BULGARIAN FAMILY PLANNING AND SEXUAL HEALTH ASSOCIATION (BFPA)
STATUTES
Chapter I
STATUTES, OBJECTIVES AND TASKS
Art.1 /1/ The name of the Association is BULGARIAN FAMILY PLANNING AND SEXUAL HEALTH ASSOCIATION /BFPA/, hereinafter called”The Association”.
/2/ The Association is a legal body with Headquarters in Sofia and units in the country.
/3/ The Association unites individuals who are interested in carrying out activities in the field of family planning and sexual and reproductive health.
/4/ The Association is a voluntary, independent public non-profit organisation, established in accordance with the Law for Non-profit Legal Entities as non-profit legal entity in public benefit.
/5/ The Association does not create and distribute profit. The organisation shall, only for the purpose of its goals and objectives, search lawful ways for self-financing as follows:
5.1. Accept donations, grants and other benefits under the conditions of the grantors, only if in accordance with the Statute and the other Program documents of the Association.
5.2. Implement advertising, media, publishing, educational therapeutic, consultative and any other lawful activities as may be appropriate to raise funds for the Association or to promote its activities, purposes and achievements.
5.3. Design projects and apply for funding in front of Bulgarian, foreign and international financing agencies and institutions and respectively implement those projects.
5.4. Carry out any charitable work that may be lawfully undertaken by the Association to accomplish its objectives.
/6/ The Association is not and shall not be guided by commercial interests.
/7/ The Association activities shall be in accordance with Bulgarian legislation and shall be subject to the Statutes and the decisions of the General Assembly.
/8/ The Association may form new units and branches on the territory of Republic of Bulgaria.
Art.2. The Association has the following goals and objectives:
/1/ To contribute and create favourable conditions for the Bulgarian citizens to exercise their right to family planning and sexual and reproductive health
/2/ To assist the promotion of the ideas and practices of family planning, sexual and reproductive health, defined in international, European and national documents and legal acts
/3/ To promote and popularise the ideas of family planning.
/4/ To contribute to the protection and improvement of sexual and reproductive health.
/5/ To prepare young people for sexual and family life.
/6/ To promote ideas for changing the life-style with main goal to improve women's health, to encourage men to take equal responsibility for protection from unwanted pregnancies, and starting a family, raising children, and/or develop a harmonious partnership.
Art.3 The Association shall carry out the following activities:
/1/ To protect the rights and interests of its members, constituency and allies by:
1.1 Making proposals to the administrative authorities for issuing legal acts to meet the objectives of the Association.
1. 2 Advocating for specific and general claims of the Association’s members and constituency in front of governmental and other institutions and organisations, when their legal interests are not taken into consideration.
/2/ To assist its members and constituency in the following directions:
2.1 Collecting, analysing, and promoting among them and to general population information about family planning and sexual health issues.
2.2 Producing and distributing materials concerning Association’s activities.
2.3 Establishing contacts and promoting the activities of its members and allies at meetings, conferences, workshops, symposia, etc.
/3/ To work in co-operation and network with similar organisations on issues of common interest.
/4/ To seek international contacts in order to obtain membership or maintain working relations with international organisations, unions and networks, which recognise and support the objectives and goals of the Association
/5/ To provide services which meet the population demand for care and services in the field of family planning and sexual health.
/6/ To train specialists in the sphere of family planning.
/7/ To perform or assign research, development and implementation activities related to family planning and sexual health issues.
Art.4 /1/ The Association performs its activities in accordance with its values, principles and goals.
/2/ The Association cannot carry out any policy of discrimination on the basis of gender, race, creed, age, disability, sexual orientation, ethnic belonging and political belief.
/3/ The Association strictly supports the right to information and to free choice regarding all topics related to family planning, sexual and reproductive health including the choice of contraceptive method. Compulsion in any form cannot be applied in the methods of family planning and reproductive health.
Chapter II
MEMBERSHIP, RIGHTS AND OBLIGATIONS
Membership
Art.5 /1/ Membership in the Association shall be on individual basis.
/2/ Membership of the Association is full with the exception of paid staff and members under the age of 18 – both do not have the right to vote at the General Assembly.
/3/ A full member of the Association may be any capable person who:
3.1 Meets the requirements indicated by Art.1 /3/
3.2 Shares and supports the goals of the Association.
3.3 Accepts and follows the Statutes.
3.4 does not fall under any of the categories as described under 5.2
Application for membership
Art.6 /1/ The candidate for membership submits written application to the Management Board of the Association, in which the applicant should declare, that he/she is accepting the Statutes' clauses.
/2/ The Management Board accepts new members on the basis of the application at its next Board meeting. The Management Board has one-month term after its last meeting to announce its decision.
/3/ In case of disagreement with the decision by the Management board, the candidate can approach the AGM for advice.
Rights and obligations of members
Art.7 Members of the Association are entitled to the following rights:
/1/To elect candidates and nominate themselves for election in the management bodies of the Association, under the condition to be a voting member.
/2/To be informed on the Association activities
/3/ To raise issues of common interest for decision-making.
/4/ To benefit of all the activities of the association as they are mentioned by Art.3 of the Statutes.
/5/ To have access to the social benefits provided by the Association.
/6/ To resign voluntary from membership.
Art.8 Members of the Association have the following obligations:
/1/ To observe and respect the Statutes and the General Assembly decisions.
/2/ To contribute to the fulfilment of the Association goals and objectives.
/3/ To regularly pay annual membership fee to the amount of money and way of payment determined by the General Assembly.
/4/ To not abuse with the Association's interests and not to take actions controversial to its objectives.
/5/ Not to benefit from the membership in the Association during its existence as well as after its termination.
/6/ Not to accept personal gifts from pharmaceutical companies and other providers of goods and services to the Association.
/7/ Not to receive any remuneration from the association, other than reimbursement of expenses, connected exclusively with the activities of the Association.(except for staff that are no voting members)
Art.9 The Association holds members register, which includes the names, addresses and personal data of all members when they are recruited in the Association and is subject of annual update.
Art.10 The membership rights are personal and cannot be devoted to other persons in the case of death
Art.11 For the debts and responsibilities of the Association its members are responsible only up to the foreseen in this Statute membership fees.
Termination of membership
Art. 12 Membership in the Association shall be terminated on one of the following grounds:
/1/ An application for voluntary resignation, in the condition that the
applicant has fulfilled his/hers obligations resulting from his/hers
membership.
/2/ Decease, judicial disability or invalidity of the conditions of art.1/3/.
/3/ Upon not paying membership fee within the period determined
by the General Assembly.
/4/ In the case of suspension of the member from the Board, confirmed by the AGM.
Art.13 /1/A member of the Association can be suspended with a motivated decision of the Association’s Management Board in the following cases:
1.1 Failing to observe the Statutes of the Association.
1.2 Damaging the Association’s image by his/her activities or
behaviour of gross misconduct.
/2/ The decision for expelling could be appealed in front of the General Assembly of the Association.
Art.14 /1/After a voluntary termination of membership, the membership can be renewed under the conditions of art.7/1.
/2/ After termination of membership the Association does not return the fees given.
Chapter III
ORGANISATION AND GOVERNING BODIES
Art.15 /1/The Association is governed by:
1. General Assembly
2. Management Board
3. President
4. Executive Director
/2/ The Management Board can create additional bodies which temporarily or permanently to implement activities connected with the achievement of concrete goals, or implementation of objectives respecting the Statutes.
General Assembly
Art.16 /1/ The General Assembly /GA/ is the supreme body of the Association. It consists of all the Association members, entitled to vote.
/2/ Full members of the Association participate in the General Assembly personally or by proxy. The proxies do not have the right to represent more than one person and to re-authorize third persons. The proxy authorization is written and valid only for the respective GA.
Rights
Art.17 /1/ The General Assembly:
1.1 Accepts, changes and amends the Association’s statutes.
1.2 Approves the organisational structure of the Association.
1.3. Regularly reviews and approves the Strategic Plan of the Association
1.4 Elects and releases members of the Management Board and the President of the Association.
1.5 Determines the amount of the annual membership fee and the way of payment.
1.6 Approves the annual budget, audit, financial plan and balance of the Association.
1.7 Approves the annual report of the Association, presented by the Management Board.
1.8 Considers complains against the Management Board decisions.
1.9 Resolves any issues regarding the Association activities.
1.10 Elects liquidators of the Association in case of termination except in the case of bankrupt.
1.11 Confirms new members and possible dismissal of members
1.12 Winds up and dismiss the Association.
/2/ Minutes of the General Assembly shall be kept. The protocols shall be signed by the Chair-person of the General Assembly and the record-keeper. Minutes shall be stored at least 3 years.
Convention
Art. 18 /1/The General Assembly shall be held at least once a year.
/2/ The General Assembly shall be convened by the Management Board, or if demanded by at least one-tenth of the Association's members. In the last case, the General Assembly shall be convened by the Court, if it is not convened by the Management Board.
/3/ The convocation includes agenda for the AGM, the date, hour and place of the Meeting as well as under which initiative the AGM is convoluted. The Management Board should publish a convocation notice on a visible place at the association premises in the HQ building and additionally is announced in the Trade register
/4/ This should happen at least 30 days before the meeting.
Quorum
Art.19 /1/ The General Assembly shall be considered legible if attended by more than half of the Association's votes
/2/ If the total number of the members of the Association is exceeding 100, the General Assembly recruits one delegate to the extent of maximum 5 voting members. The nomination of delegates must be done in the Association’s units according to approved methodology set in the internal regulations of the Association.
/3/ If the number is not reached, the AGM is delayed with one hour with the same agenda and is legal if at least one third of legal votes is represented
Voting
Art 20. /1/ Every member of the Association shall have one vote only with the exception of paid staff and minor under 18, which do not have the right to vote.
/2/ Other members shall not have the right to vote in the following cases:
2.1 No member has the right to vote on matters concerning himself/herself, his/hers spouse, the collateral branch of his/hers family
up to fourth degree and in-laws up to second degree.
a/ in the decision-making of subjects related to legal bodies in which he/she is on a managing position and can influence or impede the decision-making process.
2.2 Those who commercially manufacture, promote, sell, supply of distribute any products, services or materials used in the practice of family planning.
2.3 Those who are employed directly or indirectly in the activities mentioned in art.21/2/2.
2.4 Those who have any financial or commercial interest in supplying the Association with goods, services or materials.
2.5 Those who are more than one year overdue with their membership fee.
Decision making
Art. 21 /1/ Ordinary voting majority shall vote resolutions of the General Assembly. Resolutions for winding-up, merging of the Association with another organisation, or amendment of the Association’s Statutes shall require at least two thirds of the votes of the total of voting members within the association.
/2/ Voting shall be open except if there is a different decision of the General Assembly. The voting shall be covert in case of election of Management board members or dismiss of management board members.
/3/ It is up to the AGM to decide – or not - on issues that have not been included in the agenda in advance.
Management Board
Art.22 /1/The association is governed and represented by a Management Board /MB/.
/2/ With its decision the MB can delegate the operational management and the representation of the Association to be held by the President of the MB and/or the Executive Director /ED/, together or separately.
/3/ The limitations of the rights and of representation, as well as the responsibilities of the ED are determined by the MB decision.
Art.23 /1/ The Management Board shall consist of voting members, elected by the General Assembly with number not less than 5 and not more than 7 persons, including the President.
/2/ the mandate of the MB is 3 years; no one can be elected for more than three terms.
Art.24 /1/ The MB members are dismissed before the end of their mandate in the following cases:
1.1 Under their personal written request to the GA
1.2 In case of permanent impossibility to fulfil their obligations for more than 6 months
1.3 In case they damage consciously the goods and image of the Association
1.4 In case of death
/2/ In case when the number of MB members goes under 5 including in case of dismissing a member prematurely, in one month time the MB can convene exclusive GA for election of new member/s/ with term by the end of the mandate of the replaced member/s
Rights
Art. 25 /1/The Management Board organises and governs the activities of the Association and performs all the functions not of the exclusive competence of the General Assembly, such as:
1) Elaborates proposals for changes and amendments of the Statutes. Decisions upon the proposals are taken from the General Assembly;
2) Determines the rules and organizes the activities implementation of the Association;
3) Creates and/or dismiss temporary or permanent structures for different activities accomplishment;
4) Appoints and dismiss Executive Director and determines his/her rights and responsibilities and the level of representation.
5) Approves the reports and statements of the created temporary or permanent structures;
6) Assists the preparation and presents to the AGM project for budget and implements the budget regulations of the Association;
7) Assists the preparation of annual activity report for the AGM;
8) Approves new members and temporary dismisses members of the Association till next AGM;
9) Is taking decisions for purchase of lands and buildings, as well as for giving them for rent for not more than one year term;
10) Assures the preservation and management of the assets of the Association;
11) Assures the implementation of General Assembly decisions;
12) Organizes the order for implementing the activities of the Association, including the one in public benefit, and is responsible for that;
/2/ Decisions upon art 26/1/ p.9 and 10, are taken with consensus from all MB members
/3/ MB decisions can be appealed in front of the General Assembly
/4/ MB approves the intrnal regulations of the Association
Meetings
Art. 26 /1/ Meetings of the Management Board shall be convened when
necessary, but not less than once per three months.
/2/ Meeting shall be convened by the President, who has the right to convene the meeting on his/her initiative or on the initiative of one third of its members.
/3/ The President is obliged to convene MB meeting under the written request of one third of the board members. If it is not done one week after the written request submission, everyone from the interested Board members can convene a board meeting.
/4/ If necessary, the MB is convened on exclusive meeting including in case of prematurely dismissing of MB member.
/5/ The convention is done by a written invitation sent from the President of the Association to each member of the Management Board, specifying the date, time and place and agenda of the meeting.
/6/ The invitation has to be sent at least 15 days before the date of the meeting
/7/ The Management Board meeting shall be considered valid, if attended by more than half of its members.
Decisions
Art 27 /1/ The Management Board takes decisions with majority of the present members. A person is considered also present, if there is a bilateral and permanent telephone contact, which guarantees the identification and full participation in the discussion and decision making of the member. The Chair of the meeting notes this participation in the decisions taken and voting in the protocol.
/2/ The President of the Association chairs the Management Board meetings. In case of absence of the President, the Management board elects a Chair of the meeting (vice-President/Treasurer or other).
/3/ Minutes of the Management Board meetings shall be taken and signed by the chair-person, the records keeper and the Executive Director, who is presented to all MB meetings. The protocols shall be stored at least three years.
President
Art.28 /1/ The President of the Association shall be elected directly by the General Assembly from the list of the newly elected Management Board and is Board Member.
/2/ The mandate of the President is for a term of three years, but not more that three terms.
Art.29 /1/ The President of the Association organizes, chairs and takes the responsibility for the work of the MB
/2/ Represents together and separately with the ED the Association
Executive director
Art.30 (1) The Executive Director (ED) has the right to conduct all activities related to the work of the Association, to represent it together and separately with the President, and to delegate to other persons the implementation of particular actions.
(2) The ED has not the right to sell or mortgage lands and buildings of the Association, unless he/she is authorized concretely for this by MB.
(3) The ED:
3.1. Represents the Association together and separately with the President
3.2. Organizes the activities of the Association, assures the management and operative planning, and manages the assets according to rights delegated to him/her.
3.3. Takes part in the MB meetings without right to vote.
3.4. Assures the implementation of MB decisions.
3.5. Prepares the Association’s annual programmes project
3.6 Prepares and presents in front of the MB the annual budget
3.7. Prepares and presents in front of the MB the annual activity report of the Association
3.8. Approves the job descriptions of the Association’s staff.
3.9. Signs and terminates the contracts with Association’s staff.
3.10. Appoints the staff in the country units of the Association.
Conflict of interests
Art.31 (1) All MB members and paid staff of the Association must respect the requirement not to hire, to propose for elections and to elect in the governing bodies of the Association relatives and/or spouses.
(2) All MB members, the ED and paid staff of the Association sign every year declaration for lack of conflict of interest and that them personally, their spouses and relatives:
2.1. Do not produce, sell, supply and/or distribute any type of products, services and materials related to family planning practise.
2.2. Are not directly or indirectly involved in activities mentioned in 2.1.
2.3. Do not have any type of financial or commercial interest in providing the Association with goods, services or materials.
Art.32 The other positions in the Management Board except the President /such as Vice-President, Treasurer, Secretary etc./ shall be elected by the Management Board at their first meeting after the General Assembly.
Art.33 The protocols of the governance bodies meetings are kept in the Association’s registers for at least 3 years, and are accessible to each member, who would like to examine or to obtain a copy or an extract.
Chapter IV
PROPERTY
Art.34. The Association's property shall consist of cash, objects, real estates, rights of use, rights on intellectual property and any other rights that are stipulated by law as an element of a legal body property.
Sources of funding
Art. 35 (1) The financial maintenance of the Association shall be:
1.1. Annual membership fees;
1.2. Voluntary grant instalments and donations from local or foreign persons or legal bodies.
1.3.Grants, projects and any other sources complying with the current legislation.
Art.36 All Association members pay annual membership fee determined by the General Assembly by the end of the respective calendar year
Art.37 Cash funds of the Association shall be kept in bank accounts.
Art.38 The income of the Association, its property and goods cannot even partially be sold or transferred either directly or indirectly as loans, bonuses, dividends or profit to the Association’s members and staff.
Art 39. The Association may form and participate in commercial partnership agreements according to the legislative procedure, with decision of the Management Board.
Art.40. Expenses of the BFPA are done according to Annual Budget, approved by MB and AGM
Chapter V
ACCOUNTABILITY
Art.41 (1) The Association prepares on annual basis report of income and expenditures for the General Assembly, as well as report for Association’s activities, and presents them to independent auditors in the foreseen by the legislation cases.
(2) The activity report includes description of the activities, status of the Association and explanation of the annual financial report
(3) In cases foreseen by the legislation as requiring independent audit, the choice of registered auditor is approved by the Management board
Art.42 Annual financial report, activity report and external audit are presented firstly to the MB, and after that proposed for approval to the GA.
Art.43 In accordance with the Accounting law the association prepares report respecting the principles of openness, credibility and timing.
Registers of the Association
Art. 44 The Association holds the following registers:
(1) Members register book, which includes the names, addresses and personal data of all members when they are recruited in the Association, updated annually.
(2) Minutes from the MB and GA meetings for the last three years
Chapter VI
TRANSFORMATION
Art.45 (1) The Association can transform, divide, merge or unite with another legal non-governmental entity in accordance with country and international legal requirements.
(2) The Association cannot transform into legal non-profit entity in private benefit.
Chapter VII
DISSOLUTION
Art.46 The Association dissolves:
(1) Upon a decision of the General Assembly.
(2) In case the number of its members is less than the number of its Management Board for more than 3 consecutive months.
(3) In case of insolvency.
(4) Upon a court decision.
Chapter VIII
LIQUIDATION
Art.47. In case of dissolution of the activities of the Association, liquidation is done from persons, authorized by the GA, with exception of the case of transformation. All steps are held and right of liquidators are implemented according to the Commercial law.
Art.48. Liquidators are obliged to satisfy creditors from the cash flow or if there is no such or is insufficient, via turning into cash fixed assets and other liabilities.
Art.49. Goods cannot be transferred in any way to:
1. Founders, recent and former members;
2. MB members and staff;
3. Liquidators;
4. Spouses or close relatives of those mentioned in 1,2,and 3.
Art. 50. Goods left after creditors satisfaction are transferred to another NGO with similar goals, accomplishing activities in public benefit, close to the Association ones.
Chapter IX
ERASURE
Art.51. After goods allocation, liquidators are due to request erasure of the association from the Court Register of Sofia.
TRANSITIONAL AND FINAL REGULATIONS
1. The Association is established for an unlimited term.
2. This Statutes last amendments are made at its Annual General Meeting on June 30 2019, based on the statutes approved at the AGM of the Association, held on 1 December 2000 in Sofia and the amendments in the AGM, held on 22.12.2003, and July 18 2018, in approval of which the President had put his signature.
3. Addition to this Statutes are Inner Regulations for the organization and management of the Association.
