CONSTITUTION OF THE NON-PROFIT ORGANIZATION FOR PUBLIC BENEFIT “THE BLUE ABYSS” PLOVDIV
I. GENERAL PROVISIONS AND ACTIVITIES
Art. 1. (1) The non-profit organization for public benefit – “THE BLUE ABYSS” is a legal entity established in accordance with the provisions of the Non-Profit Legal Entities Act (NPLEA), this Constitution, and the decision of the Constituent Assembly. (2) The organization is separate from its members and is liable for its obligations with its own assets. (3) Members are responsible for paying their due membership fees. (4) The non-profit organization “THE BLUE ABYSS” defines itself as an organization that will carry out public benefit activities in the field of physical culture and environmental protection.
II. NAME
Art. 2. (1) The name of the organization is the non-profit organization for public benefit “THE BLUE ABYSS”, which can also be written in Latin script. (2) Every written statement on behalf of the organization must contain its name, registered office, address, registration details, including its BULSTAT number.
III. REGISTERED OFFICE AND MANAGEMENT ADDRESS
Art. 3. The registered office of the organization is in the city of Plovdiv, and its management address is in Plovdiv, 25 Polkovnik Bonev Street.
IV. GOALS AND MEANS
Art. 4. (1) The goals of the organization are: to develop and popularize diving and caving. To carry out training activities in the field of diving and caving; to organize sports competitions and tournaments in the country and abroad; to organize schools for diving and caving for young people; to build and maintain sports facilities and equipment; to encourage students to engage in diving and caving; to organize and encourage citizens to improve their physical fitness and culture; to organize and lead the training process and competitive activities of all its members, as well as to attract and encourage the younger generation to practice diving and caving. To organize environmental protection events. (2) To establish contacts and agreements for cooperation and joint activities with related national and foreign clubs, organizations, associations, and commercial companies to achieve common goals, and to establish contacts and exchange experience in the field of diving and caving.
Art. 5. The means by which the organization will achieve its goals are:
membership fees;
income from providing sports services to citizens;
income from various projects to fund the organization’s activities and sports competitions;
donations and sponsorships;
funds provided by the state;
funds provided by international organizations;
other sources permitted by current legislation.
V. SUBJECT OF ADDITIONAL ECONOMIC ACTIVITY
Art. 6. The organization carries out the following main activities:
Popularizing diving and caving;
Organizing and managing the training of all members of the organization;
Organizing children’s and youth schools for diving and caving;
Organizing and implementing the internal sports calendar, as well as participation in the national sports calendar;
Organizing seminars and other events for environmental protection;
Building and managing sports facilities and equipment for carrying out the training process for diving and caving;
Sports and rehabilitation services and procedures.
VI. TERM
Art. 7. The organization is not limited by a term or other conditional termination.
VII. MEMBERSHIP
Art. 8. Members of the organization can be legally capable natural or legal persons who wish to benefit from the organization’s activities and accept the provisions of this Constitution.
Art. 9. Membership in the organization is voluntary. Each applicant submits a request to the Managing Board, in which they declare that they are familiar with and accept the provisions of this Constitution. Applicants that are legal persons must submit copies of their registration documents and the decision of their governing bodies to become members of the organization along with their request.
Art. 10. (1) A new member is accepted based on a written request to the Managing Board, signed by the person seeking membership. The request must contain the full name, Unified Civil Number (EGN), and exact address, or Unique Identification Code (EIK). (2) If the Managing Board decides that the membership request meets all the requirements, it will approve it. (3) The decisions of the Managing Board in the previous paragraph can be appealed to the General Assembly. (4) The founders of the organization are considered members upon signing the founding protocol.
VIII. RIGHTS AND OBLIGATIONS OF MEMBERS
Art. 11. The members of the organization have the following rights:
To participate in the management of the organization;
To be informed about its activities;
To benefit from the results of the organization’s activities, in accordance with the provisions of this Constitution;
To voluntarily leave the organization.
Art. 12. The members of the organization are obliged to:
Comply with the provisions of this Constitution and carry out the decisions of the organization’s governing bodies;
Participate in the organization’s activities and work towards achieving its goals;
Uphold the organization’s reputation, help increase its assets, and pay the membership fees stipulated in this Constitution on time.
Art. 13. Membership rights and obligations, with the exception of property rights, are non-transferable and do not pass to other persons upon death or termination of membership.
IX. TERMINATION OF MEMBERSHIP
Art. 14. Membership in the organization is terminated:
By a unilateral written declaration addressed to the Managing Board of the organization;
By death or being placed under full legal guardianship, or termination of the legal entity that is a member of the organization;
By exclusion;
By termination of the organization.
Art. 15. A member of the organization may be excluded by a decision of the General Assembly upon a proposal by the Managing Board, when they:
Violate the obligations provided for in Art. 12;
Perform other actions that make their continued membership in the organization incompatible.
Art. 16. Upon termination of membership, the organization does not owe a refund of membership fees.
X. ORGANS OF THE ORGANIZATION
Art. 17. The governing bodies of the organization are:
GENERAL ASSEMBLY
MANAGING BOARD
PRESIDENT
XI. GENERAL ASSEMBLY
Art. 18. (1) The General Assembly is the supreme body of the organization and consists of all its members. (2) Legal persons participate in the assembly through the persons who represent them. (3) The members of the organization may explicitly authorize a natural person in writing to represent them at a single meeting of the General Assembly. Proxies have the right to represent no more than three members simultaneously and to re-authorize third parties with their rights.
Art. 19. The General Assembly: (1) Amends and supplements the constitution; (2) Adopts other internal acts; (3) Elects and removes members of the managing board; (4) Admits and excludes members; (5) Decides on the opening and closing of branches; (6) Decides on participation in other organizations; (7) Decides on the transformation or termination of the organization; (8) Adopts the main guidelines and program for the organization’s activities; (9) Adopts the budget of the organization; (10) Decides annually on the membership fees or property contributions due and their amount; (11) Adopts the report on the activity of the managing board; (12) Revokes decisions of the other bodies of the organization that contradict the law, the constitution, or other internal acts governing the organization’s activities; (13) Decides on all matters within its competence by law or this Constitution.
Art. 20. (1) The General Assembly is convened for a meeting by the Managing Board on its own initiative or at the request of one-third of the organization’s members. If in the latter case the Managing Board does not send a written invitation to convene the General Assembly within one month, it is convened by the court at the organization’s registered office upon a written request from the interested members or persons authorized by them. (2) A regular Reporting and Election Assembly is held at least once a year. (3) The invitation must be in writing and contain the agenda, the date, time, and place of the General Assembly, as well as instructions on whose initiative it is being convened. It is sent to each of the organization’s members at the address with which they are registered in the membership book at least 14 days before the date of the General Assembly.
Art. 21. The General Assembly is duly convened if more than half of all its members are present. In the absence of a quorum, the meeting is postponed by one hour to the same place and with the same agenda and can be held regardless of the number of attendees.
Art. 22. (1) Everyone in the General Assembly has the right to one vote. (2) Decisions are taken by a majority of those present, with the exception of the matters under Art. 19, items 7, 8, and 9, which are adopted by a majority of all members of the organization. (3) Voting is open, except in cases where a decision has been made on a specific agenda item to vote secretly. (4) Decisions cannot be made on matters that are not pre-listed on the agenda and duly announced. This does not apply to the removal of members from the Managing Board and the election of new members in their place. (5) A protocol is kept for the meetings of the General Assembly, which is signed by the chairperson of the General Assembly and the person who kept the protocol.
XII. MANAGING BOARD AND PRESIDENT
Art. 23. (1) The Managing Board consists of three members, elected by the General Assembly for a term of up to four years. (2) The members of the Managing Board can be re-elected without limitation. (3) The Managing Board consists of a President and members. The President of the Managing Board is also the president of the organization.
Art. 24. The Managing Board: (1) Represents the organization, as well as determines the scope of the representative power of its individual members; (2) Ensures the implementation of the decisions of the general assembly; (3) Disposes of the organization’s assets in compliance with the requirements of the constitution; (4) Prepares and submits a draft budget to the general assembly; (5) Prepares and submits a report on the organization’s activities to the general assembly; (6) Determines the procedure and organizes the performance of the organization’s activities, including those for the public benefit, and is responsible for it; (7) Determines the address of the organization; (8) Decides on all matters which, by law or according to the constitution, do not fall within the rights of another body; (9) Fulfills the obligations provided for in the constitution.
Art. 25. (1) The Managing Board is convened by a written invitation from the President of the organization to all its members, at least one week before the meeting, which indicates the date, time, and place of the meeting and the agenda. (2) The meeting of the Managing Board is duly convened if more than 2/3 of its members are present. (3) The Managing Board makes its decisions by a majority of those present, and in case of a tie, the President’s vote is decisive, with the exception of the decisions under Art. 31, items 3 and 6 of the NPLEA, which are taken unanimously. (4) The Managing Board can also make a decision without a meeting being held, if the protocol for the decision is signed without remarks by all members of the Managing Board.
Art. 26. (1) Any member of the Managing Board can be released before the expiration of their term by a decision of the General Assembly if: 1.1 Specific legal obstacles arise to their participation in the Managing Board. 1.2 They systematically fail to fulfill their obligations arising from this Constitution. 1.3 They commit legal violations or other activities that could harm the good name of the organization. (2) Any member of the Managing Board can leave with a written statement to the Managing Board, and their release is made by the General Assembly.
Art. 27. The President of the organization carries out the operational work of the organization and represents it before all state bodies and third parties.
Art. 28. The President:
Represents the organization;
Makes decisions on all current matters that are not within the exclusive competence of the General Assembly;
Is responsible for the implementation of the decisions of the General Assembly;
Leads the meetings of the General Assembly and the Managing Board;
Exercises ongoing control over the lawful use of all financial and other material assets.
XIII. OBLIGATIONS TO KEEP BOOKS
Art. 29. The organization is obliged to keep books for the minutes of the meetings of its collective bodies. The person chairing the meeting and the person who prepared the minutes certify and are responsible for the truthfulness of their content.
Art. 30. (1) The Managing Board of the organization prepares a report on its activities once a year, which must contain data regarding:
The essential activities of the organization, the funds spent on them, their connection with the goals and programs of the organization, and the results achieved.
The amount of gratuitously received assets and income from other fundraising activities.
The financial result. (2) The annual report on the activity and the financial report of the organization are submitted for publication in the Central Register of non-profit legal entities carrying out public benefit activities.
XIV. ASSETS
Art. 31. The assets of the organization consist of:
Ownership rights over movable and immovable property, membership fees, donations, targeted funding, sponsorships, voluntary contributions, and other sources permitted by current legislation.
Membership fees in an amount determined by the General Assembly;
Voluntary contributions, subsidies, and donations;
Other sources permitted by current legislation.
Art. 32. (1) The organization may gratuitously spend assets and carry out activities aimed at achieving the goals defined under this law. (2) The selection of the persons and their support by the organization is carried out depending on the organization’s purpose and financial capabilities. The information about the procedure for the selection is publicly available and is entered in the central register.
Art. 33. (1) For the gratuitous expenditure of the organization’s assets, a motivated decision is required, taken by the General Assembly with a majority of 2/3 of all its members, when it is for the benefit of:
Persons who are part of its other bodies and their spouses, their direct relatives—without limitation, collateral relatives—up to the fourth degree, or in-laws—up to the second degree inclusive;
Persons who were part of its managing bodies up to 2 years before the date of the decision;
Legal persons who funded the organization up to 3 years before the date of the decision;
Legal persons in which the persons specified in items 1 and 2 are managers or can impose or prevent decision-making.
Art. 34. The organization cannot conclude transactions with the persons under Art. 33 (1), as well as with legal persons in which the specified persons are managers or can impose or prevent decision-making, unless the transactions are in the obvious interest of the organization or are concluded under general conditions publicly announced.
XV. TERMINATION
Art. 35. (1) The organization is terminated:
By a decision of the General Assembly;
By its declaration of insolvency;
By a decision of the District Court at the organization’s registered office in the cases specified by the NPLEA.
XVI. TRANSFORMATION
Art. 36. The organization cannot be transformed into one that carries out activities for private benefit.
XVII. LIQUIDATION
Art. 37. (1) Upon termination of the organization, liquidation is carried out by a decision of the General Assembly, except in cases of its transformation. (2) The liquidation is carried out by the Managing Board or the Managing Board authorizes a specific person to carry out the liquidation. (3) The liquidation is carried out in the manner determined by the Commercial Act.
Art. 38. (1) The assets remaining after the creditors have been satisfied are transferred by a court decision to an organization with the same or a similar non-profit purpose, if one is not specified in the Constitution or the founding act. (2) If the assets are not transferred according to paragraph 1, they are handed over to the municipality where the legal entity’s registered office is located. The municipality is obliged to provide the assets for carrying out public benefit activities as close as possible to the goals of the terminated non-profit legal entity.
XVIII. TRANSITIONAL AND FINAL PROVISIONS
Art. 39. Changes to this Constitution can be made in the manner provided for in it and in the Non-Profit Legal Entities Act.
Art. 40. Regarding the interpretation and application of the provisions of this Constitution, the provisions of the general Bulgarian civil legislation and the provisions of the Non-Profit Legal Entities Act shall apply.
This Constitution was adopted unanimously by all present at the General Assembly of the non-profit organization for public benefit “THE BLUE ABYSS”, held on February 17, 2011, in the city of Plovdiv.
FOUNDERS:
IVAILO IVANKOV ILIEV
DIMITAR ANGELOV ANGELOV
VESELINA ILIEVA TSVETKOVA
STANIMIR RUMENOV HRISTEV
ALBENA DIMITROVA SEMERDZHIEVA
PAVEL RAYCHEV SHISHMANOV
GEORGI KOLEV KOLEV
