.
(5) A expelled member of the Association may re-apply for admission to the Association after one year from the imposition of the penalty.
(6) A member is also expelled for non-payment of the annual membership fees within the established timeline by the General Assembly, provided that during the reporting period the member was invited twice in writing to settle this obligation.
(7) In all cases of termination of membership, the Association does not return to the terminated, expelled or dropped full member any membership fee for the year of termination.  
Art. 11 a . The full members of the Association have the following rights:
1. To participate in the activities of the Association and to be regularly informed about the activities of the Association ;
2. To vote in the General Assembly and to be elected in the bodies of the Association , including in the auxiliary bodies of the Association ;
3. To exercise control over the work of the bodies of the Association;
4. To receive full and timely information on the activities of the Association and to benefit from the results of its operations ;
5 . To receive assistance from the Association in the implementation of activities in accordance with this Charter ;
6 . To leave the Association ;
7 . To address the bodies of the Association on issues within their competence ;
8 . To convene extraordinary meetings of the General Assembly in the manner specified in the Charter of the Association.  

Art. 11b. Regular members of the Association have the following rights:
1. To participate in the activities of the Association and to be regularly informed about the activities of the Association;
2. To be elected in the bodies of the Association, including in the auxiliary bodies of the Association;
3. To attend General Assemblys without the right to vote;
4 . To exercise control over the work of the bodies of the Association;
5 . To receive complete and timely information about the activities of the Association and to benefit from the results of its activities;
6 . To receive assistance from the Association in the implementation of activities in accordance with this Charter;
7 . To leave the Association;
8 . To address the bodies of the Association on issues within their competence;  

Art. 11c . Associate, honorary members and partners of the Association have the following rights:  
1. To support the activities of the Association according to their competence , participating in working groups, events and projects organized by the Association , following an explicit invitation from the Executive Council ; 2 . To attend General Assemblys without the right to vote ;
3 . To communicate with the bodies of the Association on issues within their competence ;
4. To receive full and timely information on the activities of the Association and to benefit from the results of its operations ;
5 . To leave the Association ;
6 . Associated, honorary members and partners cannot be elected in the bodies of the Association or carry out decisive and managerial functions participating in the activities of the Association ;  

Art. 12 a . The full members of the Association are obliged to:
1. To comply with the Charter and the Code of Ethics of the Association ;
2. To participate in the work of the General Assembly and to implement its decisions ; 3. To work to achieve the goals of the Association;
4 . To act in the interest of the Association and to assist in the implementation of the decisions of its bodies, taken in accordance with this Charter ;
5 . To recognize and implement all court and out-of-court decisions on disputes with the Association;
6. To provide the Association with information in the form of articles, interviews and other materials concerning their activities at least every 3 months. The materials will be used for sharing with other members of the Association.
7. To observe confidentiality in relation to facts and circumstances, which became known to them in connection with the activity of the Association or its members, regardless of whether this information is qualified by the respective member as a trade secret.
8. To pay a regular membership fee, if any applies for them.    

Art. 12 p . Regular and associate members of the Association are obliged to:
1. To comply with the Charter and the Code of Ethics of the Association;
2. To participate in the work of the General Assembly and to implement its decisions; 3. To work to achieve the goals of the Association;
4. To act in the interest of the Association and to assist in the implementation of the decisions of its bodies, taken in accordance with this Charter;
5. To provide the Association with information in the form of articles, interviews and other materials concerning their activities, at least every 6 months. The materials will be used for sharing with other members of the Association.
6 . To recognize and implement all court and out-of-court decisions on disputes with the Association;
7. To observe confidentiality in relation to facts and circumstances, which became known to them in connection with the activity of the Association or its members, regardless of whether this information is qualified by the respective member as a trade secret.
8. To pay a regular membership fee, if any applies for them.    

Art. 12th c . The honorary members, as well as the partners of the Association are obliged:
1. To comply with the Charter and the Code of Ethics of the Association.
2. To act in the interest of the Association and to assist in the implementation of the decisions of its bodies, taken in accordance with this Charter .
3. To support the activities of the Association in fulfilling the set goals by providing specialized information, providing experts , etc. , according to their competencies.
4. To implement the decisions of the General Assembly.
5. To pay a regular membership fee, if any applies for them.
6. To observe confidentiality in relation to facts and circumstances, which became known to them in connection with the activity of the Association or its members, regardless of whether this information is qualified by the respective member as a trade secret.  
Bodies of the Association
Art. 13.
(1) The bodies of the Association are main and auxiliary (optional).
(2) The main bodies of the Association are:
1. General Assembly (GA)
2. Executive Council (EC)
3. Coordination Council (CC)
(3) The auxiliary bodies of the Association are Commissions at the Coordination Council of the Association. The commissions are elected and carry out their activity in accordance with the present Charter.  
General Assembly
  Art. 14. (1) The supreme collective body of the Association is the General Assembly. (2) The General Assembly consists of all full members of the Association.
(3) The members-legal entities of the Association are represented in its bodies by their legal representatives or persons explicitly authorized by them.
(4) Proxies may be only real persons.  
Art. 15. (1) The General Assembly:
1. Adopts, amends and supplements the Charter of the Association.
2. Adopts, amends and supplements other internal acts and basic documents .
3. Determines the amount, manner and terms for payment of the membership fee.
4. Approves the budget of the Association.
5. Determines the number of members of the Coordination Council, elects them and dismisses them. 
6. Elects and dismisses the Chairman of the Coordination Council.
7. Elects and dismisses the members of the Executive Council .
8. Defines the Strategic goals for the activity of the Association .
9. Decides on the transformation or termination of the Association .
10. Takes decisions on issues of the Association’s activities, submitted for consideration by the Executive Council and the Coordination Board.
11. Adopts a report on the activities of the Executive Council.
12. Approves the report of the Coordinating Council.
13. Revokes decisions of the other bodies of the Association, which contradict the law, the Charter or other internal acts, regulating the activity of the Association.
14. Elects an independent auditor of the Association, if required by law.
15. Decides to open and close branches.
16. Makes decisions on the conclusion of transactions and disposition of property of the Association of over 100,000 (one hundred thousand) BGN;
17. Takes other decisions provided for in the Charter of the Association.
(2) The rights indicated in art. 15 item 1, and item 4 to item 16 cannot be assigned to other bodies of the Association.
(3) The decisions of the General Assembly are binding for the other bodies of the Association;
(4) The decisions of the General Assembly shall be subject to judicial control regarding their legality and compliance with the Charter of the Association;
(5) The decisions of the bodies of the Association  which are taken in contradiction with the law, the Charter or a previous decision of the General Assembly, may be challenged before the General Assembly at the request of the interested members or another body of the Association, but not later than one year from the date of the decision.
(6) The disputes under par. 4 may be brought before the court of registration of the Association by any body of the Association, or by the prosecutor within one month from their knowledge, but not later than one year from the date of the decision.   Art. 16. Convening a General Assembly
(1) The General Assembly shall be convened at least once a year by the Executive Council – as a regular meeting. This happens on the territory of the settlement where the headquarters of the Association is located. For a regular meeting it is necessary for the Executive Council to send a written invitation letter or e-mail to each of the full members from the list of full members supplied by the Chairman of the Council, at least two weeks before the date of the meeting. The General Assembly may also be convened by announcing the invitation in the register of non-profit legal entities kept by the Registry Agency. If necessary and on the initiative of the Executive Council or one third of the members of the Association , an extraordinary meeting may be convened. If in the latter case the Executive Council does not send a written invitation to convene the General Assembly within one month, it is convened by the court at the seat of the Association at the written request of the interested members or a person authorized by them.
(2) The invitation shall contain the agenda, the date, time and place for holding the General Assembly and on whose initiative it is convened.
(3) The invitation shall be announced on the website of the Association (www.bassi.bg) and shall be placed on the place for announcements in the building in which the seat of the Association is located, at least two weeks before the scheduled day.
(4) The materials for the General Assembly shall be made available to the members not later than the date of sending the invitation. Each of them can receive on request a free copy of the materials on paper or electronic media.
(5) Decisions may not be taken on issues that are not included in the agenda announced in the invitation.  
Art. 17. Quorum
(1) The General Assembly is legal if at least half plus one of the full members of the Association are present.
(2) In the absence of a quorum, the meeting shall be postponed by one hour at the same place and with the same agenda and may be held, no matter how many full members appear. (3) The quorum shall be established with a list of the present full members, in which each of them shall certify his presence with a signature. The list is certified by the Chairman, as well as by the Secretary of the General Assembly.
(3) The meeting of the General Assembly shall be chaired by the Chairman of the Executive Council, with the exception of the procedure for election of a new Executive Council.
(4) The General Assembly may also elect another member to chair a certain sitting.
(5) Minutes shall be kept at the meetings of the General Assembly, which shall be signed by the Chairman of the Executive Council or by the person who chaired the meeting, as well as by the person who prepared the minutes – the elected Secretary of the meeting. With their signatures they certify and are responsible for the accuracy of the protocol.
(6) Invited guests may also participate in the work of the General Assembly, but they are without the right to vote. The General Assembly must agree to the presence of these persons.  
Art. 18. Voting
(1) Each full member of the General Assembly has the right to one vote.
(2) The members of the Association may authorize a third party to represent them.
(3) A person may represent no more than one member of the General Assembly on the basis of a written power of attorney. Re-authorization is not allowed.
(4) A member of the General Assembly shall not have the right to vote in resolving issues related to: 1. him, his spouse or relatives in the direct line – without restrictions, in the collateral line – up to the fourth degree, or by marriage – up to and including the second degree; 2. legal entities in which he is a manager or may impose or impede the taking of decisions.
(5) In the cases when this Charter does not provide otherwise, the General Assembly shall take its decisions by a simple majority of those present.
(6) The amendment and supplement of the Charter, as well as the adoption of a new Charter of the Association shall be decided by a majority of two thirds of the present full members of the Association.
(7) A decision for transformation or termination of the Association is taken by a majority of two thirds of the present members, when the following conditions are met: 1. The General Assembly is convened on this occasion.
2. Not less than half of the full members of the Association participate in the meeting of the General Assembly.
3. In case less than half of the full members of the Association participate in the meeting of the General Assembly, a new meeting of the General Assembly is convened within two months. The decision is taken by two thirds of the votes of all present.
(8) In matters that are not included in the announced agenda decisions cannot be taken, unless all members of the General Assembly are present and they unanimously accept the inclusion of those questions.  
Executive Council
  Art. 19. (1) The managing body of the Association is the Executive Council, which consists of 5 to 7 members. Members of the Executive Council can be  individuals who are legal representatives, members of the management body, or holding another position in legal entities – full members of the Association. The Executive Council manages and represents the Association and performs all functions that are not within the exclusive competence of the General Assembly. The Executive Council elects from among its members the President and the Chairman of the Executive Council of the Association. They represent the Association together and separately for concluding transactions up to BGN 10,000. For transactions over BGN 10,000, they represent the Association only together. The President and Chairman of the Executive Council of the Association  work in accordance with the decisions of the General Assembly and the Executive Council.   
(2) No more than one legal representative of the same legal entity-full member may participate in the Executive Council. A legal representative of a full-fledged legal entity and another natural person, other than a legal representative appointed by the same full-fledged legal entity, may not participate in the Executive Council at the same time. An exception to this rule applies only to the founders of the Association.
(3) The Executive Council shall be elected for a term of five years by the General Assembly and shall report to it.
(4) The number of the members of the Executive Council, representing companies with whose actual owners in the sense of LMMC owning more than 50% of the capital are not Bulgarian natural persons, may not exceed half of the total number of members of the Executive Council.
(5) The candidates for members of the Executive Council must not have questioned the authority of the Association through their actions and must have contributed to the development of the Association by working in some of its subsidiary bodies. A person who does not meet these requirements can not be nominated as member of the Executive Council.
(6) After the expiration of two full consecutive terms, a member of the Executive Council may be re-elected for a third and subsequent consecutive term by a 2/3 majority of the votes in the General Assembly. 
(7) The members of the Executive Council shall be elected by a secret ballot by the members of the General Assembly.
(8) The members of the Executive Council will not receive remuneration at the expense of the Association for their activity as members of the Board.
(9) At least once every three months joint meetings of the Executive and Coordination Council of the Association are to be held.
(10) The members of the Executive Council sign a declaration of confidentiality with an obligation not to disclose to persons outside the Association information that has been acquired in their capacity as members of the Executive Council and may harm the interests of the Association.  
Art. 20. The Executive Council:
1. Represents the Association, as well as determines the scope of the representative power of its members and in particular – of the President and the Chairman of the Executive Council;
2. Elects up to three vice-presidents of the Association ;
3. Accepts new members of the Association and presents them to the General Assembly, as well as proposes draft resolutions for expulsion of members of the Association ;
4. Takes decisions for expulsion of members ;
5. Ensures the implementation of the decisions of the General Assembly ;
6. Sends to each full member of the association information for scheduling a General Assembly, no later than 14 days before the date of its holding, by e-mail, which is indicated by him as an e-mail address for correspondence ;
7. Elect and dismiss the President and Chairman of the Executive Council ; 8. Implements internal rules for control and prevention of money laundering and terrorist financing, and other internal documents of the Association;
9. Manages the property of the Association in compliance with the requirements of the Charter.
10. Prepares and submits a draft budget to the General Assembly;
11. Proposes to the General Assembly a draft decision on the amount of the membership fee or the property contributions for the members of the association ;  12. Prepares and submits annually to the General Assembly a report on the activities of the Association ;
13. Determines the order and organizes the implementation of the activities of the Association and is responsible for it ;
14. Decides on deferral and rescheduling of contributions, based on important reasons, as well as on exemption from payment of membership fees to educational institutions, non-profit organizations and other associations that are members;
15. Prepares the main guidelines and program for the activity of the Association, presenting them at the General Assembly; 
16. Establishes Commissions , working groups and committees, approves the composition and determines their tasks;
17. Determines the address of the Association.
18. Makes decisions on all issues that by law or according to the Articles of Association are not within the exclusive competence of the General Assembly.
19. The Executive Council carries out the overall financial audit and control activity on the implementation of the budget of the Association, the decisions of the bodies of the Association and those arising from the regulations and internal documents.
20. In case of violations of financial, contractual and Charters discipline the Executive Council informs the General Assembly.
21. The Executive Council may request from any other body of the Association to provide it at any time with information or report on any issue that affects the interests of BASSI.
22. Adopts Regulations for the organization of its activity.
23. It delegates the right of its members to express the official opinion of the Association on the basis of decisions adopted by voting. No member of the Council has the right to engage the Association with a public statement for which there is no officially adopted opinion of the collective bodies.
24. Performs the obligations provided for in the Charter of the Association.    
Commissions and working groups of the Executive Council  
Art.21.
(1) The Executive Council may establish Commissions and Working Groups, determining their tasks. The commissions perform expert functions and other tasks assigned to them by the General Assembly or the Executive Council.  Commissions and working groups may be temporary or fixed.
(2) The Executive Council shall determine the composition of the Commissions or a working group. Only a member of the Executive or Coordination Council may be elected Chairman of a Commission or working group. The Chairperson of each Commission or Working Group shall propose its members, who shall be approved by the Executive Council. In addition to the chairman, each Commission must have at least 2 other members, representatives of members of the Association, and each working group at least one more member, representing members of the Association. Representatives of other associations and similar organizations, as well as external experts specially invited to join them, are also allowed as members of the commissions or working groups.
(3) The meetings of the Commissions and the working groups shall be held at least once in two months, and may be in person or remote, through electronic communication. 
(4) The decisions of all meetings of committees and working groups shall be taken by a simple majority of the members present of the Commission / Working Group, and the Chairperson or a specifically authorized other member of the committee must participate in all decisions.
(5) Minutes shall be kept for each meeting of the Commissions and the working groups , which shall be signed within three days by the Chairperson of the Commission / Working Group and sent to all members of the Commission , as well as to the Executive Council. Minutes of meetings include a list of members present, guests, agenda and decisions taken. The minutes of all meetings are kept by the Chairman of the Executive Council in a separate folder for each Commission and on the BASSI website in the area for members.  
Meetings of the Executive Council
  Art. 22. (1) The meetings of the Executive Council shall be convened not less than once every three months and shall be chaired by the Chairman of the Executive Council, one of his deputies or another member of the Executive Council elected for the case.
(2) The Chairman shall be obliged to convene a meeting of the Executive Council at a written request of one third of its members. If the Chairman does not convene a meeting of the Executive Council within one week from the receipt of such a written request, a meeting may be convened by any of the interested members of the Executive Council. In the absence of the Chairman, the meeting is chaired by the Deputy Chairman or by another member appointed by the Executive Council.
(3) The meeting of the Executive Council shall be considered lawful and it may take decisions if more than half of its members are present at the meeting.
(4) A person with whom there is a bilateral telephone, videoconference or other connection, guaranteeing the establishment of his/her identity and allowing his/her participation in the discussion and decision-making, shall also be marked present. The vote of this member shall be certified in the minutes by the chairman of the meeting. (5) Minutes shall be kept at the meetings of the Executive Council, which shall be signed by the chairman of the meeting of the Executive Council, by the person who prepared the minutes and by all present members of the Board.
(6) The Executive Council takes decisions by a simple majority of those present, and the decisions on a proposal for liquidation of the Association, for managment of property of the Association and for determining the order and organization of the Association , – unanimously. The decision to admit members is taken by a two-thirds majority of all members.
(7) The Executive Council may take a decision in absentia, if the minutes of the decision taken are signed without remarks and objections by all members of the Executive Council.
(8) The authorization for representation of a member at a meeting of the Executive Council shall be made in written.
(9) A Member of the Council, which more than two times for a period of 12 months didn’t participate in the meetings of the Board may be proposed for exclusion from the Council. The expulsion and election of a new member shall take place at the General Assembly in accordance with the procedure specified in the Charter of the Association.  
Chairman of the Executive Council
  Art. 23. (1) The Chairman of the Executive Council of the Association is elected by the members of the Executive Council by a simple majority of those present and takes his position immediately after his election. The choice is made by a secret ballot. An exception is the initial election of a chairman, in which all members of the Executive Council have the right to vote.
(2) The chairman must be a Bulgarian citizen, legal representative of a company – member of the Association, which falls under the list of the LMMC and it’s legal owners that are holding more than 50 % of the capital are Bulgarian citizens.
(3) The same citizen or a representative of the same legal entity may not be elected for more than two consecutive terms for Chairman of the Executive Council.  
(5) The term of office of the Chairman may be terminated beforehand on the initiative of the Executive Council or on the basis of a written request submitted by the Chairman, and in both cases an explicit decision of the Executive Council shall be taken in this regard.  
(6) The Chairman of the Executive Council:
(a) convenes, prepares for and chair meetings of the Executive Council;
b) represents the Association before third parties;
c) chairs the General Assembly of the Association ;
d) the Chairman and President  have an independent right of representation for the Association and signed deals with material interest up to 10 000 (ten thousand) BGN and above this amount – only together following the decision of the Council, respectively General Assembly in accordance with this Charter
f) makes proposals for sending an invitation for membership to potential members of the Association;
h) performs other functions assigned to it by this Charter or by decision of the Executive Council or the General Assembly.
i) For his work as Chairman of the Executive Council, the latter does not receive remuneration.    
PRESIDENT
Art. 24. (1) The President performs the current operational management of the activities of the Association.
(2) Represents the Association together and separately with the Chairman of the Executive Council and carries out the operational management of the staff, ensures the management and protection of the property of the Association.
(3) The President shall be appointed and dismissed by the Executive Council.
(4) The powers and responsibilities of the President shall be determined by the Executive Council in the Rules for work of the latter.
(5) The President is the head of all staff in the Association .
(6) The President shall be a member of the Executive Council and shall report to it and the General Assembly.
(7) The Chairman of the Executive Council and the President have an independent right of representation for the Association in signed deals with a material interest up to 10 000 (ten thousand) BGN and above this amount – only together following the decision of the Council, respectively General Assembly in accordance with this Charter.  
Coordination Council
  Art. 25 . (1) The Coordination Council is a body of the Association. It consists of  at least five individuals, who are legal representatives and members of the governing body, or holding another senior position in legal entities – full members of the Association, and may not include more than one representative of any member of the Association. They participate in its work personally without the right to authorize their representatives to participate in the work of the Coordination Council.
(2) The members of the Coordination Council and its chairman shall be elected by the General Assembly by a secret ballot with simple majority for a term of two years. The same person or a representative of the same legal entity may not be elected for more than two consecutive terms as Chairman of the Coordination Council.
(3) The Chairman of the Coordination Council shall organize and manage its work.
(4) The Coordination Council is working with Comissions, working groups and the Executive Council to achieve the objectives of the Association, supporting organizational activities through their expert guidance, recommendations and suggestions.
(5) In order to perform its functions, the Coordination Council has the right to access all documents of the Association. Its members sign a declaration of confidentiality and non-disclosure of information that could harm the interests of the Association.  

Art. 26 . (1) The meetings of the Coordination Council shall be convened and chaired by its chairman at least once every three months. He is obliged to convene a meeting of the Coordination Council at the written request of more than half of its members. If the chairman does not convene a meeting of the Coordinating Council within one week, it may be convened by the members of the council who have requested it. In the absence of the chairman, the meeting is chaired by a member of the council elected by the members.
(2) The Coordination Council may take a decision if more than half of its members are present at the meeting. (3) A person is also present with whom he has a bilateral telephone or other connection, guaranteeing the establishment of his identity and allowing his participation in the discussion and decision-making. The vote of this member shall be certified in the minutes by the chairman of the meeting.
(3) The decisions shall be taken by a simple majority of those present.    

Art. 27 . The Coordination Council may take a decision without holding a meeting, if the minutes of the decision taken are signed without remarks and objections by all members of the Coordination Council.  
Making joint decisions by the Executive and Coordinatsionn Council
  Art. 27 a. (1) The Executive and the Coordination Council, at a joint meeting, take decisions for participation of the Association in other organizations.
(2) The meeting under the preceding paragraph shall be convened by the Chairman of the Executive Council and shall be chaired by him or another member of the Executive Council elected for the case. The Chairman of the Executive Council is obliged to convene a joint meeting of the Executive Council and the Coordination Board at the written request of more than half of the members. If the Chairman of the Executive Council does not convene the meeting within one week, it may be convened by the members of the respective Board who have requested it.
(3) Minutes shall be kept at the meeting, which shall be signed by the chairperson of the meeting, by the person who prepared the minutes and by all present members of the Coordination and Executive Council.
(4) A decision may be taken if more than half of the members of the Executive Council and more than half of the members of the Coordination Council are present at the meeting.
(5) A person with whom there is a bilateral telephone or other connection, guaranteeing the establishment of his identity and allowing his participation in the discussion and decision-making, shall also be marked as present. The vote of this member shall be certified in the minutes by the chairman of the meeting.
(6) The decisions shall be taken by a simple majority of those present.  
 
Independent auditor
  Art. 28. (1) The General Assembly, if required by law, elects an independent auditor upon proposal of the Executive Council for inspection and certification of the annual financial statements of the Association.
(2) The independent auditor should check the general financial condition and the expenditure of the funds of the Association for their compliance with the objectives of the Association and with the requirements of the national accounting standards.
(3) The independent auditor shall submit to the Executive Council a written report on the performed financial audit, which report shall be brought to the notice of the General Assembly.
Property of the Association and financing of the activity
  Art. 29. (1) The property of the Association consists of:
1. initial contributions of the founders of the Association;
2. annual membership fees;
3. target contributions;
4. donations and sponsorship agreements and / or programs;
5. revenues from economic activity under para. 2.
6. Property.
(2) The property of the Association may be used exclusively for achieving the goals defined in this Charter.
(3) The Association does not distribute profit.

Art. 30. The association raises the necessary funds for its activities from:
1. An annual membership fee, which is collected in a manner and amount determined by the General Assembly. The membership fee is paid until January 30th of the current year. The newly admitted members of the Association pay the first membership fee within 10 days after their admission. Its exact amount is determined according to the date of adoption and is proportional to the remaining quarters until the end of the year, as follows:   Month of reception: Amount due: January-March 100% April-June 75% July September 50% October-December 25%
2. Additional membership fees  and contributions collected from part of or all members to finance certain activities and initiatives of the Association, after expressing in written their willingness to do so.
3. Donations from legal entities, as well as Bulgarian and foreign citizens.
4. Actions and fundraising campaigns.
5. Subsidies from the state.
6. Economic activities related to the subject of the main activity for which the Association is registered.
Termination and liquidation
  Art. 31. (1) The association is terminated:
1. By decision of the General Assembly, according to art. 15, para. 1, item 9 of this Charter.
2. By decision of the district court on registration of the Association , when:
(a) it is not legally established;
(b) carries out an activity that is contrary to the law, public order or good morals;
(c) has been declared bankrupt.
(2) The decision of the court under para. 1 item 2 shall be ruled upon a claim of each interested party or of the prosecutor.
(3) In the cases of para. 2, the termination shall be entered ex officio and the court shall appoint a liquidator.  
Art. 32. (1) Upon termination of the Association, liquidation shall be carried out.
(2) The liquidation shall be carried out by the managing body or by a person appointed by it.
(3) Regarding the insolvency, the order for liquidation and the powers of the liquidator shall be applied respectively the provisions of the Commercial Law.
(4) The distribution of the remaining assets after satisfaction of the creditors property of the Association shall be carried out according to:
1. The Constitution.
2. The decision of the last General Assembly, which decided to terminate the Association .
(5) If there are no persons under par. 4 or if they are not definable, the property shall be distributed among the full members equally.
(6) The property under the preceding paragraphs may not be distributed, sold or in any way transferred to a liquidator appointed outside the circle of persons under para. 5 with the exception of the remuneration due to them.
(7) The persons, who have acquired property as a result of the performed liquidation under para. 4-6, are responsible for the obligations of the terminated Association up to the amount of the acquired.
  General provisions
  Art. 33. (1) This Charter was adopted by the General Assembly of the Association , held on 15.05.2020.
(2) The Association has a rectangular seal with the inscription “Bulgarian Association of the Software and Services Industry – BASSI” in English and/or Bulgarian.
(3) The issues not settled in this Charter shall be settled by the provisions of the Law for the non-profit legal entities.
(4) In case of subsequent discrepancy between the Charter of the Association and a normative act, the latter shall be applied, without the need for immediate amendment of the Charter of the Association, unless this is explicitly provided for. The invalidity of individual clauses of the Charter of the Association does not lead to invalidity of the rest of it.