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STATUTES of UNION FOR PRIVATE ECONOMIC ENTERPRISE

І. STATUS

Art. 1. (1) (amended by resolution of the GA dated 20.04.2019) Union for Private Economic Enterprise (UPEE) is a voluntary and independent Association of employers, operating in the territory of the Republic of Bulgaria, who are members by region or by sector. (2) The structure and staffing of UPEE meets the requirements for an employers’ organization representative at national level according to the requirements of the Bulgarian legislation. (3) An employer within the meaning of these Statutes is any natural person, legal person or his unit, as well as any other organizational and economically coherent entity (enterprise, office, organization, cooperative holding, establishment, household, company and other similar organizations), which alone employs workers or employees under an employment relationship in accordance with the acting legislation in the Republic of Bulgaria. (4) (amended by resolution of the GA dated 20.04.2019) Union for Private Economic Enterprise (UPEE) is a legal entity in accordance with Art. 49, subpar. 1 of the Labour Code. (5) (removing subpar. 5 and changing order – subpar. 6 becomes the new subpar. 5 by resolution of the GA dated 20.04.2019) Political parties and movements cannot be members of the Union.

ІІ. NAME

Art. 2. (1) (amended by resolution of the GA dated 20.04.2019) The Association shall carry on its activity under the name Association of employers UNION FOR PRIVATE ECONOMIC ENTERPRISE (UPEE), the name may be additionally written in a foreign language. (2) UPEE has a round seal bearing the inscription: UNION FOR PRIVATE ECONOMIC ENTERPRISE – Bulgaria (3) (amended by resolution of the GA dated 20.04.2019) The Association has an emblem and symbols, which are approved by the General Assembly. (4) Any written statement on behalf of UPEE must contain its name, seat, address, registration details, including a BULSTAT number.

ІІІ. SEAT AND MANAGEMENT ADDRESS

Art. 3 (amended by resolution of the GA dated 28.01.2012 amended by resolution of the GA dated 20.04.2019 ) The seat and the management address of UPEE are: 1407 Sofia, Sofia Municipality – Lozenets Area 30 ‘Zlaten rog’ Str., fl. 4, office 3.

ІV. OBJECTIVES

Art. 4. (amended by resolution of the GA dated 20.04.2019) The main objectives of the Association are: (a) to comprehensively assist in the development and operation of its members, based on the principles of mutual assistance and solidarity; (b) to represent and defend the interests of its members and to raise their authority over state, municipal, public and international bodies, economic and non-economic organizations and individuals; (c) to promote fair, transparent and effective market competition and the prevention of monopoly; (d) to contribute to the development and consolidation of modern industrial relations, supporting the development and prosperity of business, for the development of civil society, science, techniques and technology to establish and maintain social peace in companies; e) to contribute to the improvement of the system of social dialogue in the Republic of Bulgaria on the basis of the European values and norms of work and life; f) to support and promote the development of small and medium-sized enterprises to promote the market economy and civil society in Bulgaria. g) to assist in the protection of the environment, energy and resource efficiency in enterprises for uniform regional and social industrial development in the context of the principles of sustainable development.

V. MEANS TO ACHIEVE THE OBJECTIVESЕ

Art. 5. (1) (amended by resolution of the GA dated 20.04.2019The means by which the Association will achieve its objectives are: 1. Participation at all levels in the tripartite social dialogue between employers’ organizations, employees and the State, on the basis of European values and norms of management, working and living; 2. Advocacy and protection of the interests and solving the problems of principle of state authority members at all levels, to overcome the institutional and regulatory barriers to business, as well as the imposition of a monopoly of business organizations, and other similar means. 3. Assistance for the development of modern industrial relations, supporting the development and prosperity of entrepreneurs, establishing and maintaining social peace in companies, the regional and the national economy; 4. Participation in the work of advisory and coordinating bodies in state and municipal authorities to defend the interests of business and support the activities of the members of the Union, as well as in collective bargaining in sectors and branches; 5. Developing and submitting proposals, analyzes, expertise, strategies, etc. to state bodies and departments in the interest of improving the business environment and the development of individual sectors as well as for the development of the national economy; 6. Collection and support of information pools and provision of information to members regarding domestic and international legislation on economic, social, labor law, scientific and technical matters and other matters relevant to the subject matter and objectives of the Union, as well as other information permitted by law , necessary and useful for the activities of UPEE, its structures and members; 7. Publishing of information and support materials, periodicals and other specialized literature in the field of business; 8. Informing and consulting the members about market opportunities in the country and abroad, about trends in the technological development, requirements for the management of quality and efficiency of the business activity and other similar means; 9. Organization or assistance in organizing specific business meetings for the purpose of concluding transactions with the assistance of the Union, organizing and/ or assisting the organization of national or international delegations, symposia, conferences, exhibitions, fairs, establishing contacts with related Associations, unions and other similar means; 10. Consultations, training and assistance for certification under quality management systems, environment, personnel, etc., as well as in developing and applying for international and national projects; 11. Supporting the promotion of its members, promoting their activities in Bulgaria and abroad; 12. Establishment of contacts and assistance for equal relations with state and municipal, economic and non-profit organizations and individuals; 13. Supporting the effective international, economic and scientific-technical cooperation of its members; 14. Implementation of a voluntary arbitration, upon request, in disputes in relation with the activity, if one of the parties to the dispute is a member of the Union, as well as in the resolution of collective bargaining disputes; 15. Assisting members to carry out lifelong learning for improving their professional qualification and re-qualification, etc., formal and informal forms of training for entrepreneurs, managers and staff as a factor for increasing the competitiveness of human capital and the Bulgarian economy as well as for the introduction of healthy and safe working conditions and environmentally friendly working environment; 16. Preparation of periodical reports on the state of the economy and individual branches; 17. Assisting in respecting the honest employer’s ethics and morality and the rules of loyal and fair market behavior in line with modern European and world standards; 18. Requirement by competent state authorities of explanations and opinions on the application of normative acts, instructions, decisions and established practices on the application of the legal framework concerning business; 19. Expression and public disclosure of views of the Union on draft laws, guidelines, decisions and other acts regulating entrepreneurial activity and related economic and social activities as well as participation in their development; 20. Take action aimed at repealing regulations and decisions of state bodies that are in conflict with existing laws or that are aggravating business conditions; 21. Assistance to attract national and international investment, easing access to bank and non-bank funding, precautionary funds, insurance and other institutions, to know-how, innovation, information and records; 22. Consultancy, training and support for energy and resource efficiency in enterprises. 23. Assistance to conduct marketing, business and other types of research; 24. Membership in or maintaining contact with international and national organizations relevant to the objectives and tasks of the UPEE; 25. Coordinating the activities of regional, national and international institutions in implementing projects and initiatives for the development of small and medium enterprises and individual branches. (2) The Union may organize and conduct courses for vocational training, qualification and re-qualification, taking into account applicable normative documents. The Union introduces and maintains new systems, forms and methods of training and improving the qualifications of its members. Those of them who have passed any of the forms of vocational training are issued with a professional qualification document upon assessment (examination). (3) The Union may issue a certificate of quality of services, as well as other certificates, which serve the business relationship, in so far as they are not assigned to other agencies or organizations with relevant regulations. (4) The Union shall draw up and maintain personal lists of specialists – experts with special knowledge in various fields of business relations, that benefit its members, state and municipal authorities as well as contracting authorities under the Public Procurement Act.

VІ. SUBJECT OF ACTIVITY

Art. 6. UPEE has the following subject of activity: representation, protection, and support of the development and activity of employers through the entire spectrum of manufacturing, trade and other incentives, as well as international representation and cooperation in the field of business, that benefits its members; administration of funding programmes of enterprises that are members of the Union; the development of initiatives to optimize the laws and regulations concerning business; formation of new approaches to the relationship of the non-governmental sector with the local and central government and the civil society, including with organizations with similar business activity in the country and abroad; the exchange of programs and ideas; the collection and maintenance of information arrays for national and international programmes, projects and sources of funding, in order to provide its members; participation in national and international forums; formal and informal training, qualification and retraining of members and their staff, the business and industrial consultations, the issue of reference guides, newsletters, brochures, research results, reports, yearbooks and other publications and materials and other not prohibited activities in the implementation of the goals and objectives of the Union, in accordance with the Statute. Art. 7. (1) (amended by resolution of the GA dated 20.04.2019) UPEE may carry out additional business activities in connection with the main business. (2) The Union does not distribute profits. (3) The Union cannot receive donations from political parties.

VІІ. TERM

Art. 8. (amended by resolution of the GA dated 20.04.2019) The association is not limited by term or any other termination condition.

VІІІ. MEMBERSHIP

Art. 9. (1) Membership in UPEE is voluntary. (2) (amended by resolution of the GA dated 20.04.2019) Employers carrying out legal activity in the Republic of Bulgaria, who accept the Statute of the Association and wish to benefit from and contribute to its activity, may be members of the SSE. (3) (amended and supplemented by resolution of the GA dated 09.09.2017, amended by resolution of the GA dated 20.04.2019) Members of the Union may also be members of non-profit Associations or organizations for public or private benefit, branch organizations and other organizations of employers and Associations having membership, with the exception of political parties. (4) (new, adopted by resolution of the GA, dated 09.09.2017, amended by resolution of the GA dated 20.04.2019) Members of the legal entities that are collective members benefit from the activity of the Association and are represented by Union for Private Economic Enterprise in the tripartite dialogue. The Association is not responsible for its members’ obligations. Members of the legal entities that are collective members are not responsible for the obligations of the Association. (5) Membership of UPEE is an expression of voluntary agreement to respect all decisions of the Union’s bodies and structures. Art. 10. (1) The admission of new members shall be made by the Management Board of the Union on the basis of a written request in which the member declares that he is familiar with and accepts the provisions of these Statutes. (2) The applicant for membership shall also submit other documents in a form determined by the Board of Directors of UPEE. (3) Any intentional concealment or distortion of information under the preceding paragraph may be grounds for refusal of membership. (4) A new member shall be adopted by the Management Board with a decision taken by a simple majority. (5) (removing para.5 and para.6 becomes new para.5 and is amended by resolution of the GA dated 28.01.2012) The originals of the membership applications and the decisions of the relevant bodies for admission, in the cases under the transitional paragraph, shall be submitted to the MB. Art. 11. (amended by resolution of the GA dated 20.04.2019) The members of the UPEE have the following rights: 1. to participate in the work of the Association, as well as in all events organized by UPEE; 2. to elect members of the Management Board and members of the subsidiary bodies of the Association; 3. their employees to be elected in the bodies of the Association; 4. to address issues related to the Association’s activities; 5. to put forward for discussion and seek protection on basic issues related to their economic activity, industrial and social relations, labor law; 6. to be informed about the activity of the Association and to use the information and knowledge gathered during its activities; 7. to use the property of the Association only insofar as it is connected with the exercise of activities and functions in its bodies or those assigned by a decision of these bodies; 8. to benefit from the results of the Association’s activities, in accordance with the provisions of these Statutes. Art. 12. (amended by resolution of the GA dated 20.04.2019) UPEE members have the following obligations: 1. To observe the provisions of these Statutes and the decisions of the bodies of the Association; 2. To participate in the activities of the UPEE and to assist it in achieving its goals at all levels; 3. To build up the authority of UPEE, to help increase its property and not to perform acts and omissions that contradict its objectives and malign it; 4. To work and contribute to the implementation of collective solutions; 5. To pay in time the property contributions provided by these Statutes – a membership contribution. Art. 13. Membership rights and obligations, except for property rights, are non-transferable. Art. 14. (amended by resolution of the GA dated 20.04.2019) Membership in UPEE shall be terminated: 1. By unilateral written statement of intent addressed to the Management Board of the Association; 2. With the termination of the legal organizational form of the employer – member of the Association; 3. By expulsion; 4. By terminating the Association; 5. In case of a lapse. Art. 15. (1) The Management Board shall exclude a member of UPEE when: 1. The member systematically violates the obligations laid down in these Statutes or fails to comply with the decisions of the Union’s bodies; 2. If the member shows conduct that makes further membership incompatible; 3. In the case of financial abuse and misuse of UPEE’s property. (2) In minor cases of violation, the Management Board shall determine by a decision a time limit for the termination of the particular offense and for the removal of its consequences, and in case of non-compliance with the recommendations in the decision, it may decide for an exclusion. (3) The decision of the Management Board for exclusion shall be subject to appeal before the General Assembly within one month from the receipt of the written notice thereof. Art. 16. (amended by resolution of the GA dated 20.04.2019) The removal of a member shall be determined by a decision of the Management Board when: 1. A member of UPEE has not made his initial contribution for more than 3 months; 2. There has been a delay of more than 6 months in the payment of membership fees and non-participation in the work of the Union’s structures and bodies without valid reasons; 3. A member of UPEE has ceased to participate in the activity of the Association by not having been present (through a legal representative or an explicit power of attorney) at more than three consecutive meetings of the General Assembly. Art. 17. (amended by resolution of the GA dated 20.04.2019) Upon termination of the membership, UPEE shall not owe recovery of any property contributions – membership contribution. The member who has ceased to be a member of the Association is obliged to make the overdue property contributions (membership contributions) for the duration of the membership. Art. 18. UPEE members are acting and honorary. The title honorary member is given by the General Assembly upon proposal of the MB.

ІX. MANAGEMENT BODIES

Art. 19. (1) (amended by resolution of the GA dated 28.01.2012, (amended by resolution of the GA dated 20.04.2019) The General Assembly is the supreme body of the Association; the Management Board is the governing body of the Association. (2) The activities of the management bodies shall be assisted by the Advisory Board (AB) and the spending of the financial resources shall be controlled by the Control Commission (CC). (3) The business of the association is supported by the Honorary Council of the Presidents of the SSE. (4) (para.3 is deleted and para.4 becomes new para.3. by resolution of the GA dated 28.01.2012, para. 3 becomes the new para. 4 by resolution of the GA dated 20.04.2019) Other subsidiary bodies of the Union may be established by decision of the Management Board. Their activity is governed by regulations adopted by the MB.

Х. (amended by resolution of the GA dated 28.01.2012) GENERAL ASSEMBLY

Art. 20 (amended by resolution of the GA dated 28.01.2012, amended by resolution of the GA dated 20.04.2019) (1) The General Assembly shall consist of all members of the Association. (2) (amended by resolution of the GA dated 28.01.2012, amended by resolution of the GA dated 20.04.2019 ) Delegates of the General Assembly are: 1. (amended by resolution of the GA dated 20.04.2019) members of the General Assembly in accordance with para. 1; 2. (deleting para.2, i. 2, and para.2, i. 3 becomes new para.2, i. 2 and amended by resolution of the GA dated 28.01.2012) the members of the Management Board and the Control Commission; 3. (new by resolution of the GA dated 20.04.2019) members of the Advisory Board. 4. (para.2, i.4 becomes new para.2, i.3 by resolution of the GA dated 28.01.2012, the former i.3 becomes i.4 by resolution of the GA dated 20.04.2019) representatives of the UPEE in bodies of the bilateral and tripartite social dialogue, as well as persons appointed by the Management Board; 4. (para.2, i. 5 becomes new para.2, i. 4 by resolution of the GA dated 28.01.2012, the former i. 4 becomes i. 5 resolution of the GA dated 20.04.2019 ) chairmen of unions and organizations with which UPEE interacts at national level, whose representation is determined by decision of the Management Board. (3) The legal persons, members of the General Assembly, shall participate in its work through the persons representing them or their specially authorized persons. (4) , (amended by resolution of the GA dated 20.04.2019) The members of the Association may authorize, with an explicit written power of attorney, an individual to represent them in one or unlimited number of meetings of the General Assembly. Art. 21. The General Assembly has the following powers: 1. to adopt, amend and supplement the Statutes of UPEE; 2. (removing i. 2 and i. 3 becomes the new i.2 by resolution of the GA dated 20.04.2019) to adopt the internal acts of UPEE; 3. (part of the former i. 4 by resolution of the GA dated 20.04.2019) to elect and release members of the Management Board and to elect a President and an Executive Deputy President; to elect a new member of the Management Board to replace the one who has left in accordance of Art. 41 of this Statute; 4. (amended by resolution of the GA dated 20.04.2019) to elect and release the members of the CC; 5. (amended by resolution of the GA dated 20.04.2019) to adopt development programs, to formulate guidelines and objectives for the activities of UPEE; 6. to adopt the activity report of the Management Board; 7. (amended by resolution of the GA dated 20.04.2019) to adopt and report on the work of the CC; 8. (removing i. 8 and i.9 becomes the new i.8 by resolution of the GA dated 20.04.2019) to examine and make decisions on applications and to appeal against decisions of the Management Board; 9. (former i. 10 by resolution of the GA dated 20.04.2019) to revoke decisions of the bodies of the Association that contradict the law, the Statute or other internal acts regulating the activities of UPEE 10. (removing i. 11 and i.12 becomes the new i.10 by resolution of the GA dated 20.04.2019) to to decide on the transformation or termination of the Association; 11. (former i. 13 by resolution of the GA dated 20.04.2019) to resolve on any other matter within its jurisdiction by law or these Statutes. 12. (former i. 14 by resolution of the GA dated 20.04.2019) to confer the titles “Honorary Member” on deserving members. Art. 22. (1) (amended by resolution of the GA dated 20.04.2019) The General Assembly shall be convened once every four years by decision of the Management Board. The Management Board may convene an extraordinary or early General Assembly. (2) (amended by resolution of the GA dated 28.01.2012, amended by resolution of the GA dated 20.04.201)) In its decision, the Management Board shall determine the date, the exact time and place of the meeting. (3) (amended by resolution of the GA dated 28.01.2012, (amended by resolution of the GA dated 20.04.2019 ) One third of the members of the MB are entitled to request by letter the MB to convene the General Assembly and if it does not make a written invitation within two weeks of receipt of the written request, the assembly shall be convened by the Court at the headquarters of the Association upon a written request of the interested members. Art. 23. (1) (amended by resolution of the GA dated 20.04.2019) The invitation to the members of the General Assembly shall be in writing and shall contain the agenda, date, time and venue of the General Assembly, as well as an indication of whose initiative it is convened. (2) (amended by resolution of the GA dated 09.09.2017, effective as of 01.01.2018, (amended by resolution of the GA dated 20.04.2019 ) The invitation shall be declared in the Register of Non-Profit Legal Entities kept by the Sofia City Court at least one month before the scheduled date. Art. 24. (amended by resolution of the GA dated 09.09.2017, effective as of 01.01.2018) At the date of the announcement of the invitation, the written material relating to the agenda of the meeting shall be made available to the members of the UPEE management upon request. Art. 25. (1) (amended by resolution of the GA dated 20.04.2019) The General Assembly is legitimate if more than half of all members are present. (2) (amended by resolution of the GA dated 20.04.2019) If more than half of the members have registered at the announced time, the meeting shall be considered as legitimate and may start work. (3) If at that time the registered members are less than half, the holding of the meeting shall be postponed one hour later at the same place and under the same agenda and shall be considered as regular, irrespective of how many members appear. (4) (new by by resolution of the GA dated 20.04.2019) The General Assembly shall begin with the choice of President of the Assembly. Art. 26. (amended by resolution of the GA dated 20.04.2019) Each member of the General Assembly is entitled to one vote. Art. 27. (amended by resolution of the GA dated 20.04.2019) A member of the Association shall not have the right to vote in resolving issues relating to: 1. him-/herself; 2. legal entities in which that member is a manager or where that member may prevent or impose decision-making. Art. 28. (amended by resolution of the GA dated 28.01.2012) (1) Decisions of the General Assembly shall be taken by a simple majority of those present. (2) (amended by resolution of the GA dated 20.04.2019) Decisions on the amendment of the Statute, the termination of the Association, merger or acquisition of UPEE in another organization, as well as any other matters expressly laid down in the law, the General Assembly shall take decisions by a majority of 2/3 the votes of the members present. (3) (amended by resolution of the GA dated 20.04.2019) Decisions cannot be taken on matters not included in the agenda announced in the invitation, unless if they are not connected to the points under the agenda or other important and urgent circumstances that require for their solution during that meeting. Art. 29. (1) A record shall be kept for each general meeting, which shall be certified by the Chairperson of the meeting, the person who drafted the minutes and by the teller(s). (2) The minutes with attached written materials on the convening and holding of the General Assembly and a list of the attendees shall be recorded in the General Assembly Book. (3) Each member of the General Assembly has the right to observe and be informed about the precise coverage of a particular meeting and the decisions taken in the minutes. Art. 30. (1) Each member of UPEE, the Management Board and prosecutors may seize the Court of registration of UPEE to rule on the legality of the decision of the GA or its conformity with these Statutes. (2) An action under the preceding paragraph may take place within one month from the notification of the decision to be contested but not later than one year from the date of its adoption.

ХІ. (amended by resolution of the GA dated 28.01.2012) MANAGEMENT BOARD

Art. 31. (amended by resolution of the GA dated 28.01.2012) (1) The Management Board is the managing body of UPEE. (2) (Amended by resolution of the GA dated 28.01.2012 and items 1, 2, 3 and 4 are deleted, amended by resolution of the GA dated 20.04.2019 ) The Management Board consists of 5 to 13 persons – members of the Association: (3) (removing para.3, and para.5 becomes new para.3 by resolution of the GA dated 28.01.2012) The Management Board may, by decision, also attract other persons to assist in its work. (4) (removing para.4, and para.6 becomes new para.4 and is amended by resolution of the GA dated 28.01.2012, amended by resolution of the GA dated 20.04.2019) The regular meetings of the Management Board shall be held at least three times a year and shall be convened by the Chairperson. Extraordinary meetings shall be convened by the Chairperson at the request of one third of its members within one week of receipt of the request. Art. 32. (amended by resolution of the GA dated 28.01.2012, amended by resolution of the GA dated 20.04.2019) The Management Board is elected for a term of 4 years and its members may be re-elected for up to two consecutive terms. (2) (new by resolution of the GA dated 20.04.2019) The term of the Management board shall continue until the election of a new Management Board. Art. 33. (removing para.2 and is amended by resolution of the GA dated 28.01.2012) The Management Board has the following powers: 1. ensures the implementation of the decisions of the General Assembly; 2. disposes of the property of the Union in compliance with the requirements of these Statues; 3. prepares and submits to the General Assembly a report on the activities of the UPEE; 4. (amended by resolution of the GA dated 20.04.2019) accepts the budget of the association; 5. takes decisions to participate in other organizations; 6. accepts new members; 7. adopts regulations for its work; 8. (amended by resolution of the GA dated 20.04.2019 makes decisions to open or close subdivisions/branches; 9. (amended by resolution of the GA dated 20.04.2019 elects and releases a chairperson and deputy chairpersons of UPEE; 10. (amended by resolution of the GA dated 20.04.2019) determines the composition of the Advisory Board and its Chairperson; 11. (removing i. 11 and i.12 becomes the new i.11 by resolution of the GA dated 20.04.2019) determines the procedure for collecting and reporting the membership contributions and the deductions for the bodies of UPEE, according to Art. 62. 12. (new by resolution of the GA dated 20.04.2019) decides on the change of head and register office of the association; 13. takes decisions on all matters which, by law or under these Statues, are not placed within the exclusive competence of the General Assembly. Art. 34. (amended by resolution of the GA dated 20.04.2019) In the work of the Management Board, the persons with the title “Honorary Chairperson” of the General Assembly of the Association are entitled to participate in an advisory capacity. Art. 35. (amended by resolution of the GA dated 28.01.2012 amended by resolution of the GA dated 20.04.2019) The convening of a meeting of the Management Board shall be made by written invitation by the Chairperson in one of the following ways: 1. by written invitation send by post or courier or by fax or e-mail; 2. verbally by telephone; 3. by personally and verbally informing its members; 4. a combination of the abovementioned means. (2) (new by resolution of the GA dated 20.04.2019) When the convening was carried out under par. 1, i. 2 and/or i. 3, the Chairperson shall draft a protocol with which they shall certify the means by which they informed the members of the MB about the convened meeting. (3) (former para. 3 of Art. 36 by resolution of the GA dated 20.04.2019) In urgent cases, the invitation for a meeting may also be handed over by phone and the convening shall be on the same day. As an exception, in such cases the Management Board has the right to make decisions in absentia. In this case, the decision is deemed to have been taken if it is signed by 2/3 of the members of the Management Board without any remarks or objections. Art. 36. (1) The meeting is regular if more than half of the MB members are present. A person may represent only one of the other members of the MB by explicit written authorization. (2) (amended by resolution of the GA dated 20.04.2019) A person is considered present under the preceding paragraph if there are bilateral telephone or online connection with that person, guaranteeing his identity and allowing his participation in discussions and decision-making, which is certified in the minutes of the chairperson. (3) (the former para. 3 becomes para. 3 of Art. 35, a new para. 3 is adopted by resolution of the GA dated 20.04.2019) The meeting shall be chaired by the Chairperson of the UPPE or in their absence – by the Executive Deputy Chairperson and if both are absent – by a member which is chosen among the present members of the MB. Art. 37. (1) The Management Board shall take its decisions by a simple majority of the members present. (2) (amended by resolution of the GA dated 20.04.2019) The decisions of the MB for the designation of a liquidator and for the disposal and burdening of properties shall be taken by a qualified majority of 2/3. Art. 38. (1) Minutes shall be kept for each held meeting of the MB, which shall be certified by the Chairperson of the meeting and the person who drafted the minutes. (2) The minutes with written materials attached to it on the convening and conducting of the meeting of the MB are recorded in the Book of the Management Board. (3) Each member of the GA has the right to observe and be informed about the precise coverage of a particular meeting and the decisions taken in the minutes. Art. 39. Any interested member of UPEE may challenge a decision of the Management Board before the General Assembly, which is taken in contradiction with the law, these Statues or a previous decision of the General Assembly. Contesting a decision shall be made in writing, within one month of becoming aware, but no later than one year from the date of the decision. Art. 40. (amended by resolution of the GA dated 28.01.2012, amended by resolution of the GA dated 20.04.2019) (1) UPEE elects from the composition of the Management Board the Chairperson and the Executive Deputy Chairperson. (2) (amended by resolution of the GA dated 28.01.2012, amended by resolution of the GA dated 20.04.2019 ) The Chairperson and the Deputy Chairpersons shall be elected from the composition of the Management Board at its first meeting after the General Assembly. (3) (amended by resolution of the GA dated 28.01.2012, amended by resolution of the GA dated 20.04.2019) The Chairperson of the Management Board manages the all of the activities of UPEE and solely represents the UPEE before all legal and natural persons. (4) (new para. 4 by resolution of the GA dated 20.04.2019) The Executive Deputy Chairperson of the Managing Board manages the operational activities of the UPEE, represents the UPEE independently to all legal and natural persons and in the absence of the Chairperson performs all its functions without the need for explicit authorization. (5) (amended by resolution of the GA dated 28.01.2012, former para. 4, amended by resolution of the GA dated 20.04.2019) The Chairperson or the Executive Deputy Chairperson of the Management Board shall not have the right, without the explicit decision of the Management Board taken properly and with the required majority of votes, to dispose, or encumber the Association’s immovable property. (6) (new para. 6 by resolution of the GA dated 20.04.2019) The Chairperson and the Executive Deputy Chairperson shall be required to register as joint and separate representatives of the UPEE in the Register of Non-Profit Legal Entities kept by the Sofia City Court. (7) (new para. 7 by resolution of the GA dated 20.04.2019) The deputy chairpersons of the management board shall execute their functions that are assigned to them by the MB, the Chairperson and the Executive Deputy Chairperson in relation to the management of the UPEE. (8) (amended by resolution of the GA dated 28.01.2012, former para. 5 by resolution of the GA dated 20.04.2019) The Chairperson of UPEE shall have the right to unilaterally appoint and dismiss the Chief Secretary and the Executive Director, whose rights and obligations shall be determined by a written contract. The Chief Secretary and the Executive Director have administrative functions. Art. 41 (new by resolution of the GA dated 20.04.2019) (1) A member of the Management Board may leave it by submitting written notice to the UPEE. The leave shall have effect from the date of notification to the UPEE. (2) The representative of the UPEE or a member that is explicitly authorized by the Management Board shall be obliged, within 7 days from the notification of leave, to request in the Register of Non-Profit Legal Entities, kept by the Sofia City Court, for the leave of the member of the MB to be entered and for their name to be deleted from the register. (3) In the event that the leaving member of the MB has been elected Chairman, their functions until the election of a new Chairman of the MB from the General Assembly shall be assumed by the Executive Deputy Chairperson under the procedure of Art. 40, para. 4 of this Statute, without the need for an explicit decision in this sense. (4) In the event of a member leaving the MB in accordance with this article, a new member of the Management Board shall be elected at the next meeting of the General Assembly to replace them. In the event that the leaving member has been elected Chairman of the Management Board, the General Assembly shall elect a new Chairman of the Management Board. (5) Until the election of a new member by the GA to replace the one who has left, the MB shall hold regular meetings with a reduced number of members and the member who has left shall be excluded from the total number of the members. The quorums shall be calculated in accordance with their reduced formation. Art. 42(new by resolution of the GA dated 20.04.2019) (1) To support the activities of the UPEE and to promote the prestige of the organization, an Honorary Council of the Chairpersons of the UPPEE shall act. (2) All individuals who have been Chairs of the Management Board of the UPEE shall be included in the formation of the Honorary Council of the Chairpersons of the UPEE. (3) The Chairperson of the Honorary Council of the Chairpersons of the UPEEE shall be the last Chairperson of the Management Board of the Association.

ХІІ. (Chapter XIII becomes a new Chapter XII by resolution of the GA dated 28.01.2012) ADVISORY BOARD

Art. 43. (Art.42 becomes a new art.41 and is amended by resolution of the GA dated 28.01.2012, Art. 41 becomes Art. 43 and is amended by resolution of the GA dated 20.04.2019) (1) In order to support the activity of the General Assembly, the Advisory Board (AB) assists the Management Board of UPEE. It consists of specialists in various fields, attracted according to a decision of the Management Board. Members of the Management Board, the Control Commission, as well as the heads of the branch and regional bodies of the Union may participate in its work. (2) AB makes the discussions, gives opinions, recommendations and statements on matters related to business legislation, the activities of UPEE, its structures, with bilateral or trilateral dialogue in industrial relations, or other issues significant to the members of the Union. (3) (amended by resolution of the GA dated 20.04.2019) The AB shall be headed by a Chairperson. The AB is convened at a meeting by its Chairperson or the Chairperson of the Management Board. At its Chairperson’s discretion or that of the Chairperson of the MB, external experts and consultants may be invited to participate in the work of the AB. (4) The Advisory Board shall hold its meetings by a majority of at least half of its members, but shall adopt an opinion by a majority of more than half of the members present. (5) The AB shall act only as an advisory body. Its proposals must be considered, but a decision taken by the management bodies shall be adopted in accordance with the procedure laid down in the Statutes.

ХІІІ. (removing Chapter XIV and creating a new Chapter XIII by resolution of the GA dated 28.01.2012) BOARD OF BRANCH ORGANIZATIONS

Art. 44. (amended by resolution of the GA dated 28.01.2012, Art. 42 becomes Art. 44 by resolution of the GA dated 20.04.2019) (1) A Board of Branch Organizations shall act in support of the management bodies. (2) (amended by resolution of the GA dated 28.01.2012) The Board of Branch Organizations is constituted by the chairpersons of the branch organizations, other organizations that are collective members and the members of the Management Board.

ХІV. (changed order of Chapter XV – it becomes Chapter XIV and is amended by resolution of the GA dated 28.01.2012) CONTROL COMMISSION

Art.45. (amended by resolution of the GA dated 28.01.2012, Art. 43 becomes Art. 45 by resolution of the GA dated 20.04.2019) (1) The Control Commission (CC) consists of three members elected directly by the General Assembly for a term of 4 years. The term shall continue until the election of a new Control Commission. The members of the CC elect a Chairperson, who is in charge of its activities. (2) (amended by resolution of the GA dated 28.01.2012) The Control Commission monitors the spending of the UPEE funds collected for the implementation of the decisions of the General Assembly and the Management Board, verifies the financial situation of UPEE and reports to the General Assembly (Chapters XVI, XVII and XVIII are removed with the decision of the General Assembly of 28.01.2012)

ХV.(changed order of Chapter XIX – it becomes Chapter ХV and is amended by resolution of the GA dated 28.01.2012) PROPERTY

Art. 46 (1) (amended by resolution of the GA dated 28.01.2012 Art. 44 becomes Art. 46 by resolution of the GA dated 20.04.2019) The property of UPEE consists of property rights to movable and immovable property, limited rights in rem, rights of use, intellectual property rights, know-how, cash, receivables and other rights regulated by the law. (2) (amended by resolution of the GA dated 28.01.2012) The funds of UPEE are stored in bank accounts opened in the name of UPEE or its branches. Art. 47. (amended by resolution of the GA dated 28.01.2012 Art. 45 becomes Art. 47by resolution of the GA dated 20.04.2019) Sources of UPEE funds are the Members’ property contributions in the form of membership contributions, revenue from their own activities, in implementation of the ideal objectives of the Union and its tasks, the revenue being used to achieve the objectives set out in the Statutes, donations by individuals or legal entities, sponsorship. Art. 48. (amended by resolution of the GA dated 28.01.2012 Art. 46 becomes Art. 48 by resolution of the GA dated 20.04.2019) The amount of the membership contribution is determined by decision of the UPEE Management Board, but must be at least BGN 3 per month. Members of UPEE may also pay higher membership contributions than the determined one. Art. 49. (amended by resolution of the GA dated 28.01.2012 Art. 47 becomes Art. 49 by resolution of the GA dated 20.04.2019) Members of UPEE in bankruptcy proceedings or with temporary difficulties shall pay the minimum membership contribution, or be exempted from payment for a given period by decision of the Management Board. Art. 50. (amended by resolution of the GA dated 28.01.2012 Art. 48 becomes Art. 50 by resolution of the GA dated 20.04.2019) Membership contributions are collected through the General Assembly of UPEE and is distributed by decision of the Management Board.

ХVІ. (changed order of Chapter XX – becomes Chapter XVI by resolution of the GA dated 28.01.2012.) TERMINATION. LIQUIDATION

Art. 51. (changed order of Art. 63 – becomes Art.49 by resolution of the GA dated 28.01.2012 Art. 49 becomes Art. 51 by resolution of the GA dated 20.04.2019) UPEE is terminated: 1. by decision of the General Assembly under the terms of these Statutes; 2. (amended by resolution of the GA dated 20.04.2019) by decision of the court of registration in the cases provided by the law. Art. 52 (changed order of Art. 64 – it becomes Art. 51 and is amended by resolution of the GA dated 28.01.2012 Art. 50 becomes Art. 52 and is amended by resolution of the GA dated 20.04.2019) (1) The liquidation of the Association shall be carried out in the manner determined by the applicable legislation and the decision of the General Assembly. (2) The liquidation shall be performed by the managing body or by a person designated by it. Art. 53 (changed order of Art. 65 – it becomes Art.49 by resolution of the GA dated 28.01.2012 Art. 51 becomes Art. 53 by resolution of the GA dated 20.04.2019) Allocation of property remaining after the satisfaction of creditors’ claims is decided by the General Assembly of UPEE.

ХVІІ.(changed order of Chapter XXI – it becomes Chapter ХVІІ and is amended by resolution of the GA dated 28.01.2012.) ARCHIVE

Art. 52 (1) (amended by resolution of the GA dated 28.01.2012 Art. 52 becomes Art. 54 by resolution of the GA dated 20.04.2019) UPEE holds its own archive. (2) (amended by resolution of the GA dated 28.01.2012, amended by resolution of the GA dated 20.04.2019)The following is stored in the archive: a copy of the Statutes, a copy of the decision on the establishment of the Union, a copy of the application for registration and the court ruling for registration, respectively for change in the registration of the Association, address sheet for members of the Board, annual plans and reports the activities of the Union, the list of members, log books of general meetings and of the meetings of the Management Board, reports on the activities of the UPEE. (removing Chapter XXII by resolution of the GA dated 28.01.2012)

ХVІІІ. (changed order of Chapter XXIII – it becomes Chapter XIII by resolution of the GA dated 28.01.2012.) TRANSITIONAL AND FINAL PROVISIONS

(changed order of Chapter XXIII – it becomes Chapter XIII by resolution of the GA dated 28.01.2012.) TRANSITIONAL AND FINAL PROVISIONS