STATUTE
IN ASSOCIATION WITH A NON-PROFIT PURPOSE
in community service
“Solar Academy Bulgaria”
adopted at the founding meeting held in the city of Sofia on 08.12.2021.
I. GENERAL PROVISIONS
Statute
Art. 1. (1) The association is a legal entity, separate from its members, established according to the provisions of the Law on non-profit legal entities, the Statute and the Decision of the founding meeting.
(2) The company is responsible for its obligations with its property.
(3) The members of the association are not responsible for the obligations of the Company.
(4) Members are responsible for paying the due membership fees.
Designation
Art. 2. (1) The name of the association is “Solar Academy Bulgaria”, which is transliterated as follows: “Solar Academy Bulgaria”
(2) The name of the association, together with an indication of the headquarters, the address, the court where the association is registered and the court registration number and BULSTAT, must be indicated in the correspondence documents of the association.
(3) The name of the branches of the association is formed by adding to the name of the association the indication “branch” and the town where the seat of the branch is located. An indication of its subject of activity can be added to the name of the branch.
Headquarters and address of management
Art. 3. The headquarters and address of the association’s management are in the town of Elin Pelin, 7 “Lesnovska” street.
(2) The association’s correspondence address is 1151 Lozen village, St. St. Cyril and Methodius” No. 67.
Term
Art. 4. The association is not limited by a term or any other termination condition.
Defining the activity
Art. 5. The association engages in activities for the public benefit, as follows:
• Supporting educational institutions in developing high-quality training programs for specialists in the field of renewable energy sources.
• Organizing open events featuring guest speakers to enhance the educational experience in schools and universities.
• Implementing information campaigns to raise awareness about the significance of topics related to renewable energy sources (RES) and energy efficiency.
• Facilitating the exchange of best practices with countries that have made advancements in the field of RES and energy efficiency.
• Creating practical training courses within the realm of renewable energy sources, RES, and energy efficiency.
• Establishing a set of minimum requirements to ensure quality in the execution of projects related to renewable energy sources, RES, and energy efficiency.
• Collaborating with governmental and non-governmental organizations to streamline the regulations for the establishment of small photovoltaic plants.
Main Goals of the Association
Article 6. The primary objectives of the association are as follows:
• To support educational institutions in developing high-quality training programs for specialists in the field of renewable energy sources.
• To organize open events featuring guest speakers that enhance the educational value in schools and universities.
• To conduct information campaigns aimed at promoting the significance of topics related to renewable energy sources (RES) and energy efficiency.
• To facilitate the exchange of best practices with countries that have made advancements in the field of RES and energy efficiency.
• To establish practical training courses within the domain of renewable energy sources, RES, and energy efficiency.
• To create a set of minimum requirements to ensure quality in the execution of projects related to renewable energy sources, RES, and energy efficiency.
• To collaborate with governmental and non-governmental organizations with the goal of simplifying the regulations for the construction of small photovoltaic plants.
Art. 7. The means through which the association will accomplish its objectives are as follows:
A/ Engaging young people in participating in programs and projects.
B/ Implementing civic oversight over the decisions made by state and municipal governing bodies in the realm of renewable energy sources (RES) and energy efficiency.
C/ Ensuring free access to information for all interested public organizations.
D/ Establishing an ecological information center.
E/ Publishing newsletters focusing on ecological topics.
F/ Organizing lawful direct actions and campaigns related to renewable energy sources (RES) and energy efficiency.
G/ Arranging forums to acquaint the public with renewable energy sources and energy efficiency, conducted within the legal framework and in accordance with established procedures.
H/ Securing sponsorships from private individuals.
I/ Receiving professional assistance from employers.
J/ Obtaining funds from state and public institutions.
K/ Collecting annual membership fees.
II. MEMBERSHIP
Membership Rights and Obligations
Article 8. (1) Membership in the association is voluntary and open to individuals and legal entities.
(2) Any legal entity that shares the association’s objectives, supports the means to achieve them, complies with its statutes, and regularly pays its membership fee can become a member of the association.
(3) Any adult who aligns with the association’s goals, supports the means to achieve them, adheres to its statutes, and regularly pays the membership fee can become a member of the association.
Article 9. Each member of the association possesses the following rights:
Participation in the association’s activities and attendance at the General Assembly meetings.
Eligibility for election to its governing bodies.
Authority to oversee the operations of the association and its governing bodies.
Access to information regarding the association’s activities.
Utilization of the association’s property and the outcomes of its endeavors.
Art. 10. Each member of the association is obligated to:
Pay the annual membership fee.
Adhere to the statutes of the association and actively work towards achieving its goals.
Strive to enhance the association’s assets and bolster its public reputation.
Art. 11. Membership rights and obligations are non-transferable and do not extend to other individuals upon death or cessation of membership. Membership rights can be delegated to another through a power of attorney bearing a notarized signature.
Acquisition of Membership
Art. 12. Membership in the association is granted by the General Assembly. Candidates must submit a written application to the Management Board. The board reviews the application within one month and subsequently presents it to the General Assembly. Membership acceptance is determined through an open vote and requires a simple majority.
Termination of Membership
Art. 13. (1) Membership can be terminated under the following conditions:
By means of a unilateral declaration of will to the association.
Due to death or placement under full legal incapacity.
Through exclusion.
Upon the dissolution of the legal entity that is a member of the association.
By voluntarily leaving the association.
(2) Upon the termination of membership, property-related matters between the former member or their legal successors and the association are resolved after the general assembly adopts the annual financial report. In cases of outstanding debts from the former member to the association, a set-off is performed against their claims from the association. The determination of the claim amount is conducted in accordance with Article 49, paragraph 3 of this statute.
(3) The decision to exclude a member is made by the Association’s Management Board in cases of culpable behavior that renders continued membership incompatible. The decision to exclude can be appealed to the General Assembly of the association.
(4) Membership is terminated in cases of consistent non-payment of membership fees and lack of participation in the association’s activities. The withdrawal is confirmed by the Management Board based on documents and a proper decision, which results in the termination of membership.
III. PROPERTY
Property
Article 14. The property of the association comprises ownership rights and other real rights over fixed and movable assets, property contributions from members, receivables, and other rights in accordance with applicable legal regulations.
Sources of Funding for the Association
Article 15. (1) Every association member is required to provide property contributions in the form of membership fees. The annual membership fee is set at 120 (one hundred and twenty) BGN for individuals and 1200 (one thousand two hundred) BGN for legal entities. This fee must be paid by January 31 of the corresponding year. Overdue membership fees will incur interest equivalent to the basic interest rate determined by the Bulgarian National Bank (BNB).
(2) Via a decision made during the general assembly, association members can make targeted contributions to achieve specific goals outlined in the statute or determined by the general assembly’s decision. The general assembly outlines the purpose, amount, and collection method for these contributions. A two-thirds majority vote of association members is required for such decisions.
(3) Association members may contribute cash in the form of a loan or real estate and specifically designated movable property for rent.
(4) The interest rate for loans or rents under paragraph 3 is determined by the general assembly of the association.
(5) The association, represented by the Management Board, is permitted to accept donations from individuals and legal entities and enter into sponsorship contracts.
Economic Activities
Article 16. (1) The association is engaged in the following additional economic activities related to its primary subject matter:
Information, consulting, publishing, and advertising activities; organizing and conducting training courses; distribution of printed publications; organization of seminars, forums, and mass cultural events aimed at supporting the association’s objectives, as well as any activity related to achieving the established goals that is not prohibited by law.
(2) Economic activities are conducted in accordance with the terms and conditions stipulated by the Commercial Law, the Accounting Law, and tax laws.
(3) The management and oversight of business activities fall under the responsibility of the association’s Management Board.
Loss Coverage
Article 17. In the event of losses as indicated in the annual financial balance, the General Assembly may decide to cover these losses through additional contributions from association members. Such a decision requires a two-thirds majority vote of all association members.
IV. MANAGEMENT
Organizational Bodies
Article 18. The organizational bodies of the association are the General Assembly and the Management Board.
Composition of the General Assembly
Article 19. All members of the association take part in the General Assembly. Members can participate in the General Assembly either in person or through a representative.
Representation
Article 20. (1) Legal entity members are represented in the General Assembly by their lawful representatives or explicitly authorized individuals.
(2) Only a natural person can act as a representative of a legal entity or an individual.
(3) Powers of attorney are explicitly issued for participation in the General Assembly of the association and can be issued for a limited or unlimited number of assembly sessions.
(4) Attorneys do not have the right to re-delegate their powers to third parties.
(5) Representatives can only represent a single member at the General Assembly.
Competence of the General Assembly
Article 21. The General Assembly has the authority to:
Amend and supplement the association’s Statute.
Adopt other internal regulations.
Transform and dissolve the association.
Admit and expel members.
Elect and dismiss members of the Management Board, as well as determine their remuneration.
Appoint and dismiss registered auditors.
Approve the annual financial report.
Appoint liquidators in case of association dissolution, excluding cases of insolvency.
Review appeals against decisions of the Management Board regarding membership termination.
Decide on the establishment and closure of branches.
Make decisions regarding participation in other organizations.
Adopt the principal guidelines and programs for the association’s activities.
Approve the association’s budget.
Determine the amount and conditions of the membership fee.
Accept the report on the Management Board’s activities.
Annul decisions of the Management Board when they are in conflict with the law and the association’s Statute.
Exonerate members of the Management Board from liability.
Conduct of the General Assembly
Article 22. (1) The General Assembly is convened at least once a year, known as the regular General Assembly. The first General Assembly may be held no later than 12 months following the establishment of the association.
(2) The Management Board may convene an extraordinary General Assembly at any time.
Convening the General Assembly
Article 23. (1) The Management Board convenes the General Assembly. Additionally, it can be convened upon the request of at least one-third of the association’s members.
(2) If, within one month of the request for convening a General Assembly, the Management Board fails to issue a written invitation, the General Assembly can be convened by the court at the association’s registered address, following a written request from interested members or a person they designate.
(3) Convening notices are issued through invitations or placed at the designated announcement area within the association’s premises, or published on the association’s website.
(4) The invitation includes the agenda items, proposed decisions, date, time, location of the General Assembly, and the initiator of its convening.
(5) The time between announcement publication and the commencement of the General Assembly cannot be less than 30 days.
Right to Information
Article 24. Written materials concerning the General Assembly’s agenda must be provided to the members at the association’s headquarters no later than the date of publication or dispatch of the convening notice. These materials are available upon request to any member, without charge.
List of Attendees
Article 25. (1) During the General Assembly meeting, a list of present members or their representatives shall be compiled. Members and representatives verify their presence with a signature and provide identification. The list is endorsed by the chairman and the secretary of the General Assembly.
(2) The list from the preceding paragraph includes members who have declared their presence by the time of the first vote after the establishment of a quorum.
Quorum
Article 26. The General Assembly may convene if members representing over half of all members are present. In the absence of a quorum, the Management Board shall schedule a new meeting within one hour at the same location and with the same agenda, regardless of the number of members.
Right to Vote
Article 27. All members are entitled to one vote.
Conflict of Interests
Article 28. A member or their representative may not participate in voting for:
Matters involving claims against them.
Actions or inactions related to fulfilling their responsibilities to the association.
Issues concerning them, their spouse, direct relatives – without restrictions, collateral relatives – up to the fourth degree, or affinity relatives – up to the second degree inclusive.
Majority
Article 29. (1) Decisions of the General Assembly are adopted by a majority of those present.
(2) For decisions under Article 21, items 1 and 3 of the Statute, a majority of 2/3 of those present is required.
Resolutions
Article 30. (1) The General Assembly cannot make decisions on issues not published in the invitation.
(2) Decisions of the General Assembly take effect immediately, unless their implementation is delayed or, according to the law, they take effect after promulgation.
Minutes
Article 31. (1) Minutes of the General Assembly meeting are recorded in a special book. The protocol is maintained in accordance with legal requirements.
(2) The General Assembly minutes are signed by the chairman, the secretary of the assembly, and the vote counters. A list of attendees and documents related to the convocation of the General Assembly are attached to the minutes.
(3) Every member present at the General Assembly has the right to demand and oversee the accurate recording of decisions in the minutes.
Management Board
Article 32. (1) The Association is managed and represented by a Management Board.
(2) The members of the Management Board are elected by the General Assembly for a term of 5 (five) years.
(3) The Management Board consists of 3 (three) members who are also members of the association.
(4) A legal entity member of the association can also be a member of the Management Board, represented by its legal representative or an authorized individual at Council meetings.
(5) The initial Board of Directors, as defined in the founding protocol and consisting of three members, holds a mandate of 5 (five) years.
(6) Members of the Management Board can be reelected without limitations.
(7) Members of the Management Board are required to provide a guarantee to the association in an amount not less than the value of their quarterly gross remuneration as Board members.
Article 33. (1) Members of the Management Board or natural persons representing legal entities as Board members must:
Have permanent residence in the country.
Possess appropriate professional qualifications and experience.
Have not been convicted of intentional general crimes.
Rights and Obligations of the Management Board
Article 34. (1) Members of the Management Board have equal rights and obligations, regardless of the internal allocation of functions among members and decisions granting executive management rights.
(2) Members of the Management Board are obligated to act in the association’s interest and maintain confidentiality even after their Board membership ends.
(3) The Management Board establishes its working rules and elects a Chairman and Deputy Chairman from its members.
(4) Regular Board meetings are convened at least once every three months to discuss the association’s state and development.
(5) Any Board member can request the Chairman to convene a meeting to discuss specific issues.
(6) The Management Board ensures the administration and protection of the association’s assets.
(7) The Management Board establishes the organizational and management structure, procedures for staff appointments and dismissals, salary regulations, and other internal association rules.
(8) The Management Board makes decisions regarding the acquisition, expropriation, and encumbrance of immovable properties, establishment of property rights over them, and leasing them for over one year.
(9) The Management Board determines the order and organization of the association’s activities.
(10) The Management Board prepares and submits to the General Assembly a report on the association’s activities.
(11) The Management Board prepares and submits to the General Assembly a draft budget
Article 35. (1) Decisions may be made if more than half of the members of the Management Board are present, either in person or represented by another member of the board. No present member may represent more than one absent member.
(2) Decisions of the Management Board are made unanimously by all members.
(3) The Management Board may also make decisions in absentia if all members have been notified in writing of this voting method and no objections have been raised. A person who has a two-way telephone or other connection that guarantees their identity and enables their participation in the discussion and decision-making is also considered present. The vote of this member is attested in the minutes by the chairman of the meeting.
(4) Apart from the cases expressly stated in this Statute, the Management Board shall make unanimous decisions on:
significant changes in the association’s activities;
significant organizational changes;
long-term cooperation that is essential for the association or termination of such cooperation;
making a proposal to the General Assembly to establish a branch.
Article 36. The Management Board is obligated to periodically prepare the reporting information required by the Accounting Act on the association’s activities, in line with principles of transparency, reliability, and timeliness.
Responsibility of Management Board Members
Article 37. (1) Members of the Management Board are jointly and severally liable for actions that damage the association’s interests and provide a guarantee for their management.
(2) Each member of the Management Board may be released from liability if it is established that they are not at fault for the damages that have occurred.
Chairman of the Board
Article 38. (1) The Management Board designates one or more of its members as the Chairman of the Management Board to manage the association. The Chairman of the Management Board can be replaced at any time. They are obliged to immediately report to the Management Board any essential circumstances affecting the association.
(2) The Chairman of the Management Board has the authority to carry out all actions and transactions related to the association’s activities, represent the association, and authorize other individuals to perform specific actions. The Chairman of the Management Board does not have the authority to expropriate or encumber real estate of the association unless expressly authorized by the Management Board.
(3) The Chairman of the Management Board:
Organizes the implementation of Management Board decisions;
Manages the association’s activities, oversees its operational management, and safeguards its property;
Concludes employment contracts with association employees, excluding those appointed by the Management Board;
Represents the association and fulfills functions assigned by the Management Board.
Immediately reports significant circumstances concerning the association’s activities to the Management Board.
On behalf of the association, the Chairman of the Management Board enters into a contract with the Chairman of the Management Board that stipulates specific rights and obligations, current remuneration, compensation for early release from executive functions, insurances, and other conditions.
Remuneration of Management Board Members
Article 39. (1) Members of the Management Board are entitled to an annual remuneration not less than the amount of the minimum wage for the Republic of Bulgaria for the respective year. The remuneration for each Management Board member is at least equal to the average annual wage in the association. The amount of the annual remuneration for Management Board members is determined by the General Assembly of association members.
(2) The Chairman of the Management Board receives an increased annual remuneration, not exceeding twice the remuneration of other Management Board members. This fee is separate from their regular contractual remuneration.
(3) If a Management Board member is released early through no fault of their own, they are entitled to compensation equivalent to half a year’s remuneration.
(4) The Management Board may decide to waive the remuneration specified in paragraphs 1 and 2 for the respective year.
V. ANNUAL CLOSURE
Annual Closing Documents
Article 40. Every year, by the end of February, the Management Board compiles an annual financial statement and a report on the activities for the preceding calendar year and submits them to independent auditors as required by law.
Contents of the Activity Report
Article 41. The report on the activities of the association contains information about:
Key activities, the allocated funds, their alignment with the organization’s goals and programs, and the achieved outcomes;
Value of property received as donations and income from other fundraising activities;
Type, amount, value, and purposes of donations received and provided, including donor information;
Financial results.
Appointment of Independent Auditors
Article 42. (1) In cases where mandatory independent auditing is required by law, registered auditors are appointed by the General Assembly.
(2) If the General Assembly has not selected a registered auditor by the end of the calendar year, the Management Board shall appoint one.
Acceptance of the Annual Closing
Article 44. The annual financial report, activity report, and registered auditor’s report are reviewed and approved by the Management Board before being presented for discussion at the regular General Assembly.
Mandatory Reporting Information
Article 45. In accordance with the provisions of the Accounting Act, the association will prepare reporting information in compliance with principles of transparency, credibility, and timeliness.
Dividends
Article 46. The association does not distribute profits.
Books and Records
Article 47. (1) Minutes shall be kept during meetings of the General Assembly and the Management Board, recording discussions, proposals, applications made, and decisions taken. Minutes are authenticated with the signatures of the relevant body’s chairman and the minute taker and are bound in special books. These books are maintained by the chairman of the respective authority. Members of the association and the Management Board have the right to access the content of the minutes books and to receive transcripts or extracts from the minutes.
(2) The association maintains a register of its members, recording the names and addresses of all members, Tax Identification Numbers (TIN), their professions and occupations, as well as the names, locations, addresses of management, court registration files, and Business Identification Numbers (BULSTAT) of legal entity members.
VI. TERMINATION AND LIQUIDATION
Grounds for Termination
Article 48. The association may be terminated:
By decision of the General Assembly;
When it is declared bankrupt;
By a decision of the district court at the association’s headquarters;
VII. LIQUIDATION
Article 49. (1) Upon the termination of the non-profit legal entity, liquidation shall be carried out.
(2) The liquidation is conducted by the governing body or by a person designated by it.
(3) When a liquidator has not been appointed in accordance with paragraph 2 or according to the decision of the supreme authority in the case under Article 13, paragraph 1, item 2 of the ZYULNC, it is determined by the district court at the registered office of the non-profit legal entity.
(4) The provisions of the Commercial Law apply accordingly to insolvency, bankruptcy, the liquidation procedure, and the powers of the liquidator. The termination decision under Article 13, as well as the recordable circumstances regarding insolvency, bankruptcy, and liquidation proceedings, are entered, respectively, the acts are announced in the register of non-profit legal entities maintained by the Registration Agency.
Property after Liquidation
Article 49a. (1) The distribution of the remaining property after satisfying the creditors is decided according to the statutes, the founding act, or by the supreme body of the non-profit legal entity, to the extent that this law does not provide otherwise. If a decision has not been made before the termination, it is made by the liquidator.
(2) If there are no individuals under paragraph 1 or if they are not determinable, the property passes to the municipality of the seat of the non-profit legal entity. The municipality is obligated to utilize the received property for an activity as closely related as possible to the purpose of the terminated non-profit legal entity.
(3) The property under the preceding paragraphs cannot be distributed, sold, or in any way transferred to a liquidator appointed outside the circle of persons under paragraph 2, with the exception of the remuneration due to them.
(4) Persons who acquire property as a result of the liquidation carried out under paragraphs 1-3 are liable for the obligations of the terminated non-profit legal entity up to the amount of the acquired property.
VIII. TRANSITIONAL AND FINAL PROVISIONS
Article 50. Changes to this Statute may be made in accordance with the procedure provided therein and in the Law on Non-Profit Legal Entities.
Article 51. Regarding the interpretation or application of the provisions of this statute, the provisions of the general Bulgarian civil legislation and the provisions of the Law on non-profit legal entities shall apply.
This Statute was unanimously adopted by all present founders of the Constituent Assembly of the association with socially beneficial activity “Solar Academy Bulgaria,” held on 08.12.2021, in the city of Sofia, and in confirmation of this, they have signed this Statute.