Chapter One

GENERAL PROVISIONS

Article 1

This Chapter shall settle the establishment, organization and activities of the NATIONAL ASSOCIATION LEGAL INITIATIVE FOR LOCAL GOVERNMENT in compliance with the principles of the Constitution of the Republic of Bulgaria, Legal Persons on non-profit-making basis Act and in observance of the provisions of the effective laws.

Article 2

/1/ “The National Association Legal Initiative for Local Government” called below “Association” for the sake of conciseness will be an organization working for social profit. It will be a non-profit organization of jurists, sharing the idea for effective Local government and dialogue with the Central governing bodies.

/2/ The Association shall be a legal person with a head office in Sofia.

/3/ The Association activity is not time limitted.

Chapter Two

GOALS, OBJECTIVES AND ACTIVITY

Article 3

/1/ The Association shall be set up to implement effective local government in the Republic of Bulgaria through improvement of the legislative environment in the area of local government and dialogue with the Central governing bodies, enhancement of the role of local government in the process of Bulgaria’s integration with the European Union developing and establishing civil society, protection of the human rights, moral values, public health, education and environment.

/2/ To achieve its goals the Association shall:

1. develop proposals for amendment and improvement of the legal framework in the field of local government ;
2. work for harmonizing of the Bulgarian legislation in the field of local government with the legislation of the European Union;
3. support the administration of the European legislation in the Republic of Bulgaria;
4. contact and support the establishment of similar organizations on the Balkans and in Europe;
5. be a member of international legal organizations and associations which work is connected with the local government;
6. supply with qualified legal assistance NAMRB, FRLG, regional municipal associations, regional economic development centers and other legal persons;
7. develop the municipal administration knowledge and skills for adequate and competent interpretation, administering, and overcoming the conflicts in the laws in force and solving the practical problems in the processes of integrating Bulgaria in the world practices;
8. lobby for the interests of the Local government in the Republic of Bulgaria at regional and national level, for creating new image of the local authorities and developing parity in the relations with the central governing bodies;
9. elaborate legal devices for ascertaining transparency and guaranteeing the civil control in the public administration actions;
10. actively render help for establishing the mediation as a extrajudicial method for dispute termination;
11. aid for social integration and personal realization;
12. support and make popular the environmental protection, governing and planning.

Article 4

/1/ The Association shall perform supplementary economic activity, connected with the main activity, specified by its goals and precisely:
Legal advices, extrajudicial and judicial dispute termination, elaborating reference books for the public administration, distribution and commentary on jurisprudence on municipal problems, assisting the municipal councils in developing normative acts, interactive training, arranging discussion forums.
/2/ The economic activity incomes of the Associations shall be used for achieving the set in that charter major goals.
/3/ The Association will not split the profit.

Chapter Three

MEMBERSHIP

Article 5

/1/ Eligible to be a member of the Association shall be any lawyer who:
1. shall accept the charter, the goals and objectives the Association;
2. shall pay regularly membership duty.
/2/ Eligible to be an associated member of the Association shall be any person who shall share the idea for effective Local government, dialogue with the Central governing bodies and developing civil society and shall pay associate member fee that shall amount to double membership duty for natural persons and four times bigger for legal persons.
/3/ The associated members shall be approved by the Management Board and shall have advisory power right in the work of the supreme body – General Assembly.

Article 6

/1/ Membership in the Association shall become effective subject to the signing of the decision for its foundation and the Charter by the founders.

/2/ New members shall be admitted in the Association by decision of the Management Board, provided that they meet the requirements of Article 5.

Article 7

/1/ Membership in the Association shall be terminated:

1. with naked promise to the Management Board;
2. with suspension by the Management Board that might be appealed in front of the supreme body – the General Assembly;
3. in case of death or complete judicial prohibition, act of insolvency, elimination of legal persons – associated members;
4. dissolution of the Association;
5. with eliminating according to the conditions in paragraph 2.

/2/ Elimination in cases when an Association member :
1. does not pay regularly the membership duty for a year since having that obligation;
2. systematically do not take part in the work of the General Assembly and the in the bodies in which he/she has been elected. Systematically means – more than 3 times without justified reasons – illness, being abroad, serious official engagements. The failure shall be ascertained by the records of the relative Association body – General Assembly records, records from the Managing Board and the Audit committee.
/3/ The elimination shall not occur automatically but with the Management Board decision. The decision may be disputed in front of the supreme body of the Association – the General Assembly in a month since becoming aware of it but later than a year since the decision was taken.

Article 8

Each member of the Association shall have the right:

1. to participate in the work of the General Assembly;
2. to elect and be elected in the bodies of the Association;
3. to participate in the discussion and settlement of issues of common concern;
4. to benefit from the activities of the Association;
5. to participate in all initiatives of the Association in the country and abroad;
6. to be informed in due time about all acts and activities of the Association and its bodies;
7. to have free access to all documents related to the activities of the Association;
8. to quit the Association voluntarily under the terms of the Charter.

Article 9

/1/ Each member of the Association shall be obliged:

1. to abide by the Charter, the decisions of the General Assembly and the other bodies of the Association;
2. to pay regularly the annual membership duty, amounting to one minimum salary in the country at the time of payment. The Association’s annual membership duty shall be paid in two installments:

• 50% - up to 30 January

• 50% - up to 30 July

3. not to use in any way his/her membership in the Association for purposes that run counter to the Charter and not to damage its image and reputation with his/her activities.

Chapter Four

ASSOCIATION BODIES

Article 10

The Association shall have the following bodies:

1. General Assembly (GA)
2. Management Board (MB)
3. Audit Council (AC)

Article 11

/1/ The General Assembly shall include all members of the Association;

/2/ Each member shall have the right to one vote at the General Assembly.

Article 12

The General Assembly shall:

1. adopt, modify and amend the Charter of the Association;
2. approve other internal acts;
3. elect and release from duty the members of the Management Board;
4. elect and release from duty the members;
5. make decisions on the opening and closing of representative offices;
6. take decision for entering other organizations;
7. approve the decision on the transformation and termination of the activity of the Association;
8. adopt Program and Regulations for the activities of the Association;
9. establish the budget of the Association;
10. take decisions about the size of the membership duty or the property fees;
11. approve annual reports on the activities of the Management Board;
12. cancel decisions of other Association bodies, that contradict the law, the charter or other internal acts that regulate the Association activity;
13. elect the members of the Audit committee;
14. take decisions on the gratuitous expending the Association property with majority 2/3 of all its members according to the conditions in article 41, paragraph 3 from the Legal persons on non-profit-making basis Law.
/2/ The rights according to paragraph 1, items 2, 4, 5 and 6 the General Assembly assigns to the Association.

Article 13

/1/ The General Assembly shall be called for a session in the place where the head office of the Association by:
1. the Management Board;
2. by initiative of 1/3 of the members;

/2/ The General Assembly shall be called with an invitation according to article 26, paragraph 2and 3 from Legal persons on non-profit-making basis Law.

Article 14

/1/ The sessions of the General Assembly shall be considered legitimate if attended by at least half of all members.

/2/ In the absence of a quorum, as stipulated in Article 1, the session shall be postponed with one hour, and then conducted with the same Agenda, at the same place with as much members as being present.

/3/ The Genera Assembly shall make decisions by open ballot, unless it has decided otherwise, with a majority of more than half of the attending members.

/4/ The decisions of the General Assembly under Article 12, items 1, and 7 shall be made by majority vote of at least 2/3rd of the attending members of the Association.

/5/ The decisions of the General Assembly under Article 12, item 14 shall be made by majority vote of more than 2/3rd of all members of the Association. The decision shall be motivated.
/6/ One person may represent no more than 5 Association members.

Article 15

/1/ The General Assembly’s sessions shall be open to the public, and chaired by the Chairman of the Management Board.
In the absence of the Chairman, the sessions shall be chaired by the Deputy Chairman of the Management Board.

/2/ Every session of the Management Board is recorded that shall be signed by the Chairman and the person that made the record.

Article 16

The Management Board shall be comprised of 9 members, elected by the General Assembly for a period of three years.

Article 17

The Management Board shall:

1. represent the and also to determine the authority of every one of its members;
2. ascertain the fulfillment of the General Assembly decisions;
3. manage the property of the Association according to the requirements of the Charter;
4. prepare and submits a proposal budget to the General Assembly;
5. prepare and submits annual report on the activities to the General Assembly;
6. determine the order and organizes the implementation of the Association activities and take the responsibility for them;
7. determine the address of the Association;
8. take decisions on all the items that according to the law or that charter are not in the authority of other bodies;
9. have the assigned by the General Assembly rights in accordance to article 12, paragraph 1, items 1, 2, 4, 5 and 6 from this charter;
10. chose from its members, deprive and control the Executive Director’s activity and determine his/her salary;
11. approve the proposed by the Executive Director the Association regional representatives;
12. approve the structure of the administrative staff of the Association;
13. with the Association termination, do liquidation or to authorize somebody to do that.

Article 18

/1/ The Management Board shall elect and release from duty the Chairman and the two Deputy Chairmen by open ballot and a majority of more than half of the total number of the members of the Management Board.

/2/ The Management Board shall sit at least once in three months. It shall be assembled by the Chairman and the Executive director as well as by 1/3 of the members in written request to the Chairman of the Management Board. The sessions shall be regular if ? of the Management Board members.

/3/ The decisions of the Management Board shall be made by open ballot and a majority of more than half of the total number of members of the Management Board. The decisions on article 17, items 3, 6 and 13 shall be taken with majority of all the members of the Management Board.

/4/ A management Board member shall be assumed as attending if there is: two –ways telephone or other line guaranteeing his/her identity and allowing him/her to take part in the discussion and decision taking. The way this member shall vote will be ascertained in the record by the Chairman of the session.

/5/ The Management Board may take decision without a session if the record of the taken decision shall be signed by all the members of the Managing Board with no notes and objections.

/6/With invitation by the Managing Board the members of the Audit committee and the regional representatives shall attend the Management Board session with the right of advisory power.

Article 19

The Chairman of the Management Board shall:

1. represent the Association to the government bodies, the natural and legal persons and other organizations in the country and abroad;
2. chair the sessions of the Management Board;
3. sign the minutes of the sessions of the Management Board;
4. respond for the coordination and interaction of the bodies of the Association;
5. conduct other activities by assignment of the Management Board;
6. The Chairman may delegate authorities to his/her deputies.

Article 20

/1/ The Audit Council shall consist of three members and shall be elected by the General Assembly for a period of three years.

/2/ The Audit Council shall:

1. submit proposals to the General Assembly to terminate the membership of members of the Association under the provisions of Article 7;
2. assist the Executive Director with the preparation of the technical and the financial reports for the donors;
3. control the fulfillment of the financial chart of accounts of the Association and supervise the financial discipline;
4. request financial audits by authorized bodies, should such a need occur;
5. submit an opinion on the annual report of activities of the Management Board;
6. report on his activities to the General Assembly on annual basis in writing.

/3/ The Chairman of the Audit Council shall be elected and released from duty by open ballot and a majority vote of more than half of the total number of its members.

/4/ The provisions of Article 18, para 2 and 3 shall be applicable also in respect to the work of the Audit Council.

Article 21

/1/ The Executive Director shall:

1. be a member of the Management Board of the Association;
2. organize the fulfillment of the decisions of the General Assembly and the Management Board;
3. represent the Association, together and separately from the Chairman in front of the state bodies legal and natural persons and other organizations in the country and abroad;
4. manage and coordinate the activities of the subsidiaries and fix their salaries;
5. propose regional representatives to the Management Board for their approval;
6. develop the annual chart of accounts of the Association and submit it to the Management Board for consideration and approval by the General Assembly;
7. manage and control the property of the Association under the provisions of normative requirements in force and the Charter of the Association;
8. secure organizational and technical functioning of the Association;
9. develop the annual chart of accounts of the Association and submit it to the Management Board for consideration and approval by the General Assembly;
10. keep track of the records in the provisions of article 40 from the Legal persons on non-profit-making basis law;
11. prepare and present information for the annual Association activity to the Central register till the 31 May every year.

/2/ The Executive Director shall report for his/her activities to the Management Board in writing.

Section Five

PROPERTY OF THE ASSOCIATION

Article 22

/1/ The property of the Association shall include ownership rights and other material rights on real estate and movable items, cash, government securities, intellectual property, as well as all other rights, stipulated by the legislation as property items of a non-profit legal person.

/2/The Association funds shall be kept in bank accounts.

Article 23

The up-keep of the Association shall be secured through:

1. annual membership duties;
2. voluntary contributions and donations;
3. other sources.

Article 23a

Expending the possessions shall be done in compliance with article 41 from the Legal persons on non-profit-making basis law.

Article 23b

The transformation, liquidation and adjusting of the property matters after the liquidation shall be done in accordance of articles 42, 43 and 44 from the Legal persons on non-profit-making basis law.

Chapter Six

TERMINATION AND LIQUIDATION

Article 24
/1/ The activities of the Association are terminated:
- After a decision of the General Assembly
- After a decision of the District Court if:
o The organization is not legally established
o If the organization’s activities are in breach of the law, the Charter, of the state and public order, and if
o The organization becomes insolvent.
/2/ The court decision in the provisions of paragraph 1, item 2 shall be rendered on Prosecutor’s or anyone else’s claim.
/3/ The court may fix a suitable period of time removing the reason for termination and its consequences.
/4/ in the cases with paragraph 2 the termination shall be recorded and the court shall appoint a liquidator .

Article 25

/1/ With the Association termination a liquidation shall be done
/2/ The liquidation shall be done by the Management Board or authorized by it person.
/3/ If the liquidator is not fixed in the provision of paragraph 2 as well as in cases with article 24 paragraph 1, item 1 he/she shall be fixed by the district court of the legal person on non-profit-making basis head-office.
/4/ Regarding the insolvency liquidation order and the liquidayor’s authorities shall be administered in provisions with the regulations of the Commerce act.

Chapter Seven

TRANSITORY AND FINAL PROVISIONS

& 1. For all issues, that have not been settled in this Charter, the Legal persons on non-profit-making basis Law shall be applied.

& 2. This Charter has been adopted by the Constituent Assembly of the Association, held on 9 July, 1999 in the town of Rousse.
The current charter is signed by all the founders, that is obvious from Attachment #1, inseparable part of it .

&3The changes in the Charter are adopted in Sofia on 28.06.2001.
Inseparable part of the changes is a list of the members that have signed it.