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30 | 07 | 2010
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Statute

STATUTES
Of Non-profit Organization for performing socially significant activities
“BULGARIAN PROFESSIONAL FOOTBALL LEAGUE”


CHAPTER ONE. GENERAL PROVISIONS

Article 1. NAME, REGISTERED ADDRESS AND STATUS
(1) Non-profit Organization for socially significant activities “BULGARIAN PROFESSIONAL FOOTBALL LEAGUE”, referred to hereinafter for shorter “BPFL” is a legal entity, registered under the provisions of the Law on Non-profit Legal Entities (LNPLE).
(2) Non-profit Organization for socially significant activities “BULGARIAN PROFESSIONAL FOOTBALL LEAGUE” is separate from its members and is responsible for its liabilities with its property. The members of BPFL are responsible for its liabilities only to the amount of material contributions, as specified in these Statutes.
(3) BPFL will implement its business under the name Non-profit Organization for socially significant activities “BULGARIAN PROFESSIONAL FOOTBALL LEAGUE” that can be abbreviated to BPFL, in Bulgarian and also in foreign language – BPFL, standing for Bulgarian Professional Football League.
(4) Every written statement on behalf of the association has to contain its name, registered address, address of management, data about the registration, including the number under the unified statistical code BULSTAT.
(5) The registered address of BPFL is Sofia, Triaditsa region, 112 Dimitar Hadzhikotsev street, office 1
(6) The address of management of BPFL is Sofia, Triaditsa region, 112 Dimitar Hadzhikotsev street, office 1
(7) BPFL is a non-profit organization for socially significant activities, established by virtue of voluntary association between Bulgarian legal entities.

Article 2. TERM OF OPERATION
The term of operation of BPFL shall not be limited by time or by other conditions.

Article 3. OBJECTIVE OF BPFL
BPFL has the following objectives:
1. to assist for the development of the professional football and for bringing it to a higher level;
2. to organize and hold the national sport calendar for football;
3. to interact between governmental and non-governmental bodies and organizations and physical entities in Republic of Bulgaria in the field of sport and in particular for a more efficient organization and management of the football in the country;
4. to assist for exchange of information between the football clubs in the country and in the European Union;
5. to promote the experience and knowledge of leading European and world clubs and organizations in the football;
6. to build an information and logistic network for information on all aspects in the sphere of the national system for physical culture and sport;
7. to provide conditions for development of the professional and under-21 football in the country;
8. to ensure representation on local, national and international level for the members of BPFL;
9. to take part in procedures for harmonization and improvement of the  legal and normative base to the interest of strengthening, improvement and development of the professional football, by assistance and help to the executive and legislative bodies in Republic Bulgaria in the field of sport and physical culture;
10.  to draw and participate in programs directed to development of management in all spheres of the professional football in Republic Bulgaria;
11.  to interact between its members and similar organizations in the country and abroad, including for securing investments for the territory of Republic of Bulgaria and for joint national and trans-frontier projects.

Article 4. MEANS FOR ACHIEVING THE OBJECTIVE
For achieving its objectives BPFL shall:
1. organize championships and tournaments in the national football groups;
2. render assistance to its members for achieving optimum conditions for professional results of football players;
3. develop, summarize and inform its members about the contemporary concepts and methods in the development of football with a view to improving and raising its level, both in the country and abroad;
4. maintain contacts with similar organizations in the country and abroad;
5. act as a mediator for attracting and directing funds from Bulgarian, European and world funds, banking and non-banking  financial instruments, funding projects for encouraging and developing the football, the educational and technological exchange in the sphere of sport and physical education in Bulgaria;
6. collect, process, keep, provide and distribute information (except classified information within the meaning of the law) – directly, by catalogues, internet, special sites, radio and TV commercials and programs, official channels, by permanent participation in national and international fora;
7. maintain contacts and exchange information with similar organizations in other countries and check the representation of its members in the respective territory and assume the representation of the respective foreign organizations for Bulgaria;
8. initiate the establishment of special committees and teams for developing projects for funding conceptual and executive projects;
9. assist to development, coordination and introduction into theory and practice of unified criteria for development of management in the sphere of sport and football;
10. take part with its representatives in the standing committees of the BFU.

Article 5. LINE OF BUSNESS OF BPFL
1. Unites the football clubs of professional leagues, represents the interests of its members before BFU bodies;
2. Organizes and administers the state football championships and tournaments, according to the decisions of the Executive Committee of BFU, under the terms and conditions specified in the internal rules of BFU regulating the state championships and tournaments;
3. Assists the football clubs for their licensing, including for signing contracts and transfer of players and also in preparation and executing contracts for centralized sale of advertising and television rights on the matches of the professional groups;
4. Organizes mass events, promoting innovative managing decisions in the sphere of football – workshops, exhibitions, symposia, etc.;
5. Develops programs and participation in projects, related to development and promotion of the sport in the country, including under EU funds and other financial instruments;
6. Supports socially deprived people, disabled or people in need of special care, assisting the social integration and the individual realization and introducing and promoting the European experience in that field;
7. Advertises and promotes its activities by different types of printed, electronic editions and INTERNET and establishes contacts with Bulgarian and foreign partners, working in the same or similar spheres;
8. Organizes and holds football contests independently or jointly with the BFU and signs contracts for television broadcast and advertising;
9. Improves the bilateral relations in the field of sport /football, by developing, coordinating and introducing into the theory and practice unified criteria through collecting, processing, storing, providing and distributing information (except classified information within the meaning of the law) - directly, by catalogues, internet, special sites, radio and TV commercials and programs, official channels, by permanent participation in national and international forums;
10.  Attracts and directs funds from own, European and world sources, banking and non-banking  financial instruments, funding projects for preparation and forming managing potential in the professional football;
11. Harmonization, improvement of the  legal and normative base in the sphere of professional football and related institutions and participants on all levels in the social-economic sector;
12. Representation and defending the  interests of similar organizations and partners in the country and abroad;
13. Organizes and manages special committees and teams for developing  projects without limitation in the scale of funding of conceptual and executive projects for providing expertise and direct practical assistance for improving the interactions between the professional clubs and the institutions in the country and abroad;
14. Establishment of long-term contacts between Bulgarian and foreign partners with similar interests and activities;
15. Coordination and joint activities with the competent bodies and organizations united by territorial, regional, geographic, economic or other indices, leading to transparency, awareness and improvement of conditions for professional football in Bulgaria;
16. Providing methodological and expertise assistance on national and local level – for realization of local, regional, national and international programs, encouraging the development and education of young managing specialists.

Article 6. FUNDING  BPFL
(1) BPFL is funded from the following sources:
1. Membership fees;
2. Deductions from revenues as per Art. 5;
3. Revenues from interests on operating funds of BPFL deposited in banks and financial institutions;
4. Target subsidies from the country and abroad for implementing the business within the frameworks of BPFL Statutes;
5. Revenues from donations in the country and abroad.
(2) The membership fee is initial and annual. Its amount is defined by the collective supreme body of BPFL.
(3) The amount of deductions under Art. 6, paragraph 1, item 2 for maintenance of BPFL is approved by the collective supreme body upon proposal of the Managing body, but cannot be more than 20% of the whole gross amount.
(4) BPFL does not raise profit.
(5) A “Reserve” Fund is established.
1. It contains funds that are not spent, as per paragraph 1, item 2 and paragraph 3, remained after covering the BPFL expenses;
2. The money in “Reserve” Fund is managed by the Managing body in compliance with the present Statutes and the Rules and regulations for executing socially significant activities.
(6) Expenses of BPFL are:
1. administrative expenses and salaries, accounting, legal and others of the kind, expenses for participation in international activities;
2. other expenses, incurred in conformity with the Statutes and the Rules and regulations for executing socially significant activities of BPFL.

CHAPTER TWO. MEMBERSHIP
Article 7. CONDITIONS FOR MEMBERSHIP IN BPFL
(1) Members of BPFL can be only football clubs with professional teams that are registered as legal entities and have licenses issued by the BFU, accepting the present Statutes.
(2) The following cannot be members of BPFL – physical entities and legal entities that are in insolvency procedures and liquidation.

Article 8. MEMBERSHIP IN BPFL
(1) Membership in BPFL is voluntary and cannot be restricted because of ethnic, religious or political affiliation of persons who are members of the football club.
(2) The members are entitled of all preferences, discounts, right to vote, can propose, be elected and elect in all committees, bodies, forums, investment projects, international cooperation; submit demands and receive competent services and responses to all questions; access to the information base for the respective level; 

Article 9. ACCEPTING NEW MEMBERS
(1) Members of BPFL are people who have participated in the constituent meeting and have signed the constituent statement.
(2) Accepting of new members is made on the grounds of written application to the Managing body, containing also a statement that the respective candidate meets the requirements for membership in BPFL, that he/she is familiar with the Statutes of BPFL and accepts it.
(3) The candidates for membership submit the following documents to the Managing body:
• application-statement (after a given form) signed by the manager and certified with the stamp of the candidate;
• minutes from the meeting of the competent managing body of the football club, according to the law and the Statutes, where the decision for membership in BPFL was voted;
• copy of the current status certificate;
• statement for due taxes, fees, custom duties and other public liabilities;
• documents from the BFU for a license granted t the football club;
• copy of the document for paid annual membership fee;
• decision of the collective managing body (if any) for membership.
(3) Applying can be made personally in the office of BPFL, by mail or by electronic mail – through the site of BPFL.
(4) Payments are effected by bank transfer to the account of BPFL – payment order.
(5) The Managing body satisfies the application within a time not longer than two months after it was submitted provided hat the candidate for membership meets the requirements of the present Statutes.
(6) The membership is valid from the moment the application was submitted to the Managing body.

Article 10. RIGHTS AND OBLIGATIONS OF MEMBERS
(1) Each regular member of BPFL shall have the following rights:
1. to participate in its business;
2. to participate and vote in the collective supreme body;
3. to elect and to be elected in the Managing body;
4. to demand explanations from the company bodies in case of failure to execute voted decisions;
5. to demand and to obtain information on matters that affect his/her interests;
6. to demand revoking of illegal, anti-statutory and wrong decisions and actions of BPFL bodies;
7. to participate in the professional football groups;
8. to make use of the trade mark and the logo of BPFL.
(2) Each BPFL member shall be obliged:
1. to observe the Statutes and to abide to the decisions of the managing bodies of BPFL;
2. to assist for reaching the objectives of BPFL;
3. to pay regularly his/her annual membership fee, up to a time and to the amount as specified by the collective supreme body.

Article 11. TERMINATION OF MEMBERSHIP
(1) Membership in BPFL shall be terminated upon either of the following circumstances:
1. quitting by one-month prior notice to the Managing body;
2. termination of BPFL;
3. termination the business of the legal entity;
4. expelling due to failure to pay the membership fee up to three months after the one year period has elapsed, with decision of the Managing body informed by the President of BPFL or with a written substantiated statement;
5. upon expelling for non-observing the Statutes of BPFL, the decisions of the Supreme or Managing bodies, derogating the reputation, the image or the interests of BPFL or its members. The decision for expelling  is made by the collective supreme body with majority of 2/3 of the regular members of BPFL, upon proposal of the Managing body;
6. upon dropping of the football club out of the professional groups.
(2) After termination of membership the information shall also be published on the webpage of BPFL.


CHAPTER THREE. BODIES OF BPFL
The bodies of BPFL are the Collective supreme body, the Managing body and the President.

SECTION І. COLLECTIVE SUPREME BODY (GENERAL ASSEMBLY) 
Article 12. СOMPOSITION
The collective supreme body is the supreme body of BPFL and comprises all members.

Article 13. POWERS
(1) The collective supreme body shall:
1. adopt, amend and supplement the Statutes of BPFL;
2. adopt, amend and supplement the Rules and regulations for performing socially significant activities, the Regulation providing for the amount and spending of “Reserve” Fund of BPFL, the organization and functioning of the Managing body and other internal regulations;
3. elect and release the members of the Managing body;
4. accept the report on the operation of the Managing body;
5. vote decisions concerning the due payment and the amount of the membership fee and approve the amount of deductions for maintenance of BPFL activities;
6. permit discharge with BPFL properties;
7. vote decision for expelling members from BPFL;
8. vote decision for restructuring, liquidation and wind up of BPFL and its merging with another organization;
9. vote decisions for opening and closing branches;
10.  approve the BPFL budget;
11.  revoke decisions of other BPFL bodies, which contradict the law, the Statutes or other internal documents regulating the operation of BPFL;
12.  adopt the main directions and the program for BPFL business;
13.  make decisions for participation in other organizations in the country and abroad.

(2) The powers under items 9, 12 and 13 can be assigned to other BPFL bodies.
(3) The decisions of the collective supreme body shall be mandatory for the other bodies and the members of BPFL.
(4) The decisions of the BPFL bodies that have been made in contradiction to the law, the Statutes or a preceding decision of the collective supreme body, can be contested before the collective supreme body upon demand from interested members of BPFL or its body, submitted within a month time after they were announced but not later than a year since the decision was made.
(5) The decisions of the collective supreme body are subject to judicial supervision concerning their conformity to the legislation in force and compliance with the Statutes.
(6) Arguments under the preceding paragraph can be brought to the bar in the court of registration of BPFL by each one member of BPFL or its body or by the prosecutor within a month time after they became known but not later than a year since the decision was made.

Article 14. СONVOCATION
(1) The collective supreme body shall be convoked with written invitations from the Managing body upon initiative of the latter or upon demand of 1/3 of BPFL members. If in the latter case the Managing body fails to send a written invitation for convocation within two-week time, the collective supreme body shall be convoked by the court of registration of the BPFL address upon written demand of interested members or a person they have authorized thereto. The invitation has to contain the agenda, the date, hour and place for holding the meeting and whose was the initiative for that. The invitation shall be sent to each one member of BPFL and shall be placed on the location for announcements in the building where the management of BPFL is situated,, at least one month prior to the scheduled date.
(2) As a rule the collective supreme body is convoked during the first quarter of each calendar year.

Article 15. QUORUM
The collective supreme body shall be considered regular if more than one half of all members of BPFL are present, authorized with powers of attorney and indicating the powers that are vested in the authorized persons. One representative can no represent more than one BPFL member. If on the specified date, hour and place there is no the required number of members, no matter that all they have been regularly invited the meeting shall be adjourned till an hour later and shall be held regardless of the number of represented members.

Article 16. DECISION MAKING
(1) Minutes, signed by the chairing the meeting and the record-keeper shall be taken recording the discussions and decisions of the collective supreme body.
(2)  No decisions shall be voted on matters not included in the agenda as announced in the invitation.
(3) Voting in the collective supreme body shall be open vote ballot.
(4) Decisions of the collective supreme body shall be made with ordinary majority by those present, according to the statement of the mandate committee, unless the Statutes provide for otherwise.
(5) Decisions under Art. 13 paragraph 1 item 1, item 2, item 6, item 7 and item 8 shall be made with a majority of 2/3 of all members of BPFL
(6) The decisions of the collective supreme body for gratuitously release of the BPFL property shall by all means be voted wit substantiations, with a majority of 2/3 of all members, when it is in the benefit of the following:
1. persons participating in other bodies of the organization and their spouses, their next of kin – without limitation to the line of kinship, the lateral branch of the family – up to the fourth branch and the in-law relatives – up to second branch, including;
2. persons who have participated in its managing bodies up to 2 years prior to the date of voting the decision;
3. legal entities that have funded the organization up to 3 years prior to the date of voting the decision;
4. legal entities where the persons specified in item 1 and 2 are managers or can force or obstruct the voting of decisions.
(7) BPFL cannot sign transactions with persons under paragraph 6, item 1, neither with legal entities where the indicated persons are managers or may force or obstruct the voting of decisions, unless such transactions are in obvious benefit to BPFL or have been concluded under general conditions after being announced in public.
(8) Member of the collective supreme body shall not have the right to vote when deciding matters referred to legal entities where he/she is a manager or can force or obstruct the voting of decisions.
(7) Each BPFL member shall have the right to one vote in the collective supreme body and shall exercise it through a proxy, on the grounds of a written power of attorney or by virtue of registration. One person can represent no more than one member. No re-authorization shall be admitted.


SECTION ІІ. MANAGING BODY (BOARD OF DIRECTORS)

Article 17. ELECTION, TERM OF OFFICE AND COMPOSITION
(1) The managing body is elected by the collective supreme body of BPFL.
(2) If during election of a Managing body two or more candidates have the same number of votes, new voting shall be held for those candidates under the same voting conditions.
(3) The members of the Managing body shall be elected for a term of office of five years.
(4) The Managing body comprises the President of BPFL and 10 clubs represented by duly authorized or registered representative.

Article 18. POWERS
(1) The Managing body implements the decisions of the collective supreme body and manages the business of BPFL.
(2) In its operation the Managing body abides to the Rules and regulations of BPFL for performing socially significant activities.
(3) The Managing body shall:
1. define the scope of powers of representation of its individual members;
2. secure the execution of decisions accepted by the collective supreme body;
3. manage the movable property of BPFL with a view to and in consideration to the line of business of BPFL, where it shall inform the collective supreme body in due time about the accomplished transactions and shall be held responsible before the latter for intentionally derogating the rights of BPFL;
4. specify the limit of the funds for annual entertainment allowance of the BPFL President;
5. prepare and submit to the collective supreme body a draft budget;
6. prepare and submit to the collective supreme body a report on the BPFL operation;
7. approve the administrative structure of BPFL, specify the procedure and organize the performance of the BPFL business and also is held liable for that;
8. establish its standing or steering special bodies/committees, working groups/, where it shall specify their composition and assignments;
9. prepare and submit to the collective supreme body a draft regulation of BPFL;
10.  accept new members of BPFL;
11.  specify the BPFL registered address;
12.  make decisions on all matters that according to the law or as per the Statutes do not fall within the powers of another body.

Article 19. CONVOCATION
(1) The Managing body shall be called for meeting by the President whenever necessary but not less than once in two months.
(2) The President shall be obliged within seven day time to set the date for a meeting of the Managing body upon demand of at least 1/3 of its the members. Should he/she fail to do so the Managing body shall be convoked by each one interested members.
(3) The first meeting of the newly appointed Managing body has to take place within seven days after being elected by the collective supreme body, at the latest.
(4) The meetings of the Managing body shall be considered legal if more than one half of its members are present.

Article 20. DECISION MAKING
(1) Decisions of the Managing body shall be made with open vote ballot and with ordinary majority of its members attending the meeting. For cases as specified in Art. 18, paragraph 3 item 3, item 4 and item 7, majority of all members of the Managing body shall be required. In certain cases the Managing body may decide that the vote shall be secret and the voting of the decisions shall be made with a qualified majority.
(2) The minutes from the meetings of the Managing body shall be signed not later than the next meeting by all members of the Managing body who attended the meeting.

Article 21. DROP OUT OF MANAGING BODY MEMBERS
(1) In case that for some member of the Managing body a subsequent obstacle occurs that prevents his/her further participation in that body, and also in case that such obstacle is found at a later stage the Managing body shall remove him/her from its meetings and at the next meeting of the General assembly shall propose that he/she is released.
(2) When a member of the Managing body drops out from the professional groups, it shall automatically be excluded from the Managing body and its vote shall be exercised by the President until a new member is elected.
(3) The vacated place in the Managing body shall be filled under the provisions of Art. 13, paragraph 1, item 3 of the present Statutes by the next General assembly.

SECTION ІІІ. PRESIDENT

Article 22. ELECTION AND TERM OF OFFICE
(1) The President is elected by the collective supreme body for a term of office of five years and as a rule is member of the Managing body.
(2) Only Bulgarian citizen above 21 years of age, with clean record and permanent resident of the Republic of Bulgaria can be elected as a President.
(3) Candidates for President shall submit written applications with enclosed CVs and conviction status certificates not later than seven days prior to the meeting of the collective supreme body. The application along with its enclosures shall be submitted to the Managing body and shall be filed.
(4) The President of BPFL shall be appointed as a volunteer.

Article 23. POWERS
(1) The President of the Managing body shall:
1. take care for abiding to the BPFL Statutes and also for defending the interests of the latter;
2. represent BPFL, negotiate and sign contracts;
3. appoint, manage and supervise the work of the administration;
4. chair the meetings of the Managing body;
5. perform other activities assigned to him/her by virtue of this Statutes, the collective supreme body  and the Managing body;
6. receive annual limit of entertainment allowance to the amount as defined by the Managing body;
7. The President can assume liabilities under contracts with third parties and to release of BPFL property without a prior decision of the Managing body, only to the limit of BGN 10 000;
8. The President shall decide whether for a certain business a contract shall be signed (with clients, assignors or co-contractors). When a contract, due to urgency has been signed without the prior decision of the Managing body, such contract shall be subject to approval by the Managing body at the next meeting following its signing, at the latest;
9. If the President of BPFL signs a contract that the Managing body or the collective supreme body decided not to conclude or that had not been approved by the Managing body or the collective supreme body after it was signed, then the President shall be responsible before BPFL and its the members for all damages incurred from such contract.
(2) In case of absence of the President his/her powers shall be exercised by his/her authorized member of the Managing body.
(3) Upon resignation, long-term inability to perform his/her obligations or in case of death, the powers of the President shall be taken by another member appointed by the Managing body until a meeting of the collective supreme body is held.


CHAPTER FOUR. ADDITIONAL PROVISIONS
Article 24. BOOK KEEPING IN BPFL
(1) BPFL shall keep records about the minutes from the meetings of its collective bodies. The person chairing the meeting of the collective body and the person who has taken the minutes shall verify the true content of the minutes and shall be responsible for that.
(2) BPFL shall prepare a report on its operation once in a year which shall contain data concerning the following:
1. the significant activities, the funds spent on them, their relation to the objectives and the  programs of the organization as well as attained results;
2. the amount of property received free of charge and the revenues from other fund-raising initiatives;
3. the type, the amount, the value and target of donations both received and provided as well as information about donators;
4. the financial result.
(3) The annual report on the operation and the financial statements of BPFL shall be provided both on a hard and electronic copy and shall be open to the public. The report shall be published in the bulletin and on the webpage of the central register at the Ministry of Justice.

Article 25. TERMINATION OF BPFL
(1) BPFL shall be terminated in either of the following cases:
1. upon decision of the collective supreme body;
2. with a Court judgment, according to the provisions of Art. 13,  paragraph 1, item 3 of the Law of Non-profit Legal entities;
3. under the terms and conditions of Art. 48 of the Law of Non-profit Legal entities.
(2) In case of deleting the filing in the central register under the conditions of item 3, the new filing can be applied for not before a year elapsed since the grounds for deletion have been removed. Such right can be exercised once only.
(3) The Court judgment shall be made upon claim of any interested party or the prosecutor. In such case termination shall be filed ex officio and the Court shall appoint the receiver.

Article 26. LIQUIDATION
(1) Termination of BPFL shall be followed by liquidation.
(2) The liquidation shall be made by the managing body or its appointed person.
(3) If the receiver has not been appointed according to the provisions of paragraph 2, such shall be appointed by the City Court of Sofia.
(4) The receiver shall be obliged, if possible to satisfy the BPFL creditors from the available funds and if that turns out to be impossible, through reimbursement first of movable property and then of the real estates of BPFL.
(5) Property may not in any way be transferred to:
1. founders and the current and former members;
2. persons who have participated in its bodies and its employees;
3. the receivers, except the due payment;
4. the spouses of people as per items 1-3;
5. the relatives of the persons as per items 1-3, their next of kin – without limitation to the line of kinship, the lateral branch of the family – up to the fourth branch and the in-law relatives – up to second branch, including;
6. the legal entities where the persons under items 1-5 are managers or may force or obstruct the decision making.
(6) Concerning non-affordability, insolvency respectively, procedure of liquidation and powers of the receiver the relevant provisions of the Commercial Law shall apply.

Article 27. PROPERTY AFTER LIQUIDATION
(1) The property remained after satisfying the creditors shall be provided, upon a court judgment, to a non-profit organization, specified for performing socially significant activities with the same or similar non-profit objective, if the procedure for its distribution has not been regulated in the Statutes or the articles of association.
(2) If the property is not distributed under the provisions of paragraph 1, it shall be provided to the Municipality where the address of the terminated non-profit organization was registered. The municipality shall be obliged to provide the property for performing socially significant activities that is possibly closest to the objective of the terminated non-profit organization.
The present Statutes was adopted at the General Assembly of non-profit organization “ BULGARIAN PROFESSIONAL FOOTBALL LEAGUE” held on 27.05.2010 in the city of Sofia and revokes the former Statutes of the organization.

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