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S T A T U T E
OF THE ASSOCIATION OF BANKS IN BULGARIA

• 2008
• Part I
• GENERAL PROVISIONS
• STATUS
• Art.1. The ASSOCIATION of Banks in Bulgaria, herewith called the ASSOCIATION, is a non-profit organization of the banks in Republic of Bulgaria.
• Art.2. The ASSOCIATION is a legal person, with its seat at the city of Sofia, municipality "Triaditza", address 97, Knyaz Boris I Str.
• Art.3. The ASSOCIATION operates for private sake and in compliance with the Constitution of Republic of Bulgaria, domestic laws and with this Statute.
• TERM LIMITS
• Art.4. The existence and operation of the ASSOCIATION is not limited in time.
• BASIC PRINCIPLES
• Art.5. The ASSOCIATION is structured in accordance with the principles of democracy, free will, equality, and solidarity, in compliance with domestic and international norms in the field of banking.
• Art.6. For achieving its goals the ASSOCIATION may associate with other foreign and domestic organizations.
• Art.7. In its activities the ASSOCIATION establishes and keeps bilateral and multilateral contacts with various institutions, organizations and persons in Republic of Bulgaria and abroad for the achievement of its goals.
• INDEPENDENCE
• Art.8. (1) The ASSOCIATION is independent of political parties and organizations.
• (2) The ASSOCIATION takes its decisions absolutely independent of state institutions, rigorously complying with the imperative acting norms, provisions and laws.
• SUBJECT OF ACTIVITY, GOALS AND MEANS FOR THEIR ACHIEVEMENT
• Art.9. All legally acceptable actions which purpose is to aid members in accomplishing their banking activity and protect their rights and interests are subject of the ASSOCIATION’s activity.
• Art.10. In implementing the subject of its activity and achieving its goals the ASSOCIATION:
  1. Establishes links, co-operation and mutual aid among banks;
  2. Coordinates the interests of its members in the realization of their activity;
  3. Protects the rights and interests of its members before state institutions, public organizations and other legal and physical bodies;
  4. Works out motivated, well founded opinions on bills regarding banking;
  5. Enters motions before the respective institutions, empowered by the Law on normative acts, regarding the normative regulation of important issues in the field of banking;
  6. Takes measures to prevent unfair competition among its members;
  7. Builds up its own information system for compiling legal, economic and technical information;
  8. Assists staff in banks to upgrade their professional qualification by organizing professional meetings, symposia, conferences etc. in the country and abroad;
  9. Establishes contacts, and acts as representative before foreign and international organizations;
  10. Aids the implementation of new banking techniques and technologies;
  11. Creates, where necessary, specialized structures, units and work groups;
  12. Performs additional economic activity with the following subject: consultant and informational services, publishing, organisation and practical realisation of conferences, courses, workshops, seminars and other forms of training activity.
• Part II
• MEMBERSHIP
• Art.11. (1) A member of the ASSOCIATION can be any bank on the territory of Republic of Bulgaria, which is registered in compliance with Bulgarian law and meets the goals of the ASSOCIATION, and which agrees with the articles of this Statute.
• (2) On applying for membership the candidate shall pay an affiliation fee.
• Art.11a. (1) Authorized members of branches of foreign banks registered in Bulgaria can participate in the activities of the ASSOCIATION in the capacity of associated non-voting members of the General Assembly. They have the rights following art.17 para(5) and (7), and responsibilities following art.18 of this Statute.
• (2) Participation, following art.1, is allowed, on request by the respective branch and approved by the headquarters of the bank, in accordance with the membership procedure.
• (3) Termination of membership in accordance with art.1 follows regulations for membership termination.
• Art.12. All founding commercial banks are by right members of the ASSOCIATION.
• Art.13.(1) The procedure for membership in the ASSOCIATION is opened on receiving a written application addressed to the Executive Board and accompanied by:
  1. Act of Court for registration and all ensuing Acts of Court regarding changes in registration;
  2. Resolution of the respective body of the bank applying for membership in the ASSOCIATION;
  3. Bank document for paid affiliation fee;
• (2) The application shall contain the applicant’s agreement to comply with the Statute, principles, and goals of the ASSOCIATION.
• (3) The Executive Board takes a decision on the application with simple majority within a month of its handing in.
• (4) In a period of seven days after the decision is taken, the Board of Directors informs in writing the candidate bank about its membership in the ASSOCIATION, specifying also the due amount of the membership fee. The membership fee has to be paid in a month after the notification or after the decision of the General Assembly about the specification of the annual membership fee is made. The amount of the first membership fee for the remaining period till the end of the year is a corresponding part of the annual fee as of the month the decision on the application for membership in the ASSOCIATION is made.
• (5) The written denial or non-consideration of application in due time can be appealed in front of the General Assembly within a month. The time for appeal starts with denial or in case of absence of reply to the application - after expiry of the month's term, following the article above.
• (6) The General Assembly takes a decision on the first session following the application. The General Assembly’s decision is final and is not subject to appeal or legal control.
• Art.14. (1) Membership in the ASSOCIATION is terminated on:
  1. The free will of the applicant;
  2. Expulsion;
  3. Liquidation of the bank.
• Art.15. Willful termination of membership requires written request addressed to the Executive Board of the ASSOCIATION three month before termination. It is considered and termination is granted in case the member has fulfilled its membership obligations.
• Art.16. (1) A member of the ASSOCIATION can be expelled in cases when:
  1. Has not paid membership fee in terms specified by the General Assembly, which has sanctioned the budget for the running year, or in three months time after the General Assembly has fixed the amount of membership fee;
  2. Systematic violations of this Statute and the decisions of the General Assembly;
  3. Its activity is incompatible with the goals of the ASSOCIATION and its Statute;
  4. Acts against the interest of the ASSOCIATION.
• (2) Moves for expulsion, accompanied by motives, can be entered by any member of the ASSOCIATION.
• (3) The decision for expulsion shall be motivated and taken by the Executive Board with secret vote and qualified majority.
• (4) The decision for expulsion is subject to appeal following art.13 para (5) of this Statute.
• (5) The expelled member loses its rights to the fees already paid and has not right to acquire any share of the ASSOCIATION’s property at its liquidation.
• (6) The motives for expulsion of a member of the ASSOCIATION are determined in a General Assembly’s decision, minutes of an Executive Board’s meeting and accounting documents.
• Art.17. The members of the ASSOCIATION have the following rights:
  1. To elect the governing bodies of the ASSOCIATION;
  2. To take part in the governing bodies of the ASSOCIATION through their representatives, elected in the General Assembly;
  3. To take part in the General Assembly through their legal representatives;
  4. To execute control on the functioning of the executive bodies on the principles of strict accountability;
  5. To put to discussion and ask for protection and co-operation on principal problems concerning their activities;
  6. To enter proposals for amendments or additions to this Statute;
  7. To have access to the information system of the ASSOCIATION;
  8. To leave the ASSOCIATION on free will, following the requirement of this Statute.
  9. To receive on demand copies of the minutes of the Executive Board’s meetings;
• Art.18. The members of the ASSOCIATION shall:
  1. Obey this Statute and follow the decisions and recommendations of the General Assembly, the Executive Board and other bodies of the ASSOCIATION;
  2. Pay affiliation fee;
  3. Pay equal membership fee in terms specified by the General Assembly, which has sanctioned the budget for the running year, and in case of change in the amount of the fee by the General Assembly, pay the difference due within three months. Corresponding members shall pay 50% of the membership fee;
  4. Not use their membership in the ASSOCIATION in any way to achieve goals contradicting this Statute;
  5. Keep the good name of the ASSOCIATION;
  6. Immediately notify the ASSOCIATION in case of changes in registration.
• Part III
• BODIES OF THE ASSOCIATION
• Art.19. The bodies of the ASSOCIATION are:
  1. General Assembly of the members;
  2. Executive Board.
• GENERAL ASSEMBLY
• Art.20. (1) The General Assembly is a supreme body of the ASSOCIATION and includes all of its members.
• (2) The General Assembly consists of one representative of each member bank of the ASSOCIATION, who is among its legal representatives.
• (3) The General Assembly for the approval of the activity report, the financial statement for the previous year, as well as and the budget for the current year is to be held once a year by the end of April.
• Art.21. (1) The General Assembly is convened by the Executive Board on its initiative or on a request of one third of the ASSOCIATION’s members. If in the last mentioned case the Executive Board fails to send written invitations in one month time to convene the General Assembly, conforming to the procedure stipulated in this Statute, the General Assembly is convened by the respective court corresponding to the ASSOCIATION’s seat on a written request of its interested members or their legal proxy.
• (2) The General Assembly takes place in the location where the ASSOCIATION is seated. It is convened through written invitations containing the place, the date, the exact time and the agenda of the meeting, and indicating on whose initiative it is convened. Invitations are sent to the members via return receipt letter at least one month prior to the chosen date.
• Art.22. (1) The meeting is legitimate if attended by representatives of more than half of its members.
• (2) If in the specified time there is no quorum, a new meeting shall be scheduled within an hour, with the same agenda and shall be legitimate regardless of the number of members present.
• (3) Every member of the ASSOCIATION has one vote in the General Assembly. A member of the GENERAL ASSEMBLY has not the right to vote when deciding issues related to him or the legal bodies whose manager /governing body/ he is or where he can impose or impede taking of decisions.
• (4) A person can represent by means of written procuration no more than one member of the ASSOCIATION at the General Assembly.
• Art.23. (1) The General Assembly adopts resolutions with open vote by a simple majority of all members present. Its members can decide on secret vote for a particular issue.
• (2) Decisions on amendments or supplement in this Statute are taken with a qualified majority of 3/4 of all members present and specifically for transformation of the ASSOCIATION or termination of its functioning are taken with a qualified majority of 2/3 of all its members.
• (3) Matters not present on the agenda shall be considered only if all members of the General Assembly are duly represented and no one objects their consideration.
• (4) Decisions are entered into a minutes, and the minutes are signed by the chairman of the meeting and the person taking the minutes.
• Art.24. The General Assembly:
  1. Amends and supplements the Statute of the ASSOCIATION;
  2. Decides upon liquidation and transformation of the ASSOCIATION;
  3. Elects for a term of three years and relieves of their duties the members of the Executive Board and approves their salaries;
  4. Decides upon main activities of the ASSOCIATION and approves organizational structure of the ASSOCIATION;
  5. Decides upon annual membership fee and terms of payment as well as the mount of affiliation fee;
  6. Approves the financial statement and budget of the ASSOCIATION;
  7. Approves the activity report of the ASSOCIATION;
  8. Considers and decides upon appeals against decisions of the Executive Board;
  9. Decides upon membership of the ASSOCIATION in other organizations and associations;
  10. Decides upon the formation of special-purpose funds for financing the activities of the ASSOCIATION, their sources and forms of implementation;
  11. Decides upon the creation of specialized structures and units of the ASSOCIATION;
  12. /deleted/
  13. Decides upon other issues, concerning the functioning of the ASSOCIATION, except those attributed to the Executive Board by special decision or by this Statute;
  14. Adopts other internal acts of the ASSOCIATION;
  15. Cancels decisions of other ASSOCIATION’s bodies which contradict the Law, this Statute or other internal acts, stipulating the activity of the ASSOCIATION.
• EXECUTIVE BOARD
• Art.25. (1) The Executive Board is an operative body of the ASSOCIATION.
• (2) The Executive Board consists of seven members, appointed by the General Assembly for a three years term starting on the date of appointment. No one can be appointed for more than two successive terms.
• (3) Members of the Executive Board can be persons, acting as representatives of banks, members of the ASSOCIATION.
• (4) If a member of the Executive Board, during the term of appointment, changes his/her status on the para above, the Executive Board reduces the number of its members till the appointment of a new member.
• (5) The Executive Board shall contain not more than one representative of a bank.
• (6)The Executive Board elects among its members a Chairman and a Deputy Chairman.
• Art.26. The Executive Board:
• (1) Decides upon issues concerning the ASSOCIATION not of the competence of the General Assembly.
• (2) Organizes and controls the functioning of the ASSOCIATION.
• (3) Creates, on occasion, specialized units and work groups.
• (4) Elects and appoints the Secretary General of the ASSOCIATION.
• (5) /deleted/
• (6) /deleted/
• (7) Represents the ASSOCIATION and decides upon the volume of the representative power of some of its members.
• (8) Guarantees the implementation of the General Assembly’s decisions.
• (9) Manages the ASSOCIATION’s property complying with the requirements of this Statute.
• (10) Works out and presents to the General Assembly a report on the ASSOCIATION’s activity and a budget draft.
• (11) Determines the ASSOCIATION’s address.
• (12) Fulfils the obligations stipulated in this Statute.
• Art.27. (1) The Executive Board has its meetings at least once a month.
• (2) The Chairman or Deputy Chairman of the Executive Board calls a meeting of the Board through written invitation, containing the time, the place and the agenda. The Chairman or Deputy Chairman of the Executive Board may authorize the Secretary General to call a meeting of the Board in lines with the current provision.
• (3) The Chairman is obliged to call a meeting of the Executive Board on a written request of one third of its members. Should the Chairman fails to call a meeting of the Executive Board in one week term, the meeting can be appointed by any of the interested members of the Executive Board.
• (4) In case of emergency and if there are no objections, the meeting of the Executive Board can be appointed by telephone, fax or by other means of communication.
• Art.28. (1) The meeting of the Executive Board is legitimate if at least half of its members are present in person or represented by proxy by another member of the Executive Board. Members of the Executive Board can stand proxy for not more than one member absent.
• (2) For the meetings of the Executive Board minutes are kept and signed by the members present and by the person taking the minutes.
• (3) The Executive Board can take decisions in absentia if the minutes are signed by all its members.
• Art.29. (1) Each member of the Executive Board has the right to one vote.
• (2) Decisions of the Executive Board are taken by open vote, except in cases when a decision for secret vote has been taken.
• (3) Decisions of the Executive Board are taken by simple majority from all present representatives of its members, while decisions concerning the procedure of the ASSOCIATION’s liquidation, the management of the ASSOCIATION’s property and the system of organizing the ASSOCIATION’s activity are taken by full majority of all its members.
• Art.30. (1) The General Assembly elects a new Executive Board or a new member of the Executive Board:
  1. After expiration of the appointment term;
  2. On resignation;
  3. Under the hypothesis of art. 25 para (4) of this Statute, the Executive Board has less than a half of the required members.
• (2) If the Executive Board is reduced to less than 2/3 of its members, appointment of new members is due within two months of this events.
• (3) Until legal registration of the new Executive Board, the old one is in function.
• CHAIRMAN AND DEPUTY CHAIRMAN OF THE EXECUTIVE BOARD
• Art.31. (1) The Chairman of the Executive Board:
  1. Controls the functioning of the Executive Board;
  2. Represents the ASSOCIATION;
  3. Appoints meetings of the Executive Board and chairs them;
  4. Delegates to the Secretary General the right to represent the ASSOCIATION before Court and other legal persons and organizations;
  5. By decision the Executive Board concludes agreements with other organizations and persons.
• (2) The Deputy Chairman aids the Chairman in performing his functions and executes these functions in his absence.
• Art.32. When both the Chairman and the Deputy Chairman are incapable of performing their duties or out of the country, they can delegate their rights to another member of the Executive Board to temporarily perform their functions.
• ASSISTANT STRUCTURES AT THE EXECUTIVE BOARD OF THE ASSOCIATION
• Art.33. (1) The following consultative Committees and a Commission, including experts from commercial banks-members of the ASSOCIATION can be established at the ASSOCIATION:
  1. Economic Policy Committee;
  2. Legal Committee;
  3. Information Technologies Committee;
  4. Capital Markets Committee;
  5. Security Committee;
  6. Payment Systems Committee;
  7. National Commission on Banking Technique and Practice.
• (2) The Statute and the functions of the Committees and the Commission are defined by the Executive Board of the ASSOCIATION.
• (3) The Committees and the Commission discuss special issues of common interest for the members of the ASSOCIATION. On issues of their competence they work out joint drafts for statements and/or for decisions of the Executive Board.
• (4) For solving of certain problems ad-hoc committees or work groups can be established on a decision of the Executive Board.
• In Part III, Chapter CONTROL BOARD, articles from 34 to 37, including are deleted.
• SECRETARY GENERAL
• Art.38. (1) The Secretary General performs operative control of the ASSOCIATION.
• (2) The Secretary General is elected and dismissed by the Executive Board.
• (3) The Secretary General is a full-time employee of the ASSOCIATION.
• Art.39. (1) The Secretary General shall be a person with:
  1. 1. University degree in Economics or Law;
  2. Not convicted of felony or malfeasance.
• Art.40. The Secretary General aids the Executive Board in its functions and is competent to:
  1. Control the ASSOCIATION between sessions of the Executive Board within his competence;
  2. Represent the ASSOCIATION in employment relations with full-time employees;
  3. Conclude civil contracts on behalf of the ASSOCIATION in compliance with the goals of the ASSOCIATION;
  4. Control the making up and keeping of documents of the ASSOCIATION, for which he reports periodically before the Executive Board;
  5. Organize secret voting.
• Part IV
• FINANCING
• Art.41. (1) The financial resources of the ASSOCIATION originate from:
  1. Affiliation fees and annual membership fees;
  2. Other legitimate sources.
• (2) The money deposits of the ASSOCIATION are kept in a commercial bank chosen by the Executive Board.
• (3) Expenditures of the ASSOCIATION are in compliance with its annual budget by decision of the Executive Board.
• Art.42. (1) Each member of the ASSOCIATION is obliged to make the following contributions to assets of the ASSOCIATION:
  1. Affiliation fee;
  2. Annual membership fee in amount specified each year by the General Assembly, which has sanctioned the budget for the running year.
• (2) The annual membership fee is due in terms specified by the General Assembly that has approved the budget for the current year.
• Part V
• TERMINATION OF THE ASSOCIATION
• Art.43. The ASSOCIATION discontinues its functioning:
  1. By decision of the General Assembly;
  2. By decision of Court in cases envisaged by law.
• Art. 44. At liquidation of the ASSOCIATION, its property, remaining after satisfying of its creditors, is distributed among its members on equal basis. In this case associated members acquire half of the share due to full members.
• TRANSITIONAL AND CONCLUDING PROVISIONS
• 1. The ASSOCIATION has circular seal with inscription "Association of Banks in Bulgaria " and an emblem.
  2. All cases not envisaged in this Statute are decided by the bodies of the ASSOCIATION in compliance with their competence and in accordance with the Law on the Non-Profit Legal Bodies and the current legislation in Republic of Bulgaria.

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