Statute
STATUTE OF THE “BULGARIAN NATIONAL ASSOCIATION OF OTORHINOLARYNGOLOGY, HEAD AND NECK SURGERY”
(as last amended by the General Assembly on 07.10.2023)
I. NAME, STATUS, REGISTERED OFFICE AND MANAGEMENT ADDRESS
Art. 1. “BULGARIAN NATIONAL ASSOCIATION OF OTORHINOLARYNGOLOGY, HEAD AND NECK SURGERY” is a non‑profit association – an independent legal entity, separate from its member physicians (otorhinolaryngologists from the Republic of Bulgaria), voluntary, independent, and non‑politically affiliated, established to carry out activities for the public benefit.
Art. 2. The registered office and the management address of the Association are in Sofia at 26 Danail Nikolaev Blvd – Queen Joanna University Hospital – ISUL.
Art. 3. The Association is established for an indefinite period.
II. OBJECTIVES AND MEANS
Art. 4. The Association has the following objectives:
4.1. To support the enhancement of professional qualifications, assist in professional development, and encourage the creative and scientific activity of otorhinolaryngologists in Bulgaria.
4.2. To promote the establishment and development of professional contacts between otorhinolaryngologists in Bulgaria and those in the European Union and other countries.
4.3. To support the development of otorhinolaryngology in accordance with medical standards at all levels of competence and existing legislation in the Republic of Bulgaria.
4.4. To support the introduction into otorhinolaryngological practice of the most advanced methods of diagnosis and treatment of ENT diseases.
4.5. To defend the professional interests of otorhinolaryngologists in the country.
Art. 5. The Association will pursue its objectives through:
5.1. Organizing and conducting congresses, conferences, symposia, seminars, and courses on otorhinolaryngological topics within the country, and participating in international events to facilitate the exchange of scientific information and practical expertise.
5.2. Publishing a national journal of the Association as a periodic scientific print publication.
5.3. Participating in national and international projects on significant and/or current issues in otorhinolaryngology.
5.4. Developing and launching the Association’s own website.
5.5. Lobbying for and defending the interests of the Association and otorhinolaryngologists before various government bodies, non‑governmental organizations, and other legal and physical persons.
5.6. The subject of supplementary economic activity related to the main scope of operations, in compliance with the country’s existing legislation, includes: advertising activities; publications in specialized scientific journals, including articles and papers; issuance of directories, books, and journals containing scientific papers and materials; organizing specialized lecture and practical courses under the auspices of the Association; participation in otorhinolaryngology projects; involvement of the Management Board in cooperatives and commercial companies; and other activities aligned with the Association’s goals and objectives, with all income from these supplementary activities used to achieve the Association’s aims.
III. REPRESENTATION
Art. 6. The “BULGARIAN NATIONAL ASSOCIATION OF OTORHINOLARYNGOLOGY, HEAD AND NECK SURGERY” is represented by its Chairperson. In the Chairperson’s absence, the Association is represented by one of the Vice‑Chairpersons, as appointed by the Management Board.
Art. 7. In certain cases, the Association may also be represented by persons explicitly authorized by the Management Board.
IV. ADMISSION TO MEMBERSHIP, TERMINATION OF MEMBERSHIP, AND THE RIGHTS AND OBLIGATIONS OF MEMBERS
Art. 8. Any adult capable individual who possesses or is in the process of obtaining a specialization in otorhinolaryngology (ENT) may become a member of the Association.
8.1. Membership in the Association is voluntary.
8.2. The Association may invite and admit honorary members—distinguished Bulgarian and/or foreign lecturers or ENT specialists.
8.3. A membership application must be submitted to the Management Board, thereby accepting the conditions set forth in this Statute.
8.4. Membership is granted following a decision by the Management Board.
Art. 9. Membership may be terminated:
9.1. Voluntarily—by submitting a resignation to the Management Board, or in the event of the member’s death or incapacitation.
9.2. A member may be expelled by a decision of the Management Board in cases of:
9.2.1. Failure to pay the required membership fee within the term established in Art. 14.
9.2.2. Repeated (more than three times) severe violations of the Statute.
9.2.3. Actions that harm the interests of the Association.
9.3. A decision to expel may be appealed to the General Assembly, whose decision may be challenged under Art. 25, para. 6 of the Non‑Profit Legal Entities Act.
Art. 9a. Expulsion under Art. 9.2.1 proceeds as follows:
9a.1. After the deadline under Art. 14 expires, the Management Board grants the member one month to pay the owed fee. If the obligation is not fulfilled within that period, the Board decides to expel the member.
9a.2. The Board may grant an additional payment deadline if there are valid reasons.
9a.3. The Board may grant another payment extension to all members who failed to pay within the deadline defined in Art. 14.
Art. 10. Members of the Association have the following rights:
10.1. To elect and be elected to the governing bodies of the Association.
10.2. To request and receive information, and to submit proposals concerning the Association’s activities.
10.3. To attend Management Board meetings.
10.4. To propose amendments to this Statute and other matters related to the Association’s operations.
10.5. To benefit from the activities of the Association.
Art. 11. Members of the Association have the following obligations:
11.1. To comply with the Statute and work toward achieving the Association’s objectives.
11.2. To fulfill their financial obligations to the Association.
11.3. To refrain from actions or omissions that harm the Association’s interests.
V. PROPERTY, SOURCES OF FUNDS, AND MANAGEMENT THEREOF
Art. 12. The Association’s assets comprise ownership and other real rights to movable and immovable property, receivables, copyrights, and other rights permitted by Bulgarian law.
Art. 13. Any property contributed or acquired as a result of the Association’s activities is its exclusive property.
Art. 14. All members must pay an annual membership fee determined by the General Assembly. The deadline for payment is:
– Within one month of the member’s admission
– By 31 January of the current year
14.1. Any member who has paid their fee is entitled to a discount on the registration fee for all scientific and practical events organized by the Association.
14.2. Within one month after the payment deadline, the Management Board meets to decide on steps regarding members with unpaid dues.
Art. 15. The Association has the right to receive donations from local and foreign natural and/or legal entities and to enter sponsorship agreements.
Art. 15a. (newly added at the General Assembly on 07.10.2023) The Association may expend property and conduct activities, free of charge, aimed at achieving the objectives set out in Art. 4.
15a.1. The selection of recipients and the manner of assistance are determined based on the Association’s objectives and financial capacity.
Art. 16. The Management Board may manage and dispose of the Association’s assets, except in the following cases:
16.1. Gratuitous expenditure of assets requires a motivated decision by the General Assembly with a 2/3 majority of all its members when benefiting:
a) Persons in other governing bodies and their spouses, direct-line relatives (unlimited), collateral relatives up to fourth degree, or in-laws up to second degree;
b) Persons who were part of the governing bodies within the past two years;
c) Legal entities that funded the Association in the past three years;
d) Legal entities in which the aforementioned persons are authorized representatives or can influence decisions;
e) Political parties whose governing or supervisory bodies include members of the Association’s governing bodies.
16.2. The Association may not enter into transactions with the persons in Art. 16.1 (a) or with legal entities they influence, unless the transactions clearly benefit the Association’s public-purpose mission or are carried out under publicly announced, general terms.
VI. GOVERNING BODIES
Art. 17. The governing bodies of the Association are: the General Assembly (GA), the Management Board (MB), the Chairperson, and the Supervisory Board.
Art. 18. GENERAL ASSEMBLY:
18.1. The GA is the supreme body of the Association, consisting of all members, each with one vote. Participation may be in person or via a notarized representative. One proxy may not represent more than one member.
18.2. The GA’s competencies include:
1. Amending and supplementing the Statute
2. Dissolving or transforming the Association
3. Electing and dismissing members of the Management Board and the Chairperson
4. Electing and dismissing members of the Supervisory Board
5. Appointing a certified public accountant upon MB proposal
6. Approving the annual financial report audited by an accountant
7. Considering appeals against MB decisions
8. Deciding to open branches
9. Deciding to join other organizations or legal entities
10. Determining membership fee dues and amounts, initially set by the Founding Assembly
11. Approving the MB activity report
12. Overturning MB decisions that conflict with law or the Statute
13. Determining voting methods during the GA
14. Electing GA chair, secretary/recorder, and credentials committee
15. Appointing honorary members
16. Electing auxiliary bodies of the Association
18.3. Competencies under points 1–12, except for points 6, 7, 8, and 9, may not be delegated to other bodies.
18.4. GA decisions are binding on all other bodies of the Association.
18.5. The GA convenes at least once per year by decision of the MB or the Chairperson. If at least one-third of the members request a meeting, the MB must convene it within two weeks. If no invitation is issued within 14 days, the requesting members may appeal to the court for convening.
18.6. A regular GA must be convened at least six weeks before the meeting date, with invitations sent at least 30 days prior by email and posted at the Association’s premises.
18.7. The invitation must include the agenda, proposed resolutions, date, time, place, and initiator.
18.8. Decisions on topics not on the previously circulated agenda may only address urgent matters affecting more than half the attendees; this does not apply when dismissing MB or SB members.
18.9. Written materials related to the agenda must be made available at the Association’s registered office by the invitation date.
18.10. Quorum is half of the members or their proxies. If not met, the meeting is postponed by one hour and is considered duly convened regardless of attendance.
18.11. A list of attending members and representatives is prepared, certified by the MB Chairperson and GA Secretary.
18.12. Each member has one vote.
18.13. GA decisions are made by simple majority (50%+1 of attendees), except:
– Amendments under clause 18.2(1) require a two-thirds majority of attendees
– Dissolution under 18.2(2) requires a two-thirds majority of all members
– MB and SB elections require a majority of attendees
18.14. GA meetings are recorded in minutes signed by the MB Chairperson and GA Secretary; records of invitations and attendance are attached.
Art. 19. MANAGEMENT BOARD
The Association is governed by a Management Board consisting of the Chairperson and six members—one Treasurer, four Vice‑Chairpersons, and one Secretary—appointed by the GA.
Members of the MB are elected by the GA for a four‑year term by secret ballot. The first MB, appointed by the Founding Assembly, was composed of seven members and served a four‑year term.
19.3. The GA may remove MB members before the end of their term.
19.4. MB members must act in the Association’s interest. Withdrawals from bank accounts require a resolution by the MB and the signature of the Chairperson and/or designated Vice‑Chairperson.
19.5. MB meetings are convened by the Chairperson or by one-third of the MB members. If the Chairperson fails to call a meeting within a week, any interested MB member may do so. In the Chairperson’s absence, another MB member conducts the meeting.
19.6. The MB has the authority to:
– Represent the Association and delegate representation
– Ensure implementation of GA decisions
– Manage and dispose of the Association’s assets per the Statute
– Organize and direct the Association’s activities
– Prepare and submit activity and budget reports to the GA
– Appoint liquidators
– Admit, dismiss, and expel members
– Address any matters not under GA’s jurisdiction…
19.6. The Management Board has the following powers:
– Represents the Association and determines the scope of representative authority of its members.
– Ensures the implementation of decisions of the General Assembly.
– Manages and disposes of the property of the Association in compliance with the Statute.
– Defines the procedure and organizes the activities of the Association.
– Prepares and submits to the General Assembly a report on the Association’s activities and a draft budget.
– Appoints a liquidator(s).
– Admits, dismisses, and excludes members of the Association.
– Discusses and decides all other matters related to the activities of the Association not falling under the competence of the General Assembly.
19.7. Decisions of the Management Board are adopted by a majority of more than half of its members.
19.8. (amended by a General Assembly decision on 01.09.2020) In case of force majeure circumstances (epidemics, natural disasters, etc.) or urgent decision-making, the Management Board may meet remotely. Decisions are valid if they follow the procedure outlined in 19.7 and the protocol includes the number of votes, voting results, and any dissenting opinions or written statements by members. A remote session may also be held upon request of one-third of the Management Board.
19.9. (adopted by General Assembly on 01.09.2020) Under the conditions of 19.8, the Chairperson may decide to conduct a meeting using remote communication tools (telephone, Skype, or other online platforms). Participation via such tools is valid if identity verification is possible.
19.10. The Management Board supervises, coordinates, and directs the activities of permanent and temporary commissions and working groups of the Association.
Art. 20. CHAIRPERSON OF THE ASSOCIATION AND OF THE MANAGEMENT BOARD
20.1. The Chairperson is elected by the General Assembly through secret ballot. They also serve as Chairperson of the Management Board.
20.2. The Chairperson has the following powers:
1. Organizes the overall activities of the Association and ensures the implementation of Management Board decisions through operational leadership.
2. Represents the Association before all third parties.
3. Immediately informs the Management Board of significant circumstances concerning the Association’s activities.
20.3. The Chairperson and Management Board members are elected by the General Assembly from among the members of the Association. A member may not be elected to the Management Board unless they are present at the election meeting or represented by another member with notarized power of attorney and written consent to be elected.
20.4. The Chairperson of the Management Board may be re-elected for no more than two terms.
Art. 21. SUPERVISORY BOARD:
21.1. The Supervisory Board oversees compliance with the Statute, safeguards the Association’s property, monitors the activities of the Management Board, and reports to the General Assembly. It consists of three members elected by open vote of the General Assembly.
21.2. The Supervisory Board’s term matches that of the Management Board.
VII. COMMISSIONS OF THE ASSOCIATION
Art. 22. To support the Association’s operations, the Management Board may form auxiliary bodies: Credentials Commission, Permanent Commissions, Temporary Commissions, and Working Groups.
Art. 23. The Chairperson of the General Assembly is elected by the General Assembly upon proposal by the Management Board.
VIII. ANNUAL CLOSURE
Art. 24. Each year, by the end of February, the Management Board prepares a financial statement and an activity report and submits them to an independent auditor.
Art. 25. The activity report must include:
1. Key activities, resources spent on them, their connection to the Association’s goals and programs, and the results achieved.
2. Amount of gratuitously received property and income from other fundraising activities.
3. Type, size, value, and purpose of received and provided donations, along with donor information.
4. Financial result.
Art. 26. The annual activity report and financial statement must be submitted on paper or electronic media. They are public and published in the Association’s bulletin and website.
Art. 27. Registered auditors are appointed by the General Assembly. If the GA does not appoint one by year-end, the Management Board does.
Art. 28. The financial statement, activity report, and auditor’s report are approved by the Management Board and submitted to the Supervisory Board, which then presents them for discussion at the General Assembly.
IX. TERMINATION AND LIQUIDATION
Art. 29. The Association may be dissolved:
29.1. By decision of the General Assembly.
29.2. Upon declaration of bankruptcy.
29.3. By court decision in the cases defined by the Law on Non-Profit Legal Entities.
Art. 30. Upon dissolution, liquidation is performed unless the Association is transformed or in cases defined by law where liquidation is not required.
30.1. Liquidation is carried out by the Management Board or an appointed person.
30.2. Liquidation is done under the procedure of the Non-Profit Legal Entities Act (NPLEA), observing Art. 43 of the NPLEA.
30.3. The remaining assets after liquidation are handled in accordance with Art. 44 of the NPLEA.
X. FINAL PROVISIONS
Art. 31. The name of the Association, along with its registered office and address, must be stated in all correspondence documents.
Art. 32. The interpretation and application of this Statute shall comply with the general Bulgarian civil legislation and the NPLEA.
This Statute was unanimously adopted by all founding members of the Non-Profit Legal Entity “BULGARIAN ASSOCIATION OF OTORHINOLARYNGOLOGY” at the Founding Assembly held on 03.10.2009.
The Statute was amended and supplemented by a decision of the General Assembly on 25.03.2011 and includes all changes as of that date.
It was further amended on 05.10.2019, again on 01.09.2020, and lastly on 07.10.2023.
Chair of the General Assembly held on 07.10.2023
Signature: …………………………………………
Secretary of the Assembly held on 07.10.2023
Signature: …………………………………………
Chairperson of the Management Board and of the Association
Signature: …………………………………………