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Statute of BAIT

Name and Headquarters

Art. 1.
(1) The non-governmental organisation hereinafter referred to as the "Association" shall be named BULGARIAN ASSOCIATION OF INFORMATION TECHNOLOGIES, which shall be abbreviated as BAIT and this shall be its full name in English language.
(2) The Association's registered office shall be in the city of Sofia.
(3) The Association shall be established for an unlimited period of time.
General Provisions, Aims, Type and Objects

 Art. 2.
(1)    The Association shall be a self-sustained, judicially independent, politically and religiously independent non-governmental organization, constituted to act in the private benefit and protection of its members' common branch interests.
(2)    The Association does not perform any political, trade-union and religious activity.
(3)    The Association can open new branch offices.
Art. 3.
The aims of BAIT shall be:
1. Establishment of informational technologies as a priority branch within the country;
2. Protection of the Association's members' common branch interests;
3. Establishment of loyal business relations on the Bulgarian informational technologies market and free, transparent competition;
4. Assisting state authorities in the process of creation of decrees and by-laws, related to the information technologies development, as well as in the process of supervision and control of their implementation.
5. Assistance for the development and improvement of the educational system in the Republic of Bulgaria, regarding the training of more and better experts in the field of information technologies and increasing the computer literacy of the young generation.

Art. 4.
BAIT shall be directed by a long-term program approved by the General Assembly, namely "Strategic Objectives of BAIT". The document shall be approved every two years and, accordingly, shall be currently updated.
Art. 5.
The Association shall implement its activity in accordance with the effective Bulgarian legislation, with the present Statute of Association, with the Ethic Code of BAIT, the Strategic Objectives of BAIT and by Decisions of its managing bodies. The status is acquired by entering the Association in Sofia City Court Registry.

Art. 6.
The Association implements its activity through the financial support of the annual fees from its members and from the incomes of its own activities. The Association's funds may be expended only for purposes explicitly specified in this Statute.

Art. 7.
(1) The Association may carry out the below listed additional economic objectives, related to the main subject of activity of the Association, which it has been registered for, without generating nor allocating  any profit:
1. Holding meetings, seminars and round tables with the Association's members, as well as with persons invited from all over the country and from abroad, who share the Association's objectives.
2. Organizing of expositions and participation in similar events in the country and abroad related to the Association's subject of activity.
3. Organization of education courses, related to the Association's subject.
4. Publishing activity and performing marketing and other studies related to the Association's subject.
5. Other types of activity related to the Association's subject.
(2) The income is explicitly spent for achieving the purposes, specified in this Statute.
Membership, Rights and Obligations

Art. 8.
(1) Members of the Association shall be Bulgarian and foreign juridical persons and sole proprietors, who have been registered under the Trade Act and whose turnover complies with the requirements of registration as per VAT Act. They should meet the additional requirements for membership in the Association: they voluntarily agree to observe the Statute of Association, the Association Ethic Code and the decisions of the managing bodies, to share the Association's objectives, to pay membership's fee within the terms stipulated thereto and to regularly participate in its managing bodies' work.
(2) As members of the Association may also be admitted authorized representatives for Bulgaria of leading world companies in the field of information technologies, which are not registered under the relevant procedure for exercising independent trade activity on the territory of the country.
(3) The activity of the BAIT's members should be predominantly related to the development, production and trade with products and services in the field of information technologies.
(4) By Decision of the General Assembly, the right of parallel membership in BAIT and in other associations may be restricted.
(5) By decision of the General Assembly, the Association can accept as collective members other NGOs working in the field of the information and communication technologies accept the Statute and share the Program and the other documents of the Association. The collective membership of a certain organization does not automatically authorize its members for membership in the Association.
Art. 9.
(1) The acceptance of new members of the Association shall be effected by the General Assembly by way of ordinary majority from the members present, by proposal of the Managing Board after a written membership application on behalf of the applicant for membership, stating he accepts and would observe the Status of the Association and the Association's Ethic Code, and after submitting evidence of his legitimate identity. Each application should be accompanied by two written recommendations from the Associations' members, who are not members of the Managing Board. The third recommendation shall be submitted by BAIT's Managing Board, which  either supports or pronounces against the admission of the respective company as member of the Association.
Termination of BAIT Membership

Art. 10.
(1) Membership shall be terminated:
1. By means of unilateral statement to the Association's Managing Board
2. Upon termination of the juridical person, member of the Association.
3. For reasons of expulsion.
4. Upon invalidation due to non payment of the membership's fee or non participation in the General Assembly.
5. Upon termination of the Association
(2) Member of the Association shall be expelled as a result of his misconduct, which makes his further membership incompatible with the Association's objectives, with its Ethic Code and is in breach of the good business practices.
(3) The decision for expulsion of an Association's member shall be taken by the General Assembly with a majority of 2/3 of the votes of all BAIT’s members present.
(4) Expulsion shall become effective on the date of decision-making and shall be announced in writing to the expelled member.
(5) Expelled BAIT's member may apply again for admission with the Association after the expiration of one year's term as of imposing the penalty.
(6) A member of the Association shall be dropped out upon:
1. Not paying timely the annual membership fee established by the General Assembly, providing the member has twice been invited within the accounting period to settle down this liability.
2. Not participation, without a valid reason in the work of three successive sessions of the General Assembly of the Association, which he has been invited to pursuant the provisions of the present Statute of Association.
(7) In all cases of membership termination, the Association does not re-fund the membership fee for the current year paid by the expelled or dismissed member.

Art. 11.
The members of the Association shall have the following rights:
1. To vote and to be elected in the Association bodies.
2. To participate and to be regularly informed of the Association's activity.
3. To be rendered aid on behalf of the Association upon implementation activities, relevant to this Statute of Association.
4. To leave the Association.
5. To address the Commission of Ethics in any case of breach of the good business and trade practices by other members of the Association.
6. To summon extra-ordinary sessions of the General Assembly according to the regular proceeding administered by this present Statute.

Art. 12.
The members of the Association shall undertake to:
1. Observe the Statute and the Ethic Code of the Association.
2. To participate in the work of the General Assembly and to implement its decisions.
3. To act in the benefit of the Association and to render assistance for the realization of its bodies' decisions, made in compliance with this Statute.
4. To pay regularly the membership's fee within the terms and conditions, specified herein.
5. To acknowledge and perform all court and out-of-court judgments on disputes with the Association.
Association bodies

Art. 13.
Association bodies are:
1. The General Assembly
2. The Managing Board
3. The Supervisory Board
4. The Commission of Ethics
General Assembly

Art. 14.
The General Assembly shall be the Association's supreme managing body. It shall consist of all the Association members.
Art. 15.
(1) The General Assembly shall:
1. Admit and amend the Statute and the Ethic Code.
2. Admit other internal decrees
3. Determine the size, way and terms of payment of the membership's fee.
4. Determine the number of Supervisory Board members, elect and dismiss them. Elect and dismiss the Supervisory Board Chairman.
5. Elect and dismiss the members of the Managing Board.
6. Elect and dismiss the Chairman of the Managing Board from the staff of the Management Board.
7. Elect and dismiss the Ethics Commission Chairman.
8. Determine the Strategic Objectives for the activity of the Association and the annual tasks of the Managing Board.
9.  Admit new members to the Association and take decisions for dismissing members.
10.Take decision for the transformation or termination of the Association.
11. Approve the budget of the Association.
12. Take decisions on the issues of the Association activity, brought to discussion by the Managing Board and the Supervisory Board.
13. Approve the report on the activity of the Managing Board.
14. Approve the statement of the Supervisory Board
15. Repeal decisions of the other bodies of the Association which counteract the law, statute or any other internal decrees, regulating the Association activity.
16. Elect independent auditor of the Association.
17. Take decision for closing and opening branch offices.
18. Take decisions for participation of the Association in other organizations.
19. Take any other decisions, as provided by this Statute.
(2) The rights provisioned in Art. 15 cannot be assigned to other bodies of the Associations.
(3) The decisions of the General Assembly are mandatory to the other bodies of the Association;
(4) The decisions of the General Assembly are subject to court control concerning their lawfulness and correspondence to the Statute;
(5) The decisions of the Association bodies that are taken contrary to law, Statute or any previously taken decision of the General Assembly can be disputed with the General Assembly upon the written request of the members affected or of any other body of the Association, addressed within a one-month term from their acknowledgment, but no later than one year as from the date of decision taking.
(6) The disputes mentioned in par. 4 can be raised with the Court of registration of the Association by any member or body of the Association, or by a prosecutor within a one-month term as from the date of acknowledging them, but no later than one year as from the date of decision taking.

Art. 16.
(1) The General Assembly shall be summoned minimum twice per year at a regular session, by the Managing Board on its initiative in a settlement, where the Association's registered office is. If required and on the initiative of the Managing Board or of one-third from the Association’s members, an extra-ordinary session can be summoned. Provided that, within a one-month term in this afore mentioned case, the Managing Board fails to send a written invitation for summoning the General Assembly, the latter is summoned by the Court of registration of the Association upon the written request of the members affected or by an authorized by them person.
(2) The invitation shall contain the Agenda, the date, the time and place of holding the General Assembly and on whose initiative it is summoned.
(3) The invitation shall be promulgated by a national media or on the site of the Association and is placed in the notification place on the building where the Association's registered office is located, at least two weeks before the specified session date.
(4) On any issues not included in the notification of the invitation Agenda, no decisions can be taken.

Art. 17.
(1) The General Assembly is lawful, provided at least half the members of the Association plus one, are present.
(2) In case at the time specified, the required number of members fails to appear, the General Assembly's session shall be held one hour later at the same Agenda and at the same place and shall be considered lawful regardless the number of the members present.
(3) The General Assembly's session shall be managed by the Managing Board Chairman except for the procedure for electing a new Managing Board and a its Chairman.
(4) At its extra-ordinary session, the General Assembly can elect someone else of its members to enact as a chairman of this session.
(5) A minutes’ Record is kept at the General Assembly's sessions, which shall be signed by the Managing Board Chairman or by the person who has chaired the session and by the person, who has made the minutes’ Record. Their signatures shall certify and attest the authenticity of the Record.
(6) Employees of leading positions in the Association or other invited guests may take part in the General Assembly's work, whereas both of them shall have no right to vote. The General Assembly gives its consent to the presence of these persons.

Art. 18.
(1) Every member of the General Assembly shall have the right of a single vote in it.
(2) Members, who are not able to take part, due to valid reasons, in the work of the General Assembly, may entitle a third person, to represent them.
(3) One person may represent only one member of the General Assembly by virtue of a written power of attorney. Re-authorization shall not be allowed.
(4) Unless otherwise provided in these Statute, the General Assembly shall make decisions with an ordinary majority of the members present.
(5) Amendments and supplements to the Statute, as well as acceptance of a new Statute of the Association, shall be all made through a majority consisting of two thirds of the members present.
(6) Decisions for transformation or termination of the Association shall be made by a majority of two thirds of the members present provided the following conditions are observed:
1. The General Assembly is summoned on this specific occasion.
2. The General Assembly's session has been attended by no less than half the members of the Association.
3. Providied that less than half of the Association members take part in the General Assembly's session, a new session shall be summoned within a two months' term. On this session decisions shall be made by two thirds from the votes of all the attendants.
(7) Decision shall not be made on any issues, not included in the agenda, announced in the invitation.
Managing Board

Art. 19.
(1) Association's Managing body shall be the Managing Board, consisting of 7 members. The Managing Board shall manage and represent the Association and implement all functions, which are not of the exclusive competence of the General Assembly.
(2) The Managing Board shall be elected by the General Assembly for a two years' term and shall report before the General Assembly.
(3) The number of members of the Managing Board with more than 50% of foreign capital may not exceed half of the total number of the Managing Board's members.
(4) The applicants for members of the Managing Board should not be related to any public political activity nor to any political parties, and in their activity they should by no means challenge the authority of the Association, and they should have contributed to the development of the Association by their work in some of its subsidiary bodies.
(5) No members of the Managing Board nor Chairmen to any of the managing bodies of the Association can be elected among persons who participate either through their firms or physically in person in the management of other organizations which subject of activity is similar to that of the Association’s subject of activity.
(6) Members of the Managing Board shall be elected among the representatives as per the registration of the BAIT-member companies. They take part in its work personally and have no right to authorize their representatives to participate in the sessions of the Managing Board.
(7) The holding corporate structures, or any related persons as per the Trade Act legislative meaning, can have no more than one representative in the Managing Board.
(8) Managing Board members are elected through secret ballot by General Assembly members.
(9) General Assembly members perform their activities for free on social grounds and do not obtain any remuneration for this.
(10) The Managing Board shall create its subsidiary bodies - sections and commissions, related to the basic Association's activities.
(11) Management Board (MB) members sign a Confidentiality Declaration obligating them not to disclose to any persons who are not members of the Association any obtained by the MB-members information in their status as members of the  Managing Board and which information may be harmful to the  interests of the Association.
Rights of the Managing Board

Art. 20.
The Managing Board shall:
1. Exercise the management of the Association and determine the amount of authorization power of its members.
2. Elect deputy chairman of the Association.
3. Submit to propose to the General Assembly applications for the election of new Association members, and offer draft-decisions for expulsion of Association members.
4. Provide the implementation of the General Assembly’ s decisions.
5. Control the property of the Association in observing the Provisions of this Statute.
6. Prepare and submit at the General Assembly draft of the budget.
7. Prepare and submit to the General Assembly an Association  Activity Report on an annual basis.
8. Determine the procedure and organize the implementation of the Association activity bearing the responsibility for it.
9. Elect, appoint and dismiss permanently appointed Association's Secretariat Executive Director and employees.
10. Delegate managing rights and representative functions to the permanent staff in relation to organizing and managing the daily operative activity of the Association.
11. Specify the Association's address.
12. Take decisions on all issues, which according to the law or this Statute, are not of the exclusive competence of the General Assembly.
13. The Managing Board shall approve a Regulations Manual for its activity organization.
14. Delegate to its members the right to express BAIT's official statement on the grounds of decisions adopted by voting. No member of the Managing Board shall have the right to engage the Association with statements on which there is no officially adopted statement issued by the collective bodies.
15. Implement the obligations stipulated in the Statute.
16. Make one-year plans for its work, which shall be approved by the General Assembly.
Sessions of the Managing Board

Art. 21.
(1) Sessions of the Managing Board shall be summoned at least once monthly and shall be managed by the Chairman of the Managing Board.
(2) The Chairman undertakes to summon sessions of the Managing Board upon written request of one third of its members. Provided that the Chairman does not summon a session within one week as of such written request having been filed in, session, therefore may be summoned by any of the affected members of the Managing Board. Upon absence of the Chairman the session shall be managed by the deputy Chairman or by another member appointed by the Managing Board.
(3) The Managing Board's session shall be considered lawful and it may take decisions, provided the session is attended by more than half its members. The executive director shall take part in the sessions of the Managing Board with the right of a deliberative vote.
(4) Attending person shall be also considered a person who is the one-end user of a bilateral telephone, vodeo-conferent or other type of communication, guaranteeing the verification of his identity and allowing his participation in the discussion and decision making. The vote of such a member shall be certified in the Minute’s Record of the chairman of the session.
(5) Minutes’ Record shall be kept on the sessions of the Managing Board, and it shall be signed by the Chairman of the Managing Board, by the person taking down the minutes and by all the attending members of the Board. The Minutes’ Record from each session of the Managing Board shall be accepted by the Managing Board at the first subsequent session.
(6) The Managing Board shall take decisions by force of ordinary majority from the members present, and decisions that propose the liquidation of the Association, for controlling the Association's property and for determining of the procedure and organizing the activity of the Association shall be done unanimously.
(7) The Managing Board may take decisions, including when not personally present, provided the Minutes’ Record of decisions taken is signed without any remarks and objections by all the members of the Managing Board.
(8) The Managing Board shall create subsidiary Association bodies (sections, commissions) and shall specify the number of their staff , their functions, working rules and choice.
Chairman of the Association

Art. 22.
(1) the Association's Chairman of the Managing Board shall be elected by the General Assembly through ordinary majority by the members present for a two years' mandate and shall take his position immediately after his election. The election is done by secret ballot.
(2) The Chairman should be a Bulgarian citizen, manager of a company with more than 50% of Bulgarian capital.
(3) One and the same natural person or representative of one and the same juridical person shall not have the right to be elected for two subsequent mandates as Chairman of the Managing Board.
(4) Provided the position of a Chairman fails to be taken before the expiration of his mandate, the deputy chairman shall automatically become Chairman of the Managing Board until the next General Assembly is held, on which a new Chairman of the managing Board is to be elected. Provided the deputy chairman fails to take the position of Chairman of the Managing Board, the Managing Board shall upon its sole discretion determine one of its members to temporarily implement the Chairman's functions, whereas the latter undertakes to immediately summon an exclusive session of the General Assembly for the election of a new Association's Chairman.
Supervisory Board

Art. 23.
(1) The Control Council is a body of the General Assembly of the Association. It constitutes of 3 or 5 natural persons, presidents of companies, and it can include no more than one representative member of any member of the Association. The Control Council members take part in its work personally with no right to authorize any of their representatives to take part in the work of the Control Council.
(2) Control Council members and Control Council Chairman are elected from the General Assembly by an open vote and ordinary majority for a period of two years. No person, neither natural person nor juridical entity, can be elected for two consecutive years as Control Council Chairman.
(3) The Control Council Chairman organizes and manages the activity of the Control Council.
(4) The Control Council performs the complete financial checking and controlling activity on the Association budget implementation, on the decisions of the  Association bodies (General Assembly, Managing Board), and also on these deriving out of the normative decrees and inside structure documents. It regularly sits in session once every three months.
(5) In order to implement its functions, the Control Council has the right to access to any and all the documents of the Association. Its members sign a Declaration of Confidentiality obliging them not to disclose any classified information which might harm the interests of the Association.
(6) In establishing any case of breach of the financial, contractual and statute discipline, the Supervisory Board notifies the Managing Board.
(7) The Supervisory Board
reports to the General Assembly which controls its activity.
8) The Supervisory Board mandate coincides with the Managing Board mandate.
Art. 24.
(1) The sessions of the Supervisory Board (SB)are summoned and chaired by its Chairman. The latter is bound to summon the session of the Supervisory Board upon the written request of more than half the number of its members. In case the Chairman fails to summon a session of the Supervisory Board within one-week term, the session can be summoned from the SB members who have requested it. In case the Chairman of the session is absent, the session is presided by a member of the Council, who is elected among the staff present.
(2) The Supervisory Board can take decisions, provided the session is attended by more than half its members.
(3) A member is considered to be present at the session, provided there is a bilateral telephone or other type of communication available, to guarantee establishing of the person’s identity and enabling his participating in the discussion and decision taking. This member’s vote is verified by the chairman of the session in the Minutes’ Record.
(4) Decisions are taken by ordinary majority from the staff present.
(5) The Supervisory Board can take decisions even without holding sessions, provided the Minutes’ Record for the decisions taken is signed without any objections nor remarks concerning the issue mentioned from the part of all the members of the Supervisory Board.
Commission of Ethics, Arbitration of Disputes and Consideration of the Members Conduct

Art. 25
(1)    The Commission of Ethics consists of three members and represents a subsidiary body to the General Assembly.
(2)    The Commission considers and decides or introduces to the General Assembly the draft-proposals for solving any conflicts, deriving in the inter-relations between the Members of the Association.
(3)    In its activity and decisions-taking, the Commission is governed by the Ethic Code and the Statute of the Association as approved by the General Assembly.
(4)    The Commission members, herein including its Chairman, are to be elected by the General Assembly for a period of two years.
The Commission introduces to the General Assembly proposals for decisions
Executive Director

Art. 26
(1)    Organizes the implementation of the decisions of the Managing Board of the Association.
(2)    Performs the operative management of the staff personnel in the office secretariat, provides the maintenance and preserving the propriety of the Association.
(3)    The Executive Director is appointed and dismissed by the managing Board.
(4)    The Managing Board authorizes powers and responsibilities to the Executive Director in the Working Rules of the latter.
(5)    The Executive Director is a Manager of the whole staff on pay-roll at the Assembly, and he/ she him-/ herself is also a paid employee with the Association.
(6)    The Executive Director is at the direct submission of the Managing Board and reports to the latter.
He/ she can represent the Association at specific occasions upon decision of the Managing Board.
Independent Auditor

Art. 27.
(1)    The General Assembly selects an independent auditing company, as proposed by the Managing Board, for the purpose of attestation and legalization of the Annual Account Balance Report of the Association. 
(2)    The independent auditor is expected to attest the overall financial status and resources spending of the Association in respect to their conformity with the objectives of the Association and with the requirements of the national account standards.
The independent auditor submits to the Managing Board a written report for performing the financial assessment, and this report is brought to the knowledge of the General Assembly.
Association Property and Activity Financing

Art. 28.
(1) The  propriety of the Association consists of:
1. Financial resources.
2. Movable property and real estate property.
(2) The Association property is to be exclusively used for achieving the objectives as defined by this Statute.
Art. 29.
The Association collects the financial resources needed for its activity from:
1. The annual membership fee which is collected in the order and to the amount as stipulated by the General Assembly. The membership fee is payable by the Association members until January the 30th of the current year. The newly enrolled members owe their first membership fee within one month after their enrollment. The members, enrolled during the second half of the year owe half of their due fee.
2. Grants from natural and juridical persons, both Bulgarian and foreign.
3. Stock shares and fund raising campaigns.
4. State subsidies.
Economic activities related to the main subject of activity, for which the Association is registered.
Termination and Liquidation

Art. 30.
(1) The Association is terminated:
1. By decision of the General Assembly, according to Art. 15, par. 1, item 11 of this Statute.
2. By decision of the Regional Court of Law as per the place of Association registration, in cases of:
a) failure to be constituted as per the lawful procedure;
b) performing activity that contradicts law or is opposing the social order or good manners;
c) is declared bankrupt.
(2) The court decision as per par.1, item 2, is ordered by request of any affected person or by a prosecutor’s request.
(3) In the cases of par.2 the termination is officially registered, whereas the Court appoints a liquidator.
Art. 31.
(1) Liquidation is done upon termination of the Association.
(2) Liquidation is done by the managing body or by an authorized by it person.
(3) Concerning solvency, bankruptcy, accordingly, the liquidation order and the rights authorized to the liquidator are applied as per the Trade Act regulations.
(4) Allocation of the remaining property of the Association, after satisfying the creditors’ demands, is done according to:
1. the Statute.
2. The decision of the last General Assembly when the Association termination decision is taken, whereas the property is to be transferred to another cognate organization, working on the objectives estimated in this Statute.
(5) Provided there are no existing persons according to par. 4, or in case those are unavailable to determine, the property is transferred on to the municipality by location of the Association. The municipality is bound to submit the property obtained for the purpose of performing activity which is as close to the major objective of the terminated Association as possible.
(6) The property as defined by the previous paragraphs is not liable to allocation, selling nor is by any means transferred to a liquidator, appointed beyond the circle of persons as per par. 5, excluding for the remuneration due to them.
(7) The persons who have acquired any property as a result of the liquidation done as per par. 4-6, bear responsibility for the obligations of the terminated Association up to the limit of the property they have thus acquired.
Final Regulations

Art. 32.
(1)    This Statute is passed by the General Assembly of the Association “Bulgarian Association of Information Technologies” on June 14, 2007 and is enforced from the date of its passing.
(2)    The Association has a round seal reading ‘Bulgarian Association of Information Technologies” – BAIT.
(3)    Any issues not settled hereby in this Statute, are to be solved by the regulations of the  NGOs Act.
(4)    By passing this BAIT Statute, the former Statute ceases to act.