By Laws

By Laws
of non-profitable organisation
“ASSOCIATION OF PRODUCERS OF ECOLOGICAL ENERGY”

 SECTION I
GENERAL PROVISION

Art.1. The present By Laws regulates the structure and the activity of the Non-profitable organisation “Association of Producers of Ecological Energy”, from now on referred to as the Association.

STATUS

Art.2. (1)The Association is an independent, non-governmental, non-profitable organization;

(2) The Association aims to contribute to the development, execution and updating of the policy and legislation of the European community in the area of environmental issues and renewable energy sources;

(3)The Association unites and protects its members – both corporate bodies and physical persons and their initiative in the area of the development and distribution of ecological energy from renewable energy sources, aiming to support and maintain the sustainable development, while representing their economical and branch interests in front of state authorities, traders, public and political organizations, national and international institutions and organizations , working with the latter towards achieving its goals;

Art.3. The Association self-regulates in accordance with the Bulgarian laws and Constitution, and the present By Laws.

NAME

 Art.4. The name of the Association is “Association of Producers of Ecological Energy”, in short referred to as APEE.

 RESIDENCE

Art.5. The Association resides at the address: 310 Vladislav Varnentchik blvd., Varna, Bulgaria, 9009.

TERMS

Art.6. The Association does not limit its existence with a period time or any other liquidation condition.

SECTION II
GOALS OF THE ASSOCIATION

Art.7. The Association is a non-governmental, non-profitable organisation which unites and protects its members-both corporate bodies and physical persons with the objective to support and protect the private initiative of the Bulgarian contractors in the area of the ecological energy production and distribution from renewable energy sources (RES) while representing their economical and branch interests in front of the state authorities and other organisations.

Art.8. The Association sets the following objectives:

(1)       To support scientifically, progressively and methodologically the activity of the specialized Bulgarian companies in the area of the ecological energy production from RES;

(2)       To perform research, promotion and protection of the economical, social and professional interests of the members of the Association in connection with the ecological energy development from RES, as well as to popularize its members activity via the media and the public communities;

(3)       To collect, to summarize and to provide ideas on how to change the present legislation, as well as to contact the executive and legislative authorities in Republic of Bulgaria and the European Union with the purpose to actively participate in the elaboration of suggestions on new legislative acts and their alternative projects in the area of RES.

(4)       To assure cooperation between the members of the Association and the state and local authorities in relation to the development of the ecological energy productions from RES, as well as to cooperate and to participate in the branch project development;

(5)       To minister the affiliation of the Bulgarian companies to the European and worldwide economic structures via international cooperation with similar organizations.

(6)       To improve the technical, legal and economical qualification of its members in the area of the ecological energy production and exploitation from RES by organising courses, workshops, presentations, etc which will introduce a knowledge of the new technologies and achievements in the field of the RES.

Art.9. In order to meet its objectives the Association will use the following means:

(1)  Coordinates and organises the establishment, the incorporation and the use of local and international systems and standards, data base for corporate, branch, economical and commercial information;

(2)  Creates and maintains contacts and systematically exchanges economical and other information with similar Bulgarian and foreign organisations, competent state institutions and the authorities in the European Union;

Art. 10. The Association will provide the following on its official website:

  1. Periodic economical, technical and legal information on the actual issues;
  2. Suggestions for changes in the regulations of the Member States of the EU to encourage initiative;
  3. Information which is related to coordinating the activity of its members as much in a commercial and legal aspect as in the development of agreed statements on the issues of a mutual interests;
  4. Opportunity to exchange informational materials among the members of the Association.

SECTION III
FIELD OF ACTIVITY

Art.11. The Association has the following fields of activity:

(1) Organisational activity;
(2) Informational activity;
(3) Market activity:
1. Consulting services;
2. Publishing activities;
3. Commercial, marketing and informational services;
4. Organization of displays, courses, seminars, conferences and symposiums;
5. Developing of projects and programs;
6. Representation and intermediation;
7. Acquirement and creation of rights and transactions with them;
8. Transactions with intellectual property, including technological equipment and now-how;
9. Putting out to lease property;


S
ECTION IV
MEMBERSHIP

Art.12. (1) Membership in the Association is voluntary.

(2) As members of the Association can be accepted active physical individuals and corporate bodies, who share the objectives of the Association, agree with the present By Laws and are willing to participate in the activity of the Association.

(3) Members of the Association are: full and associated members.

(4) Membership in the Association is verified by a certificate, signed by the Chairman of the Control Committee, on which the type of membership is marked.

(5) The founders of the Association become members with the act of its establishment;

Art.13. (1)  Admission to a new member is being granted by the General Meeting, on the base of a submitted by the candidate application which declares the will of the candidate to become a member of the Association;

(2) The application is submitted with a form, approved by the Chairman of the Control Committee, which can be found on the Association’s official web page.

(3) In the application under par.1, the applicant declares that he/she is familiar with and accepts the regulations of the present By Laws, while also indicating which type of membership he/she would like to be accepted under.

(4) By the date of submitting the application under par.1, the applicant should have paid the annual membership fee for the year in which the application is submitted.

(5) In cases which the applicant is a legal entity, the application under par.1 should be coupled with a certificate for the current status of the legal entity, issued by the respective register.

(6) Membership rights and obligations come with a decision by the Control Committee, with which the applicant is accepted as a member and issued a membership certificate.

(7) The Control Committee’s decision to accept an applicant comes into effect on the day it was reached.

RIGHTS AND OBLIGATIONS OF THE MEMBERS
Full Members

Art. 14. (1) As full members of the Association can be accepted active individuals and legal entities who accept and obey the present By Laws, share the goals of the Association and are willing to take part in the Association’s activities to achieve its goals and to pay their membership fee regularly.

(2) An associated member can become a full member at any time, after sending a written application to the Control Committee and paying the necessary membership fee.

Art.15. The Full members of the Association have the following rights:

1. To elect and be elected at all levels in the body of the Association;
2. To be informed on the activity of the Association;
3. To use equally expert help and all other types of informational and other services, which are provided by the Association;
4. To take part in the objective-setting process of he Association;
5. To make use of the international contacts of the Association with similar organisations and institutions;
Art.16. The members of the Association have the following duties:

1. To protect and to maintain the good reputation of the Association in their activities as contractors and good citizens, as well as not to derogate from the prestige of the Association and its members;

2. To follow the present By Laws and the Regulations of the Associations and to execute the resolutions of its bodies;

3. To pay regularly the membership fee in time and period agreed by the General Meeting;

4. To provide mutual cooperation and to participate in the offsets of the Associations, related to the construction and the development of an infrastructure that will serve the interests of the members of the Association;

5. To detain and not to disclose any received information and materials to third parties (corporate and physical persons) without the exceptional written consent of the Executive Board.

6. To raise the authority of the Association;

7. Not to take any actions which are in contradiction to the Association’s objectives and which discredit it.

8. Not to make statements and/or appearances in the media and/or in public which are not shared by the Association and are in contradiction to its objectives and assignments;

9. To preliminarily discuss with the Chairman of the Control Committee all their public statements which concern the objectives and assignments of the Association, its authority or the Association itself.

(3)  Failure to carry out any of the duties listed under the previous paragraph may result in expulsion of the full member.

Art.17. Regardless of the type of membership, the members’ rights and duties cannot be jumped over.

Art.18. In relation to the Association’s duties, its members only bear responsibility up to the amount of their membership fee, i.e. creditors have no right to lay claim to their property above that amount.

Associated Members

Art. 19. (1) Associated member status is granted with the decision of the Control Committee after a written application in line with Art.13 of the present By Laws is sent to the Chairman of the Committee;

(2) As associated members of the Association can be accepted active individuals and legal entities who accept and obey the present By Laws, share the goals of the Association and are willing to take part in the Association’s activities to achieve its goals and to pay their membership fee regularly.

(3) Every associated member has the right to:
–  make suggestions to the Control Committee and to the Executive Board;
–  voice his/her opinion before the Association authorities;
–  obtain generally accessible information regarding the Association’s activities;
–  take part in the General Meeting with the right of advisory capacity;
–  take part in all events organized by the Association, after paying the respective fee for each separate case.

Art.20. (1) Every associated member have the following dutties:

1. To protect and to maintain the good reputation of the Association in their activities as contractors and good citizens, as well as not to derogate from the prestige of the Association and its members;

2. To follow the present By Laws and the Regulations of the Associations and to execute the resolutions of its bodies;

3. To pay regularly the membership fee in time and period agreed by the General Meeting;

4. Подпомага останалите членове и да участва в начинанията на Сдружението, свързани с изграждането и развиването на структура за обслужване на членовете си;
5. To detain and not to disclose any received information and materials to third parties (corporate and physical persons) without the exceptional written consent of the Executive Board.

6. To raise the authority of the Association;

7. Not to take any actions which are in contradiction to the Association’s objectives and which discredit it.

8. Not to make statements and/or appearances in the media and/or in public which are not shared by the Association and are in contradiction to its objectives and assignments;

9. To preliminarily discuss with the Chairman of the Control Committee all their public statements which concern the objectives and assignments of the Association, its authority or the Association itself.

(2) The failure of any of the obligations under the preceding paragraph, shall be a basis to exclude the associated term.

 

Cessation of the membership

Art.21. (1) Cessation of the membership in the Association takes place:

1.  With one month written notice to the Executive Board;

2.  If a liquidation of the corporate occurs or a procedure to start liquidation of the corporate is being open, or the physical person is declared deceased or put under judicial disability;

3. Due to non-payment of the membership fee, within one week of receipt of a written request for contribution for the year payment;

4.  Ddue to non-payment of the tax, within one week of receipt of a written request for contribution for the year payment;

5.  By the virtue of a resolution of the Executive Board of the founders in the case when one of the members violates the present By Laws and derogates from the reputation of the Association and its members;

6.  Due to consistent lack of participation in the Association’s activities.

(2) When a cessation of the membership occurs, the membership fee and all voluntarily donated property installments made by the excluded member will be held in favor of the Association.

 SECTION  V
GOVERNMENT

Art.22. (1) The Executive Board is the Supreme Authority of the Association.

(2) The Control Committee is the Administrative Authority of the Association.

GENERAL MEETING

Art.23. (1) The General Meeting comprises all members of the Associations;

(2) Full members have a right to vote at the General Meeting;

(3) Every full member has the right of one vote at the General Meeting;

(4) Full members of the Association take part in the General Meeting personally or through an authorized representative;

(5) The authorization under par. 4 should be done with specific credentials in writing, bearing the seal of the authorizer company;

(6) An agent cannot represent more than 3 (three) members at a time and/or to reauthorize other persons;

(7) The agents of the Association’s members must present copies of the credentials to the Chairman of the Control Committee. The deadline is 7 (seven) days before the General Meeting is held, while failure to notify in time is considered an unauthorized representation of the Association member and a reason to ban the agent from voting;

(8) Associated members have the right to attend General Meetings with only the right of advisory capacity, without taking part in the forming of a quorum, majority or in voting.

 POWERS OF THE GENERAL MEETING

Art.24. (1) The General Meeting has the following scope of competence:

  1. To change and expand the present By Laws;
  2. To elect and release the members of the Executive Board and to determine their remuneration;
  3. To adopt the budget of the Association;
  4. To adopt the Activity Report of the Executive Board;
  5. To make a decision for a re-organisation or a liquidation of the Association;;
  6. To elect the Chairman of the Executive Board;
  7. To take decisions on all occurred issues within his/her jurisdiction staged by law or by the present By Laws;
  8. To abolish resolutions made by other bodies of the Association if they are in derogation with the law, the present By Laws or other provisions regulating the activity of the Association;

(2) The resolutions of the General Meeting are binding on members and other bodies of the Association.

CONVOCATION OF THE GENERAL MEETING

Art.25. (1) A General Meeting is convened once a year. In the case of an exceptional instance extraordinary General Meetings can be called.

(2)The General Meeting is convened by the Executive Board at its initiative or at the consent of 1/3 of the members of the Association.

(3) If the Executive Board fails to extend an invitation to convene a General Meeting within a month time of period, the later will be called by the court, under which jurisdiction the Association acts, at the written demand of the interested members, but no less than 1/3.

Art.26. (1) General Meeting convenes:

  1. by sending invitations to all members of the Association;
  2. by promulgation in the “State Gazette”.

(2) Regardless of the form of convocation, the invitation should contain the agenda, the date, time and place where the General Meeting will take place and on whose initiative it is convened;

Art.27. (1) In cases where convocation is performed in line with Art.26, par.1, pt.1, the invitation is sent to the address specified in the application to join the Association or to an address for which the Control Committee is informed in writing;

(2) In cases where convocation is performed in line with Art.26, par..1, pt.2,  the invitation is published in the “State Gazette” and put on the bulletin board at the Association headquarters, at least a month before the designated date.

QUORUM

Art.28. (1) The General Meeting is considered legal if more than half of the members are present. If the required quota of members can not be met the meeting must be postponed with an hour within the same day with the same agenda and be considered legal irregardless of the number of the present members.;

(2) General Meeting sessions are ran by the Chairman of the Control Committee, or by his/her authorized representative if he/she is absent;

(3) For all sessions of the General Meeting should be kept a protocol under the law requirements stated in a special book.

 

VOTING

 Art. 29. (1) Every full member has one vote.

(2) Associated members take part in General Meeting sessions with the sole right of an advisory capacity.

DECISIONS

Art. 30. (1) Decisions in the General Meeting are reached with a regular majority (half plus one) of the attending Association members;

(2) Decisions under Art.24, pt.1 and pt.5 are reached with a qualified majority 2/3 (two thirds) of the attending votes.

RECORD

Art. 31. A record is kept for every sitting of the General Meeting, which is signed by the Chairman of the Association and the person who kept the record, and by doing so they are responsible for  the verity of its contents;
                                                           EXECUTIVE BOARD

 

Art.32. (1)   The Executive Board (EB) organises and governs the activity of the Association in accordance with the present By Laws and the resolutions of the General Meeting.

(2) EB consists of 3 members of the Association, who must be members of the Association;

(3) Members of the Executive Board are elected for a period of 5 years and can be reelected an unlimited amount of times.

                                      CONVOCATION OF THE EXECUTIVE BOARD           

Art. 33. (1) EB has the following functions:

  1. To execute the resolutions of the General Meeting;
  2. To convene a General Meeting;
  3. To dispose of the property of the Association in accordance with the provisions of the present By Laws;
  4. To prepare and to present to the General Meeting the Activity Report of the Association
  5. Makes decisions regarding the дължимостта and the amount of the membership fee or the property installments;
  6. To admit and release members of the Association;
  7. To make a decision on all issues which, according to the law or the present By Laws, do not qualify within the authority of another body.

(2) The resolutions of the EB are adopted by an open voting at an ordinary majority of the present members, and the decisions on it. 3  from the above paragraph, as well as the liquidation of Association and the assignment of a liquidator are endorsed with an ordinary majority from all members of the Executive Board;

GENERAL MEETING SITTINGS

Art.34. General Meeting sittings are convened and ran by the Chairman of the Executive Board, while in his absence the Meeting is ran by a member of the Board, chosen by the Chairman.

Art.35. (1) The Meeting is in order if more than half of the Executive Board members are present;

(2)       The Executive Board may reach a decision even if no meeting is held, provided the protocol for the reached decision is signed without remarks and objections to by all members of the Executive Board.

(3)       A person is also considered attending if there is a two-way telephone or other connection with him/her, that guarantees the certainty of his/her identity and that permits his/her participation in the discussion and decision-making. This member’s voting power is verified in the record by the Chairman of the Executive Board;

(4)       A record is kept for every meeting of the Executive Board, which is signed by all members of the Board, which in their turn are responsible for the verity of its contents;

                                                                  CHAIRMAN                

 

Art.36. The Association is represented by a Chairman.

Art.37. The Chairman has the following filed of competence:

  1. To represent the Association in front of state authorities, tradesmen, public and political organizations, national and international institutions and organizations;Run the activities of the Association;
  2. To organise and to run the execution of the resolutions of the General Meeting and the Executive Board, following the provisos of the present By Laws;
  3. To preside the sessions of the Executive Board;
  4. To approve the payroll of the employees of the association;;
  5. To employ and release from duty workers of the Association;
  6. Plan, organize and control the Association’s activities;
  7. Decides whether the Association should become part of other organizations.

Art. 38. In the cases of an absence of the Chairman the functions of the later will be performed by an authorised by the Chairman person.

SECTION VI

FINANCIAL PROVISION AND PROPERTY

Art.39. In order to perform its activity and to accomplish its objectives the Association raises funds and forms a property from the following sources:

  1. Membership fee;
  2. Donations, sponsorships and wills from the members of the Association, as well as Bulgarian and foreign physical persons and corporate;
  3. Financing from participations in activities, projects and targeted programs;
  4. Financing from the State and the local authorities;
  5. Prizes and other incomes;
  6. Financial effect from its market performance which is related to the filed of the main activity of the Association, including from the government of its own property;
  7. Any other sources which are not prohibited by the law;

Art.40. A subject of donation or testament can be monetary amounts; claims; equities, including stocks, shares, bonds; rights over personal/movable property and realty; intellectual and industrial property rights; share holding in economic subjects – local and foreign associations and organizations; stock claims and other property rights.

Art.41. The property of the Association is invested in bank deposits, equities, stock installments rights, intellectual and industrial property rights, real estates or movable properties or in any other appropriate way.

Art.42. The Association is bound to perform and keep the required by the Bulgarian legislation accountancy and financial documents.

 SECTION VII
CESSATION AND LIQUIDATION OF THE ASSOCIATION

Art.43.  The Association can cease to exist at the decision of its members or any other way allowed by the law;

Art.44. After the activity of the Association is suspended a liquidation is conducted in a prescribed in the law manner, as each and every one of the members has the right of a liquidation quota if there is any property left after the requirements of the creditors are met.

 SECTION VIII
FINAL PROVISIONS 

§ 1. For any unsettled matters in tThe present By Laws and anything concerning the interpreting and applying of its regulations, the decrees of the Law for Non-Profit Legal Entities are included. In case any regulations of the present By Laws contradict the law, they are replaced by right by its imperative rules.

The present By Laws is approved at a sitting of the Association’s General Meeting, convened 28.11.2011. in Varna, and is signed by the Chairman of the Executive Board.

The present By Laws comes into effect from the day of its registration in the Association’s business affairs kept in the Register of the Non-profitable Organizations by the Varna Regional Court.

 

CHAIRMAN of the Executive Board:…………………………………………

/Velizar Kiriakov/

 

ANTI TRUST DISCLAIMER
The Association of Producers of Ecological Energy (APEE) is a non-governmental, non-profit organization that unites and protects its members – both corporate bodies and physical persons with the objective to support and protect the private initiative of the Bulgarian contractors in the area of the ecological energy production and distribution from renewable energy sources (RES) while representing their economical and branch interests in front of the state authorities and other organizations.

APEE includes among its membership parties who are business competitors. It is the policy of APEE to comply with the antitrust and competition laws that apply to each of its members and to encourage its members to do so as well.

Accordingly, in connection with any meeting or activity sponsored by APEE, no members shall reach any agreement or exchange any information concerning cost or pricing information, sales or marketing strategies, terms and conditions of purchase or sale, the allocation of customers or territories. All members shall avoid even the appearance of such agreements or exchanges of information. If discussions prohibited by this rule take place in any such meeting or activity, all members should cease participation immediately. In order to minimize the likelihood of such an occurrence, all meetings and activities sponsored by APEE shall be conducted in accordance with a published agenda and shall be minuted.
Guidelines for Antitrust Compliance
Forbidden activities
European Union competition rules forbid agreements/ arrangements or acts that restrict competition. APEE members therefore declare they do not enter into the following agreements:
1. Price fixing agreements/ arrangements among competitors about prices or the elements of pricing that will be charged to costumers.
2. Bid rigging – sharing information with the understanding that one party will be the lowest bidder; submitting “ complementary bids” at the request of a competitor not to bid on a specific project.
3. Customer allocation agreements/ arrangements – to allocate markets among competitors, not to pursue a competitor’s customers or not to pursue a category of customers.
4. Territorial Market Allocation agreements/ arrangements – to allocate customers on the basis of the geographic location of the customers, or agreements/arrangements among competitors not to enter markets based on geographical boundaries.
5. Collective Boycotts agreements/ arrangements between competitors not to do business with or to take joint action against a competitor or a customer.

To assure there is no risk of using the association for these practices, APEE members are urged not to discuss sensitive company information, such as:

  • current and future pricing policies of members
  • profit levels
  • planned discounts or promotional activities
  • product launches
  • planned investments
  • customer details
  • marketing reports
  • raw material costs
  • employee compensation
  • other sensitive data that might impact present or future business conduct of APEE members.

Desired activities
The association is founded to support and to protect the private initiative of the
Bulgarian contractors in the area of the ecological energy production and distribution
from RES and to represent its members economic and branch interests in front of the
state and other organization.
APEE members are encouraged to:

  • assure that any standard setting and certification initiatives undertaken by APEE arebased on fair and clear criteria, that do not eliminate products or competitors formthe marketplace;
  • share and discuss publicly available materials on technological advances, economic trends, business forecasts, and materials availability, emphasizing that each company is free to use this information in the way it sees fit and should make its own commercial decisions;
  • share and discuss EU and governmental programmes and actions and developindustry- wide lobbying efforts;
  • discuss better ways to educate and provide meaningful information about the
    industry;
  • discuss ways to improve the public image of the industry;
  • take other lawful activities to strengthen the development of ecological energy
    development in Bulgaria.
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