STATUTE

This Statute was approved during a General Assembly of the members of the association on 30.09.2001, in agreement with the requirement of §1 par. 4 of the Transitional and conclusive orders of the Act on juridical persons with non-commercial objective.

GENERAL CONDITIONS

Art.1 The Association is a voluntary, non-political organization with a non-commercial objective whose members are Bulgarian juridical and efficient physical persons, as well as foreign such sojourning in the Republic of Bulgaria. Art.2 Membership in the Association is open to anyone who shares its objectives and satisfies the requirements set in the current Statute. Art.3 The Association has been established and carries out its activity in agreement with the laws of the Republic of Bulgaria and the current Statute. Art.4 The Association may unite with or may be a joint member of other organizations in the country or abroad. The Association may transform into another form of juridical person with a non-commercial objective – it may merge, join, disjoin and split according to the orders of the acting legislation.

NAME AND HEARDQUARTERS

Art.5 The name of the Association, spelled with the Latin alphabet is WIENER CLUB. Art.6The headquarters and address of the Association is: City of Sofia, Quarters of Oborishte, 77 Oborishte Street.

OBJECTIVES AND ACTIVITY. MEANS FOR ACCOMPLISHING THEM

Art.7 Main objectives of the Association are: – Providing a link between and unifying persons related to or interested in the Republic of Austria and Austrian culture regardless of party affiliations, creed, gender and age; – Popularizing Austria and Austrian culture in Bulgaria and providing cooperation for a mutually beneficial collaboration between the two countries; – Providing cooperation for the establishment and development of collaboration with a similar association in Austria with the purpose of popularizing Bulgaria and Bulgarian culture in Austria; – Defending the rights and interests of the members in front of state organs, public and economic organizations and other persons through its organizational and administrative competence; – Providing coordination between the interests and initiatives of the members in their activity, through creating possibilities for intellectual communication; – Other objectives allowed by the county’s laws and set by the General Assembly.

Art.8 The Association is an organization that performs activity for the benefit of the society.

Art.9 In order to carry out its objectives, the Association performs the following activities: – Supports the organization of and organizes exhibitions, shows, concerts, balls, presentation of books, meetings and participation in festivals, fairs, symposiums etc., of both Bulgarians in Austria and Austrians in Bulgaria; – Provides cooperation so that materials related to Austria be published or broadcast in the Bulgarian mass media and documents them; – Collects and provides to the interested parties free of charge materials related to the cultural and economic life in Austria; – Carries out contacts with related international organizations and provides assistance for participation in larger international cultural and economic events related to the two countries; – If necessary, establishes work groups designed to resolve certain issues for the realizing of the objectives and activity of the Association. – Advertising activity, ticket sale, invitations, publishing activity, agent’s activity, mediating and any other activity permitted by law, as long as it is related to the subject of the Club’s main activity. 2/ The revenues of the above activities shall be used exclusively for achieving the objectives set in the Statute.

Art.10 The means that the Association shall employ to achieve its objectives are the following: carrying out the activity named in the previous article, supporting morally and materially the members in their activity aiming at popularizing it and building a material base with own- and sponsor provided means, as well as participation in local and international events.

REVENUES AND PROPERTY

Art.11.The Association receives its revenues and property from: individual and joint donations and sponsorship; revenues from affiliation and annual membership fees; voluntary and obligatory payments in the form of property; revenues from the economic activities of Art. 9 item 6 other sources, allowed by the legislation.

Art.12 The monetary means of the Association shall be kept in a bank account. The expenses and revenues shall be approved by the Managing Council.

MEMBERSHIP. RIGHTS AND OBLIGATIONS

Art.13 Membership in the Association is voluntary and may be obtained individually as well as jointly by juridical persons. Art.14 Any juridical person may become member of the Association, as well as any physical person over 18 years old, provided that they accept the Statute and regularly pay their membership fee.

Art.15 Accepting new members is carried out by the Managing Council on the grounds of an application in writing and a receipt for paid affiliation membership fee. In case of a refusal or non consideration of the application, the applicant may appeal to the General Assembly. The decision of the General Assembly is final.

Art.16 A member is answerable for the Association’s liabilities up to the amount of his/her affiliation and annual membership fee. A member is not personally liable for the Association’s debts.

Art.17 The rights and obligations of a member, except the property-related ones if any, are not transferable and do not pass over to other persons in the case of death, respectively at termination of the membership of a – juridical person.

Art.18 Carrying out member’s obligations and exercising member’s rights may not be conceded to another person, except with the explicit approval of the General Assembly.

Art.19 The Association’s members have the following rights: – To elect and be elected for the managing organs of the Association; – To participate in the Association’s General Assembly personally or through an attorney appointed in writing; – To be informed of the Association’s activity and request reports on it; – To make use of the Association’s property and of the results of its activity in order to improve the activity and achieve the objectives; – To put forward suggestions for changes and additions to the Statute as well as on other matters related to the activity of the Association; – To put matters for discussion and to seek cooperation in relation to their realization for the benefit of the Association; – To make a voluntary contribution in the form of a property; – To voluntarily leave the Association;

Art.20 The members of the Association shall: – Respect the Statute and decisions of the General Assembly and other managing organs; – Provide their cooperation for achieving the Association’s objectives and carrying out its activity; – Pay an affiliation membership fee at the time of their joining the Club and pay their annual membership fee in the amount and terms set by the General Assembly; – Make a property contribution should the General Assembly unanimously make such decision; – Keep the good name and prestige of the Association.

Art.21 The membership shall be terminated: – With a request for a voluntary retirement, provided the person wishing to retire has fulfilled his/her obligations stemming from their membership and the decision for their release shall be taken by the Managing Council. – With the death of a member or their being placed under full interdiction; at the time of termination – for juridical persons; – In case of expelling of the member; – In case of non-payment the affiliation membership fee or regularly non-participation in the Association’s activity which has become evident from the documentation of the Association. – With the terminating the Association.

Art.22 Expelling a member can be carried out with a decision of the Managing Council approved with a majority of two thirds, when: – A member does not pay the membership fee within the time limit set by the General Assembly, except in the presence of objective circumstances; – A member’s behavior is incompatible with further membership. Art.23 The decision of the Managing Council regarding an expelling may be appealed before the General Assembly. The General Assembly makes a decision with a majority of 2/3 of all members. Art.24 A membership termination shall result in the following property-related consequences: – In case of a voluntary resignation, a member is entitled to have his or her obligatory participation with property returned, in case there has been such; – In case of decease (respectively, termination of a juridical person of a corporate member) or placing a member and/or his or her inheritors under a complete judicial disability, they shall be refunded such a portion of the annual membership fee corresponding to the period between the time of termination and the end in the year, as well as the voluntary participation with property, if there has been such; – In case of expelling or dropping out, no membership fee or obligatory participation with property shall be restored to the member that has been expelled or has dropped out;

PARTICIPATION WITH PROPERTY

Art.25 Both obligatory and voluntary participation with property may be made to the Association. Art.26 A member may participate with a property out of his or her will and with a decision of the General Assembly made with an ordinary majority. Art.27 Members make obligatory property installments according to a unanimous decision of the General Assembly. Art.28 The member providing the voluntary participation with property determines its volume, and the volume of the General Assembly determines the volume of obligatory participation with property. The volume of obligatory participation with property may not exceed ten times the minimal monthly salary for the country for the corresponding period. Art.29 The voluntary participation with property shall be subject to return to the person who provided it only in case of termination of the Association, after its creditors have been satisfied, if there are such. Art.ЗО An obligatory property installment is subject to being returned in the cases provided for in the Statute. Art.31 The affiliation membership fee is not considered a property installment.

MANAGERIAL ORGANS

Art.32 The Association’s organs are: – The members’ General Assembly – The Managing Council – The Council of Control.

Art.ЗЗ The members’ General Assembly is the Association’s supreme organ. All members participate in it, each having the right to vote. One person may represent not more than tree members of the General Assembly on the grounds of a Power of Attorney in writing. A Power of Attorney granted to one person may not be transferred to another.

Art.34 A member of the General Assembly may not vote in regard to matters related to: – Him/herself, his/her spouse, his/her relative from a direct line of descent without limitations, from indirect line – up to fourth degree or through marriage – up to second degree inclusive; – Juridical persons whose manager he or she is, or where he or she may impose or prevent the making decisions.

Art.35 Rights of the General Assembly – Makes changes and additions to the Statute; – Approves other internal acts; – Chooses and releases members of the Managing and Controlling Councils – Examines and pronounces decisions on complaints related to the acceptance of members; – Makes decision on the opening and closing of branches – Decides on the participation in other organizations; – Makes decisions on the transformation and termination of the Association; – Approves the main directions and programme for the Association’s activity; – Approves the Association’s budget; – Makes decisions regarding when the fee is due and its amount and the obligatory participation with property; – Approves the report on the Managing and Controlling Councils’ activity; – Revokes decisions by other organs of the Association, which contradict the law, the Statute, and other internal acts regulating the Association’s activity; – Makes other decisions, as well, as provided in the Statute.

Art.36 The rights described in points 1, 3, 7, 9, 11 an 12 of the previous article may not be transferred to other organs of the Association.

Art.37 The General Assembly’s decisions are obligatory for the other organs of the Association. The General Assembly’s decisions are subject to judicial control only as far as their legitimacy and conformity with the Statute are concerned. A dispute regarding the legitimacy or conformity with the Statute of decisions of the General Assembly may be brought to the Association’s court of registration by any member or organ of the Association or by the prosecutor within a month of becoming aware of them, but not later than one year after the decision has been made.

Art.38 Decisions of the Association’s organs that contradict the law, the Statute or a preceding decision of the General Assembly may be disputed before the General Assembly at the request of the concerned members or organ of the Association. The request shall be made within a month from becoming aware of the decision, but not later than one year after it has been made.

Art.39 The General Assembly is to be summoned at least once a year. The Managing Council summons it at its initiative or at the request of one third of the Association’s members. In the latter case, if the Managing Council does not send out an invitation in writing to summon the General Assembly, it is to be summoned by the Association’s court of registration at the written request of the concerned members or a person appointed by them.

Art.40 Summoning the General Assembly shall be carried out through publishing the invitation in the State Newspaper and also placing it on the spot for advertisements in the building where the Association’s headquarters is situated, at least a month in advance of the appointed date. The invitation should contain information about the order of the day, date, time and place of the meeting and who summons the General Assembly.

Art.41 The General Assembly is legitimate if more than half of all the members attend it. In case of a lack of quorum, the meeting is to be held an hour later at the same place and with the same date of order and may be carried out regardless of the number of members present.

Art.42 The General Assembly approves decisions with majority of the present members, except for the decisions related to Art. 35 – 1 and 7, which require a majority of two thirds of the present members. Other decisions, explicitly mentioned in this Statute, are to be made with the specific majority required by the corresponding articles of the Statute.

Art.43 The Managing Council consists of seven members elected by the General Assembly, having a 2-year (two) mandate. Juridical persons – members of the Association may suggest persons who are not members of the Association as members of the Managing Council.

Art.44 The Managing Council elects among its members a Chairman and a Secretary. The Chairman and Secretary represent the Association jointly and severally and operate its bank account.

Art.45 The managing Council has the following rights: – Represents the Association determining the amount of representative power of its individual members; – Ensures that the decisions of the General Assembly are carried out; – Manages the Association’s property in accordance with the Statute’s requirements; – Prepares and presents a draft budget to the General Assembly; – Prepares and presents to the General Assembly a report on the Association’s activity; – Determines the order and organizes the carrying out of the Association’s activity; – Determines the Association’s address; – Makes decisions on all matters that no other organ is authorized to resolve, according to a law or Statute; – Carries out the duties provided in the Statute or entrusted by the General Assembly; – Appoints administrative-and-technical personnel for remuneration; – Appoints a liquidator.

Art.46 The Managing Council’s meetings are to be summoned at least once every three months. The meetings are summoned through an invitation in writing, the receipt of which may be proved. The meetings are summoned and presided by the Chairman. The Chairman shall summon the Managing Council to a meeting at the written request of one third of its members. If the Chairman does not summon a meeting of the Managing Council within a week of receiving the request, it may be summoned by any of the concerned members of the Managing Council.

Art.47 The Managing Council’s sessions are legitimate if at least five of its members are present. In case the Chairman is not present, the session is to be directed by a member elected with majority of the present members.

Art.48 The Managing Council makes decisions with ordinary majority of the present members, except in the case of decisions related to Art. 45 – 2, 3, 6 and 10, which require a majority of five out of all members of the Managing Council.

Art.49 The Managing Council may make decisions even without holding a session, if the record of proceedings regarding the decision made is signed without notes or objections about it by all the members of the Managing Council.

Art.50 The Controlling Council consists of three persons and the General Assembly elects it for the period of two years.

Art.51 The Controlling Council exercises control over the financial condition of the Association. It reports its activity to the General Assembly.

Art.52 The Controlling Council’s members have a deliberative vote when participating in a session of the Managing Council.

TERMINATION OF THE ASSOCIATION

Art.53 The Association shall be terminated in the following cases: – With a decision of the General Assembly; – After a decision of the court of the Association’s headquarters when it has not been constituted according to the legitimate order, carries out an activity that contradicts the law, public order or the good character, or in case it has declared insolvency.

Art.54 In case of a termination, liquidation shall be carried out. The liquidation is to be carried out by the managing organ or by an appointed by it liquidator.

Art.55 In regard to the liquidation order, liquidator’s rights, as well as in case of insolvency and bankruptcy, apply the rules provided by the Commercial Act.

Art.56 (Changed with Decision of the General Assembly of the members of 17.11.2003) In case of liquidation, the property remaining after the Association’s creditors have been satisfied shall be passed with a court’s decision to the juridical person selected to carry out activity of public benefit with the same or a similar non-profit aim. If the property is not passed according to Par. 1, Art. 44 of the Juridical Persons with a Non-Profit Aim Act, it shall be provided to the municipality where the headquarters of the terminated juridical person with non-profit aim is situated.

Art.57 After distributing the property, the liquidator shall request that the court of the Association’s headquarters erases the inscription of the Association’s juridical person.

TERM

Art.58 The Association is established for an unlimited term.

CONCLUDING PROVISIONS

Art.59 For all matters not settled by the current Statute shall apply the orders of the Juridical Persons with a Non-Profit Aim Act. §1 The current text of the Statute reflects its actual contents after the last changes carried out by the General Assembly of the members, that took place on 14.11.2003.

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