Articles of Incorporation
Of Non-Profit Organization
“Business Consulting Cluster”
(established in private interest)
². General terms and conditions
Article 1. (1) Association “Business Consulting Cluster” is a legal entity that is independent of its members, established in conformity with the provisions of the Non-Profit Organizations Act, the Articles of Incorporation and the Resolution of the constituent meeting.
(2) The Association operates in private interest.
(3) The Association is liable for its debts with its property.
(4) The Association’s members are not liable for the obligations of the association.
(5) The members are responsible for the payment of the due membership fees.
(6) The Association is an organization where the following could be voluntary members: legal entities that have been registered in conformity with the Commercial Act or the Cooperations and/or Sole Traders Act; non-profit organizations that have been registered in conformity with the Non-Profit Organizations Act; Bulgarian institutions of higher education; professional schools and professional high schools in conformity with article 26 of People’s Education Act; the Bulgarian Academy of Sciences and its institutes and academic specialized divisions; the Agricultural academy and its institutes; experimental laboratories and research institutes according to article 60 of the Administration act; Scientific organizations in conformity with paragraph 1, point 1 of the Supplementary provisions of the Scientific Research Enhancement Act; municipalities and/or regional administrations.
(7) The Association does not distribute dividends.
²². Appellation
Article 2. The appellation of the association is “Business Consulting Cluster”, referred to as the “Association” in these Articles of Incorporation. The latter is transliterated as “BUSINESS CONSULTING CLUSTER”.
²²². Head office and registered address
Article 3. (1) The head office of the Association is in the city of Sofia, P.O.B. 1124, region Sredets,
(2) The registered address of the Association is in housing complex “Yavorov”, “Petar Delyan” str. ¹ 30.
²V. Term
Article 4. The Association is not limited with a definite term or other termination condition.
V. Definition of the type and nature of Association’s business
Article 5. The Association operates in private interest that is about assisting the improvement of its members’ competitiveness.
VI. Main objectives of the Association
Article 6. The main objectives of the Association are:
1. Promoting the cluster development and attracting new members;
2. Enhancing the improvement of its members’ competitiveness;
3. Protecting its members’ interests before the legislative, executive and local power, as well as before the trade union organizations;
4. Defending the development of favourable legal and financial regulations, cooperating for the creation of favourable tax and investment environment, which will enhance the creation of new jobs;
5. Cooperating for the resources unification among its members, as well as between the cluster members and economic partners from other countries;
6. Networking among the cluster members, including the establishment of trans-national cluster connections for enhancing the cooperation with other clusters;
7. Developing the systems for improvements in education and qualification for the needs of the “cluster” network;
8. Developing the sustainable and worthy representation of the “cluster” network at local and international level;
9. Implementing programmes and projects for improving the occupational conditions in the enterprises that participate in the “cluster” network;
10. Providing opportunities for entering new markets and creating products and services with high added value for its members;
11. Providing active channels for the performance of business interaction;
12. Creating and procuring resources for the administrative unit of the cluster;
13. Continuously improving the capacity of the administrative unit of the cluster for the purposes of management and coordination;
14. Promoting the cluster marketing, popularizing the appellation (trademark) of the cluster, as well as the operations of its members;
15. Acquiring fixed tangible assets and fixed intangible assets for the common cluster activities.
VI². Means and methods for achieving the objectives of the Association
Article 7. The means and methods with which the Association will achieve its objectives are the following:
1. Providing the personnel that is necessary for managing and coordinating the cluster activities;
2. Participating in seminars, trainings, conferences, awareness events, exchange of experience, good practices etc. for the administrative unit of the cluster;
3. Holding common initiatives of mutual interest for improving the competitiveness of cluster’s members;
4. Organizing, holding and participating in events for presenting the cluster aimed at expanding and developing its activity, as well as at attracting new cluster members;
5. Performing marketing research, analysis of the target markets in the country and abroad, developing marketing strategy, investment strategy, general strategy for the cluster development;
6. Preparing and printing brochures and awareness materials, webpage and information data base for presenting cluster’s operations;
7. Cluster’s participation in national and international exhibitions and fairs (including virtual Internet-based exhibitions and fairs);
8. Equipping training halls, training centres, developing testing laboratories, production centre etc., where the resources are being used by all cluster members and are being managed by the cluster organization;
9. If necessary, creating working expert groups for interacting with the legislative, executive and local power, as well as trade unions and branch organizations;
10. Developing and implementing legislative modifications and measures that favour the development of the business environment of its members;
11. Applying under the EU programmes and measures, as well as ensuring the information flow to its members about the available opportunities;
12. Maintaining continuous information flow and coordinating the common initiatives for achieving the particular business targets of the cluster members.
13. Developing common business packages of products and services with the participation of the stakeholder cluster members and coordinating the common business initiatives.
14. Cooperating for the good business practices and innovations’ exchange among the cluster members.
VIII. Membership
Article 8. (1) The membership in the Association is voluntary.
(2) Its members could be legal entities that have been registered in conformity with the Commercial Act or the Cooperations and/or Sole Traders Act; non-profit organizations that have been registered in conformity with the Non-Profit Organizations Act; Bulgarian institutions of higher education; professional schools and professional high schools in conformity with article 26 of People’s Education Act; the Bulgarian Academy of Sciences and its institutes and academic specialized divisions; the Agricultural academy and its institutes; experimental laboratories and research institutes according to article 60 of the Administration act; Scientific organizations in conformity with paragraph 1, point 1 of the Supplementary provisions of the Scientific Research Enhancement Act; municipalities and/or regional administrations.
(3) There are two types of membership in the Association: full and associated. The co-founders of the Association are its full members.
(4) Association’s members could be the entities enlisted in article 8 paragraph 2 of these Articles of Incorporation, entities that share the objectives of the Association and the means for achieving them, they are in conformity with its Articles of Incorporation and regularly pay their membership fees.
(5) Association’s members keep their economic, legal and organizational independence.
(6) No political parties, movements, coalitions, as well as religious and trade union organizations can be members of the Association.
Article 9.(1) New members are accepted on the grounds of filled in form according to the template and an application to the attention of the Management Board, where the applicant’s representative declares that it accepts the Articles of Incorporation of the Association.
(2) The Management Board reviews the application at its first session after receiving it and passes a resolution related to it with open vote. The resolution of the Management Board is notified to the applicant and in the case of refusal it is provided with the reasons.
(3) The membership type of the newly accepted members is defined with the resolution of the Management Board for accepting them.
Article 10. The membership legal relation is terminated with the following:
- with unilateral one month declaration of will in writing to the attention of the Management Board of the Association;
- with termination of the legal entity - member;
- with a resolution of the Management Board that was passed with a majority of 2/3 of all members an entity could be excluded if it does not respect the Articles of Incorporation and/or the explicitly established operating principles of the Association, performs actions in its harm, such as in the prejudice of its prestige, reputation or the interests of the Association, as well as in the case of non-payment of the due membership fee for more than 3 /three/ months.
Article 11.(1) The resolution for exclusion is passed by the Management Board of the Association. The resolution of the Management Board for exclusion could be appealed before the General meeting in one month term from getting to know about it, but not later than 1 year from the date of passing the resolution.
(2) The exclusion grounds are acknowledged by the Management Board that also passes the resolution for the membership termination.
(3) In the case of membership termination or exclusion, the Association does not owe the reimbursement of contributions in kind and the entity in question does not have the right to claims to the Association’s property.
(4) In the case of membership termination, the membership fee and the entrance fee are not reimbursable.
Article 12. The membership occurs and is perceived as terminated correspondingly as of the day of entering the entity in question, and deleting it, in a register maintained by the Management Board of the Association.
Article 13. (1) Each regular member of the association has the right to:
- participate in the operations of the association and in the operations of the General meeting and to vote on passing resolutions;
- elect and be elected in the management bodies of the Association;
- control the operations of the Association and the management bodies;
- be informed about the operations of the Association;
- use the property of the Association and benefit from the results of its business, in a manner defined by the Management Board;
- benefit from the services provided by the Association;
- participate in events organized by the Association;
- if authorized, to represent the Association at an expert level during discussions, round tables, conferences and other similar forums;
(2) Each associated member of the association has the right to:
- participate in the operations of the association and in the operations of the General meeting and participate with the right to advisory vote on passing the resolutions;
- be informed about the operations of the Association;
- use the property of the Association and benefit from the results of its business, in a manner defined by the Management Board.
- benefit from the services provided by the Association;
- participate in events organized by the Association;
- if authorized, to represent the Association at an expert level during discussions, round tables, conferences and other similar forums;
(3) The members can participate in the General meeting via their representative with one voting right that will be enforced by its attending representative.
Article 14.(1) Each member should:
- work and cooperate for achieving the objectives of the Association;
- in the case of performing projects funded with EU funding, all members should participate in the performance of the project activities in view of their scope of operations. The ownership rights to the project results belong to the Association.
- not to harm the reputation and interests of the Association and to act in conformity with the Articles of Incorporation and the internal rules of the Association;
- work for enhancing the public authority of the Association.
- provide the Association with the necessary information about its activity;
- be in conformity with the explicitly established operating principles of the Association;
- pay the due membership fee and its contributions in kind defined by the Association.

Article 15. The membership rights and obligations except for the proprietary interests are non-transferable and are not assigned to other entities in the case of exclusion or membership termination. The enforcement of the membership rights could be assigned to someone else with authorization via power of attorney with notarized signature.
IX. Property of the Association
Article 16.(1) The property of the Association consists of: cash; movable and immovable properties; receivables and other assets.
(2) The property of the Association is accumulated of the following: contributions in kind by the members, receivables, donations and testaments and all other manners of acquisition permitted by law.
(3) All revenues of the Association irrespective of their nature and source are to be included in its property and serve for assisting its operations.
(4) The Association in the face of the Management Board can receive donations from physical people and legal entities and to enter sponsorship agreements.
Article 17.(1) All Association members should make contributions in kind being the membership fee. Its amount will be defined for each calendar year with a resolution passed by the management Board and is due on monthly basis, paying it until the 10th date of the current month.
(2) With a resolution of the Management Board passed with an ordinary majority, an Association member could be released from paying membership fee for a certain period.
(3) According to a resolution passed by the Management Board, the Association members could make targeted contributions for achieving a specific target defined in the Articles of Incorporation or with a resolution passed by the Management Board. In its resolution the Management Board defines the target, amount and manner of collecting the contributions.
(4) The Association members could provide it with cash such as loans or properties and individually defined rented mobile properties.
(5) The amount of the loan interest or the rentals according to paragraph 4 are defined by the Management Board of the Association.

Article 18.(1) The Association could perform additional business of the following nature:
1. information and consulting activity;
2. publishing activity – printing editions and manuals related to the business and objectives of the association;
3. developing new investment projects in the interest of the cluster stakeholders;
4. organizing and holding courses, seminars and lectures for consideration;
5. advertising activity – of the operations of the association, of the operations of other organizations doing similar business or being partners of the association;
6. organizing fairs, exhibitions, competitions and others related to the business and objectives of the association;
7. organizing visits in the country and abroad at fairs, exhibitions, competitions and others related to the business and objectives of the association;
8. production and distribution of audio and video-materials;
9. production and distribution of souvenirs related to or symbolizing the business of the association;
10. investment activity furthering the individual cluster initiatives;
11. other business related to the nature of the main business of the Association that do not contradict its objectives.
(2) The performed additional business should be bound with the nature of the main business of the Association and should be in conformity with the terms and conditions defined by the Commercial Act, the Accountancy Act and the regulations that define the particular activity.
(3) The revenues from the business could be used only for achieving the targets of the Association defined in the Articles of Incorporation.
(4) The Association cannot distribute profit or dividends.
(5) The performance and control on the business is assigned to the Management Board of the Association.
(6) The Association could incorporate companies, as well as to owe shares and stocks in companies for the furtherance of the objectives defined in these Articles of Incorporation.
(7) The property of the Association is used for achieving the objectives defined in the Articles of Incorporation.
Article 19. The Association with a resolution of the Management Board could form target funds in BGN and currency for funding individual events and programmes. The resources for these funds are being accumulated by Association’s stakeholder members.
Article 20. The Association is liable for the undertaken obligations with its property. The Association is not liable for the obligations of its members and of the companies in which it participates.
Article 21. The Association members are not personally liable for the obligations of the Association, their liability is limited to the amount of the particular membership fees /contributions in kind/.
Õ. Association bodies
Association bodies
Article 22. The Supreme body of the Association is the General meeting and the Management body of the Association is the Management Board.
Article 23. The members of the Association bodies are represented by their legal representatives or by an explicitly authorized person via power of attorney with notarized signature.
General meeting
Compounds of the General meeting
Article 24.(1) The General meeting consists of all Association members, including the full and associated members.
(2) The full members of the General meeting have one voting right and the associated members are members of the General meeting but they can participate in the operations of the meeting only with the right to advisory vote.
Representation
Article 25. (1) The Association members are represented at the General meeting by their legal representatives or by an explicitly authorized person via power of attorney with notarized signature.
(2) Proxy of an Association member could be only a physical person.
(3) The powers of attorney should be issued explicitly for participating at the General meeting of the Association, as they can be issued for limited or unlimited number of meeting’s sessions.
(4) The proxies do not have the right to re-authorize with their rights third parties.
Competency of the General meeting and decision-making
Article 26. (1) The General meeting:
1. modifies and supplements the articles of incorporation of the Association;
2. elects and releases the members of the Management Board;
3. according to the suggestion of the Management Board approves an Auditor;
4. verifies the budget of the Association;
5. verifies the annual report of the Management Board;
6. makes decisions for the transformation and termination of the Association;
7. cancels the resolutions passed by the other bodies of the Association that contradict the law, articles of incorporation or the other internal deeds that regulate the operations of the Association;
8. at its sole discretion defines the remuneration for the people elected to take up the titles in the Association;
9. defines the amount of the initial entrance fee for registering the association;
10. passes other resolutions provided for in the articles of incorporation or by law;
(2) The resolutions of the General meeting are passed with the ordinary majority of the attendees.
(3) The resolutions passed under article 26, paragraph 1, point 1, 2, 5,6 and 7 are passed with a majority of 2/3 of the attendees.
(4) No resolutions could be passed on issues that are not included in the agenda announced in the invitation.
Holding a General meeting
Article 27. (1) The General meeting is held at least once a year – regular General meeting.
(2) The General meeting could be summoned any time if necessary – extraordinary General meeting.
Summon of General meeting
Article 28. (1) The General meeting is summoned by the Management Board. It could be summoned at the request of one-third of the full members of the association.
(2) If in a term of one month from the request for summoning the General meeting the Management Board does not send an invitation in writing for summoning a General meeting, it should be summoned by the court with jurisdiction at Association’s head office under the request in writing of the stakeholders or a person authorized by them.
(3) The summon is performed with invitation in writing forwarded to each member of the Association at least 15 days before the date of holding it. The invitation is perceived as duly submitted if it was forwarded via fax or email. It should also be placed at the announcement board in the building where Association’s management is situated.
(5) The invitation contains an agenda of the issues raised for discussion, the draft-resolutions, the date, time and place for holding the General meeting and who initiated the summon.
Right to information
Article 29. The materials in writing related to the agenda of the General meeting, should be made available to its members – the full members, as well as the associated members, at the head office of the Association, not later than the date of the invitation for summon of the General meeting. If requested, the materials should be provided for free.
List of the attendees
Article 30. (1) At the session of the General meeting a list of the attending members or their representatives will be drawn. The members and the representatives verify their attendance with laying their signature and certifying their identity. The list should be verified by the chairperson and secretary of the General meeting.
(2) The list according to the previous paragraph should include the members that have declared their presence as of the moment of the first voting after acknowledging the quorum availability.
Quorum
Article 31. The General meeting could be in a session if the appearing members are more than half of all full members. If there is no quorum, the meeting will be postponed with an hour at the same place and with the same agenda and then could be held irrespective of the number of the appeared members.
Voting right
Article 32. Each full member of the Association has one voting right.
Conflict of interest
Article 33. A member or its representative could not participate in voting on the following issues:
1. claims initiated against it;
2. undertaking actions or waiver of actions for enforcing its liability towards the association;
3. in the case of resolving issues related to him/her, his/her spouse or relatives in a direct line of descent – without limitations, in the collateral branch – to the fourth degree or by marriage – to the second degree inclusive.
Resolutions
Article 34. The resolutions of the General meeting immediately become effective, unless their action is postponed or by law they become effective after entering and/or making them public.
Minutes
Article 35. (1) Minutes are being maintained for the session of the General meeting and they reflect all members attending the meeting – full members with voting right, as well as associated members with the right to advisory vote.
(2) The minutes of the General meeting are signed by the chairperson and the secretary of the session. The list of the attendees and the documents related to the summon of the General meeting are attached to the minutes.
(3) Each and every member that has attended the General meeting, has the right to require and follow up the accurate entry of the resolutions in the minutes.
Management (Cluster) Board
Compounds and mandate of the Management Board
Article 36. (1) The Association is managed and represented by the Management (Cluster) Board.
(2) The members of the Management (Cluster) Board are elected by the General meeting for a term of 5 (five) years.
(3) The Management Board consists of at least 3 (three) people.
(4) A member of the Management Board could be physical person or legal entity. Each legal entity that has been selected for a member of the association, should nominate its representative – physical person that will perform its obligations in the Board. If the representative is not explicitly nominated, this function will be performed by the legal representative of the legal entity. The physical person – representative is defined in the resolution for electing the members of the Management Board and could be modified only with a resolution of the General meeting, except for a change of the legal representative of Board’s member that has been entered in court, as in the latter case the change of the representative in the Board occurs on the grounds of the entered change of the legal representative.
(5) Legal entities that are members of the association could nominate physical people for members of the Management Board that are not members of the Association.
(6) The members of the Management Board can be re-elected without limitation.
(7) The Management Board elects the chairperson among its members.
Rights and obligations of the Management Board
Article 37. (1) The Management Board:
1. accepts and excludes members of the Association;
2. passes resolutions concerning the due fees and the amount of the membership fee and/or of the contributions in kind;
3. elects a Chairperson of the Management Board and defines the scope of the representative power of its individual members;
4. passes resolution on opening and closing branches;
5. passes resolution for participating in other organizations;
6. ensures the implementation of the resolutions passed by the General meeting of the Association;
7. disposes with Association’s property in conformity with the requirements provided for in the Articles of Incorporation;
8. prepares and submits the draft-budget to the attention of the General meeting;
9. prepares and submits the activity report of the Association to the attention of the General meeting;
10. defines the terms and conditions and organizes the performance of Association’s activity and is liable for this;
11. passes resolutions on all issues that by law or according to the Articles of Incorporation are not included in the scope of authorities of another body;
12. passes rules, ordinances and other deeds and provisions related to the operations of the Association and other internal deeds;
13. defines the organizational structure and the pay-roll list of the Association;
14. accepts donations and testaments performed in the interest of the Association;
15. performs the liquidation of the Association in the case its activity is terminated;
16. defines the self-financing schemes for the cluster operations and suggests them for verification by the members and issues orders and controls the funding;
17. prepares documents for participation in funding initiatives of the government and the EU;
18. organizes the inclusion of programmes and projects initiated by the Cluster participants;
19. defines the address of the Association;
20.passes resolutions on all issues that by law or articles of incorporation are not in the scope of the authorities of another body;
21. performs the obligations defined in the articles of incorporation.
(2) The Management Board is summoned to hold its sessions at least once on a quarterly basis by the Chairperson of the Management Board of the Association, and if he or she is absent – by another member of the Management Board.
Quorum and majority
Article 38. (1) Resolutions could be passed if more than half of the members of the Management Board are present in person or via representative that is duly authorized according to article 25.
(2) The Management Board passes its resolutions with an ordinary majority of the attending members, and the resolutions according to article 37, paragraph 1 point 1, 2, 3, 4, 5, 7, 12, 13 and 15 – with a majority of 2/3 of all members.
(3) The resolutions for electing and dismissing the Chairperson of the Management Board are passed with a majority of 2/3 of all members of the Management Board. In this case the nominee does not have the right to vote.
(4) The Management Board could pass resolutions in conformity with article 32, paragraph 5Ç of the Non-Profit Organizations Act.
Article 39. The Management Board should regularly prepare the reporting information in conformity with the Accountancy Act about the operations of the Association in accordance with the principles of transparency, authenticity and timeliness.
Chairperson of the Management Board
Article 40. The Chairperson of the Management Board of the Association:
1. represents the Association before all third parties in the country and abroad;
2. organizes and manages the operations of the Management Board;
3. enters the employment contracts on behalf of the Association with its employees;
4. if necessary, appoints a financial director and/or chief accountant, as well as legal advisor.
5. suggests an auditor to the General meeting if this is legally necessary or based on the resolution of the Management Board.
Books of the Association
Article 41. (1) Minutes are maintained at the session of the General meeting and of the Management Board that reflect the held discussions, the made suggestions and declarations and the passed resolutions. The minutes are certified with the signatures of the chairperson of the meeting and of the minute-keeper and are bound and strung in special books. The books are maintained by the chairperson of the particular body. The Association and the members of the Management Board could review the contents of the minute books and receive transcripts or excerpts of the minutes.
(2) The Association maintains a register of its members where it enters the appellation, head office, and registered address, the people representing them, the company case of its court registration and BULSTAT. The stakeholders could receive information and certificates based on the register according to the terms and conditions defined by the Management Board of the Association.
Õ². Termination
Article 42. (1) The Association is terminated in the following cases:
1. With a resolution of the General meeting of the Association.
2. With a judgment of the district court with jurisdiction at the head office of the association if:
a/ it has not been founded in the statutory manner;
b/ it performs operations that contradict the law or the public order or morals;
c/ it was declared insolvent;
(2) The court judgment according to paragraph 1, point 2 is adjudged on a claim initiated by each stakeholder or by the prosecutor.
(3) In the cases provided for in paragraph 2 the termination is officially entered and the court appoints a liquidator.
Article 43. The termination of the Association, its liquidation, the distribution of the property, as well as Association’s deletion by the district court with jurisdiction at its head office are performed in conformity with the requirements of article 14, 15 and 16 of the Non-Profit Organizations Act.
Õ²I. Transitory and final provisions
Article 44. Modifications in these Articles of Incorporation could be performed according to its terms and conditions and the Non-Profit Organizations Act.
Article 45. In the light of the interpretation or enforcement of the provisions of these Articles of Incorporation, the applicable provisions will be the ones of the common Bulgarian civil legislation and the provisions of the Non-Profit Organizations Act.
These Articles of Incorporation were unilaterally passed by all founders at the constituent meeting of Association “Business Consulting Cluster” that was held in the city of Sofia on 08.04.2013 to ensure that the latter have laid their signatures under these Articles of Incorporation.