I. GENERAL TERMS

Name, seat and operation term
Article 1.

• /1/ The association, called “Bulgarian National Committee of the International Council for Monuments of culture and their sites”, briefly “Bulgarian National Committee of ICOMOS”, is a non-profitable organization – a juridical person, having its seat in Sofia, municipality Sredetz, 11, Slaveykov square, floor VI, Sofia 1000; registered under business lawsuit № 13321 of the Sofia Town Court from 1995; BULSTAT code: 121112103 - U.
• /2/ It is constituted for an unlimited period of time and is subject to Bulgarian legislation, entirely keeping close to the Charter of the International Council on Monuments and sites /ICOMOS/, as far as it does not contradict the Bulgarian legislation. The members of the Association are members of ICOMOS, according to Article 13 /b/ of the ICOMOS Charter.
• /3/ The Association is free to determine its objectives and determines its own status as organization acting for the public benefit.
• /4/ The defining as organization acting for the public benefit is irreversible after the registration of this circumstance in the register of the non-profitable juridical persons in the region of the country court by the seat of the non-profitable Association.
• /5/ The Association, as a non-profitable juridical person, determined to act for the public benefit, is subject to registration in a special Central register in the Ministry of justice.

Objective and activities of the Association

Article 2.
The aim of the Bulgarian National Committee of ICOMOS, in accordance with the Charter of the International organization, is to assist in the investigation, preservation and enhancement of the values of the cultural heritage: monuments of culture, historical areas, towns, ensembles and sites, as well as in the use and promotion of the heritage. It participates in all activities of ICOMOS, set in Article 5 of the Charter of the International organization, namely:

1. Supports and stimulates actions and intentions, aiming at the investigation, preservation, development, use and enhancement of the values, as well as promotion of the cultural heritage. Regarding the above, it co-operates with the central and local authorities, assists in their contacts with the institutions and persons responsible for carrying out the above functions, mediates for their presentation in the international organizations, participates with its authorized representatives in their expert bodies;
2. Collects, investigates and distributes information for the principles, methods and policy of preservation, safeguard, reanimation, use and promotion of the cultural heritage;
3. Co-operates at national and international level for the development of centers for scientific documentation on the investigation, preservation, use and promotion of the cultural heritage, as well as concerning the research and practical application of the traditional building methods;
4. Stimulates the adoption and application of the international standard regulations related to the investigation, preservation, use and promotion of the cultural heritage;
5. Co-operates in the development of educational programs for training of specialists in the field of investigation, preservation, use and promotion of the cultural heritage;
6. Contributes to the exchange of experience, co-ordination and joint action of:
   • The municipalities, to which the historical settlements belong and where monuments of culture are located, included in the World Cultural and Natural Heritage List; in case of need – also neighboring municipalities, showing interest in this field;
   • Regional and local organizations, whose aims are related to the cultural heritage.
7. Implements the decisions of the General Assemblies of ICOMOS and the programs, submitted by the Advisory and Executive Committees of ICOMOS, observing the Bulgarian legislation.
8. Establishes and keeps close contacts with UNESCO, the World Heritage Committee, the International Scientific-Research Center for Conservation and Restoration of Cultural Monuments in Rome (ICCROM), the Committee for Cultural Heritage by the Council of Europe, ICOM, regional centers for preservation under the aegis of UNESCO, as well as other international and regional organizations and institutions, with similar aims;
9. The Association, determined as a non-profitable juridical person, acting for the public benefit, uses its property for:
   • The implementation of its objectives and tasks, as pointed above;
   • The development and enhancement of the spiritual values, public society, education, science, culture, techniques, technologies;
   • Assistance to people in need and handicapped;
   • Supporting of the social integration and personal implementation;
   • Defense of human rights or of the natural environment;
   • Other objectives set by the law.

Article 3.

For the implementation of its objectives, the Bulgarian National Committee of ICOMOS:

1. 1. Carries out activities, stimulating the financing by the society, the Government, the proper foundations and institutions of the investigation, preservation, use and enhancement of the assets, the promotion of the cultural heritage and all other activities, corresponding to the objectives of ICOMOS, as pointed above.
2. Organizes forums of ICOMOS, scientific meetings, symposia, conferences, scientific business trips, workshops and training programs, exhibitions and other public events.
3. Organizes activities, aiming at attracting the public and personal interest to the cultural heritage, especially of the young generation, such as school programs, internships, seminars etc.
4. Forms permanent and temporary groups, working on problems related to the preservation of the monuments of culture, historical settlements, ensembles and sites; develops programs, submits proposals and carries out expert activities in this field.
5. Publishes and distributes all kind of information related to this topic, using all permissible by law means of the mass media, including publishing and advertising activities.
6. Finances sets special funds and develops various forms of financial assistance for the preservation of the cultural heritage.
7. Carries out extra economic activities, only when they are directly related to the subject of the main activity of the Association, using the incomes for the implementation of the objectives, as pointed in Article 2 of the Charter.
8. The subject of the economic activity is determined in accordance with the Charter of the Association.
   Membership admittance

Article 4.

/1/ By the formation of its structures, the Bulgarian National Committee of ICOMOS follows strictly the requirements of Article 6 of the Charter of ICOMOS, and consists of the following types of members:

1. Individual members: active physical persons, whose professional and other activity is related to their competence in the field of preservation of the cultural heritage. The number of the individual members of the Association could not be less than five, according to Article 13 (a) of the Charter of ICOMOS.
2. Group members: juridical persons, regardless of their character, dealing with the investigation, preservation, safeguard, reanimation and promotion of the cultural heritage; who own or feel responsible for monuments of culture, historical settlements, town, ensembles and sites; as well as those who devote their entire or partial activity to one or several of the above functions.
3. Charity members: active physical or juridical persons, willing to support and assist in the implementation of the objectives of the Bulgarian National Committee of ICOMOS, to assist by providing grants or by adding their contribution in the field of international co-operation related to the cultural heritage preservation. Charity members are not supposed to deal obligatory with activities directly related to the preservation of the cultural heritage or to be professionally competent in this field.
4. Honorary members: individuals with outstanding contribution in the field of preservation of the cultural heritage and by rights – the former chairmen of the Bulgarian National Committee of ICOMOS, defined as honorary chairmen.

/2/ Membership applications are addressed to the Council of managers (Управителния съвет) and are submitted in the headquarters of the Association; The Council of managers takes its decision on its next meeting. The applicants for individual and group members, are obliged to present when applying for membership, two guarantees – members of ICOMOS and must be approved by the Council of managers of the Association. The Council of managers honors charity members. An authorized person represents group members. The Council of managers announces the names of the newly accepted members in ICOMOS Secretariat, according to Article 13 of the Charter of the International organization.

/3/ The individual, group and charity members are obliged to pay annual membership fee, the amount of which is determined by the General Assembly, different for the three types of members, in accordance with the decisions taken by the Executive Committee of the International organization - ICOMOS. Honorary members do not pay membership fee, according to Article 6 (e) of the Charter of ICOMOS.

Termination of membership

Article 5.

/1/ the membership is terminated:

1. By unilateral written will-statement on behalf of the Association;
2. In case of death or judicial disability;
3. By expulsion – due to Law or Charter infringement;
4. By termination of the Association;
5. By dropping out – due to non-payment of the membership fee.

/2/ The membership termination is executed by the Council of managers or in case of appeal – by the General Assembly. The member affected is invited for explanation in advance.

II. BODIES

General Assembly

Article 6.

/1/ The General assembly is the collective supreme body of the Bulgarian National Committee of ICOMOS. It includes all members of the Association.

/2/ The General assembly meets at least once a year and at the request of the Council of managers or of 1/10 of the members of the Association.

/3/ The invitations for the General assembly include information for: the initiator, the agenda, the place, date and time of the meeting of the General assembly, and is sent personally to all members of the Association at least 10 days before the fixed date of the meeting.

/4/ Rights of the General assembly:

1. To change and complete the Charter of the Association.
2. To accept other inter-regulations.
3. To elect and discharge members of the Council of managers and the Control council.
4. To admit and discharge members; to admit the honorary members of the Bulgarian National Committee of ICOMOS and nominate the honorary members of the International organization.
5. To take decisions for opening and closing of branch offices.
6. To take decisions for participation in other organizations.
7. To take decisions for transformation or termination of the Association.
8. To accept the general scope and programs concerning the activities of the Association.
9. To approve the financing account of the last year and the budget of the forthcoming one.
10. To take decisions for the amount of the membership fee or of the property fees.
11. To approve the report for the activity of the Council of managers and the report of the Control council.
12. To cancel the decisions of the other bodies of the Association, contradicting to the Law, the Charter and to other inter-regulations of the Association.
13. To take other decisions, considered in the Charter.

/5/ The rights in paragraph /4/, items 1, 3, 7, 9, 11 and 12 could not be assigned to other bodies of the Association.

/6/ The decisions of the General assembly are obligatory for the other bodies of the Association.

/7/ The decisions of the General assembly are subject to legal control concerning their conformity with the Law and the Charter.

/8/ The decisions of the bodies of the Assembly, taken in contradiction to the Law, the Charter and to former decisions of the general assembly, are contestable at the General assembly at the request of the interested members of the Association or of some its bodies, within one month from their announcement, but not later than 1 year from the date when the decision is taken.

/9/ The arguments on paragraph /7/ are subject to court by any member of the Association or any of its bodies, or by the public prosecutor within one month after their announcement, but not later than 1 year from the date when the decision is taken.

/10/ The General assembly is considered to be legitimate only when more then Ѕ of all members are present. If the members present are less, the meeting is postponed for 1 hour at the same place and the same agenda and is considered to be legitimate, regardless of the number of members present.

/11/ Every member has the right of one vote in the General assembly. One person can represent not more than three other members of the General assembly - on the basis of written letter of attorney. Re-authorization is not admitted.

/12/ Member of the General assembly has no right to vote on matters related to:

• Himself, his wife (husband) or some relatives – with no restrictions, by the lateral branch – to forth degree, or by marriage – to second degree, included;
• Juridical persons, where he is a manager or could enforce or hinder the taking of decisions.

/13/ the decisions of the General assembly are accepted by majority of the voting members.

/14/ The decisions on Article 6., paragraph /4/, item 1 and 7 are accepted by majority 2/3 of the voting members.

/15/ Decisions on matters not included in the agenda could not be accepted.

The Council of managers

Article 7.

/1/ The Bulgarian National Committee of ICOMOS is managed by the Council of managers. It consists of 3 to 19 individual members. The membership of the Council of managers must reflect the complex character of all activities related to the preservation of the immovable monuments of culture.

/2/ The members of the Council of managers are elected by secret vote ballot for a period of 3 years by the General assembly, for not more than 3 successive three-years mandates, according to Article 10, paragraph /2/ from the Charter of the International organization.

/3/ The Council of managers approves the voting members of ICOMOS, participating in the respective General assemblies of ICOMOS.

/4/ The meetings of the Council of managers are appointed and managed by the Chairman. The chairman is obliged to call the Council of managers at the written request of 1/3 of its members. If the chairmen do not call the meeting of the Council of managers within one week, it could be called by any of the interested members of the Council of managers. In case of absence of the chairman, the meeting is chaired by any of its members, nominated by the Council of managers.

/5/ The Council of managers could take decisions, if more than half of its members are present at the meeting.

/6/ As present is considered also a person with bilateral telephone or other connection, which could guarantee his identity and enable the discussion and taking of decisions. The chairman of the meeting certifies the vote of this member in the Protocol.

/7/ The decisions of the Council of managers, in accordance with Article 32, paragraph /4/ of the law for non-profitable juridical persons, are approved by the majority of the present members, while the decisions on article 7, paragraph /11/, item 3, 6 and 16 of the Charter – with the majority of all members of the Council of managers.

/8/ The Council of managers could take a decision also without calling a meeting, in case the Protocol of the decision taken is signed without objections and remarks by all its members.

/9/ The members of the Council of managers remunerated for their functions in the Association. Subject to reimbursement are only expenses, result of the implementation of the annual program of the activity of the Association, or by a special decision of the Council of managers, on the basis of documents presented.

/10/ The honorable members of the Association and individuals with working contracts could participate in the meetings of the Council of managers, only as advisory powers.

/11/ The Council of managers has the following rights:

1. To represent the Association, as well as to set the scope of the representative power of any of its members;
2. To provide the execution of decisions of the General assembly;
3. To manage the property of the Association keeping strictly to the requirements of the Charter;
4. To develop and put forward the budgets project in the General assembly;
5. To develop and put forward the report for the activity of the Association in the General assembly;
6. To organize the implementation of the activities of the Association, including the one for public benefit, and to bear the responsibility for this;
7. To fix the address of the Association;
8. To take decisions on all matters, which according to the Law and the Charter do not belong to the rights of other bodies;
9. To perform its duties, as pointed in the Charter.
10. To take decisions for the formation or participation in profitable companies and corporations, for raising funds, as well as for participation in various forms of partnership for the implementation of the non-profitable aims of the Association.
11. To take decisions for acquiring immovable property.
12. To elect among its members for a period of 3 years Executive board, consisting of: Chairman, Deputy-chairman, General secretary and Treasurer. The Executive board has operation functions, set by the Council of managers.
13. To approve and admit individual and charity members of the Association, to expel members, to put forward for decision to the General assembly all cases of appeal by admitting and expelling of members.
14. To fix the number, position and salaries of the paid staff of the Association.
15. To approve other financing resources;
16. By termination of the Association, it carries out the liquidation itself or determines the liquidator.

Chairman, Deputy-chairman, General secretary, Treasurer

Article 8.

/1/ The Chairman of the Bulgarian National Committee of ICOMOS represents the Association. He calls and chairs the meetings of the Council of mangers and the Executive board, proposes their agenda. He could delegate part of his rights to members of the Executive board. The latter represents the Association in the Advisory Committee of ICOMOS and considers the inter-relations between the Secretariat and all other national and scientific committees of the International organization.

/2/ The Deputy-chairman supports or acts as Chairman. He assists the chairman by the implementation of his activities. Regarding this, the Chairman could delegate some of his rights to him.

/3/ The General secretary is responsible for the management and the work of the personnel, as well as for the contract staff of the Association; he composes the protocols of the meetings of the Council of managers and the Executive board; he is responsible for the implementation of the plan of the Association.

/4/ The Treasurer is responsible for the financial operations of the Bulgarian National Committee of ICOMOS. He develops the financial accounts and the annual budget – projects, sanctions the expenses, controls payments following the instructions of the Executive board.

/5/ In case the number of individual members in the Association reaches its minimum – five people, the Executive board functions as Council of managers.
There is no Deputy-chairman in this case.

Control council

Article 9.

/1/ The Control council consists of 3 to 5 members and is elected by the General assembly for a period of 3 years.

/2/ The Control council controls the legality of the actions of the Council of mangers and the finances of the Association.

/3/ Its meetings are considered to be lawful, when more than half of its members are present.

/4/ The Control council:

1. Controls the execution of the decisions of the General assembly, concerning the budget, incomes and expenses of the Association.
2. Controls the implementation of the economic programs, as well as the strict accounting.
3. Has the right to control, inspect, and make inventories, reporting the result to the respective authorities.
4. Property

Article 10.

/1/ The property consists of property right, other laws of estate, rights on intellectual property, know-how, receipts in BGN and foreign currency.

/2/ The property is acquired from:

1. Membership fee of the members of the Association;
2. Donations and wills;
3. Sponsorship;
4. Assistance from the State;
5. Incomes from economic activities of the Association and from all partner-trade companies, as well as from all legal activities for raising of funds of the non-profitable associations.

Accountancy

Article 11.

/1/ The Association keeps the books with the protocols of the meetings of the collective bodies. The chairman of the meeting of the collective body and the compiler of the protocol certify and guarantee for its content.

/2/ The Association prepares the annual report for its activities, including the following data:

1. The most important activities, the expenses for them, their relation with the objectives and programs of the organization and the results achieved;
2. The amount of the acquired property and the incomes from other activities for raising of funds;
3. The financial result;
4. Documents proving the expenses.

/3/ The report for the activities of the Association is public. The announcement for its elaboration, as well as the place, time and way of getting acquainted with it is published in the bulletin of the central register.

/4/ At least once a year, the Association is providing control of his activity by a licensed expert-accountant.

Expenditure of property

Article 12.

/1/ The Association could gratuitously spend its property and to carry out its activities, aimed at achieving the results, as set by the Law of the non-profitable juridical persons.

/2/ The choice of the people and the ways of remuneration are in accordance with the objectives and available funds of the Association, with the internal order and regulations for the execution of these activities. The information, concerning the order of the above choice is open to the public and is included in the central register.

/3/ A sound, motivated decision must be taken for the gratuitous expenditure of the property of the Association, approved by the supreme organ of the organization with majority 2/3 of all its members, for the benefit of:

1. Persons participating in its other bodies and their husbands/wives, relatives – without restrictions, by the lateral branch – to forth degree, or by marriage – to second degree, included;
2. Persons from its management bodies up to 2 years before taking the decision;
3. Juridical persons, who have provided funds for the organization up to 3 years before taking the decision;
4. Juridical persons, where the above people from items 1 and 2 are either managers or could impose or hinder taking of decisions.

/4/ The Association could not conclude agreements with persons subject to paragraph /3/, item 1, as well as with juridical persons, where the above persons are either managers or could impose or hinder taking of decisions, excluding the cases when these agreements are for the exceptional benefit of the Association or are concluded by publicly announced general terms.

Transformation

Article 13.

The Association registered, as organization acting for the public benefit could not be transformed in a non-profitable juridical person acting for private benefit.

III. Changes in the Charter

Changes in the Charter

Article 14.

/1/ The Charter could be changed by the General assembly at the proposal of the Council of managers or of 1/10 of the members of the General assembly. The decisions for changes in the Charter are taken by majority 2/3, according to Article 6, paragraph /12 / of the Charter and article 29, paragraph /2/ of the Law for non-profitable juridical persons.

/2/ Concerning the cases of the latter paragraph, the proposals for changes are registered in the agenda of the next meeting of the General assembly, which must be announced to all members of the General assembly at least 15 days in advance.

/3/ All changes made in the Charter are registered in the Court register.

Termination

Article 15.

/1/ The Association may terminate its activity by decision taken by the General assembly specially called for this.

/2/ Termination of the Bulgarian National Committee of ICOMOS will be announced in case of termination of the International organization.

/3/ Except by decision of the General assembly, the termination could be declared also by decision of the Court, if:

1. In the course of 3 months, the number members are less than the minimum, according to the Charter for the foundation of Council of managers;
2. Its activities contradict to the Law, the Charter, or to State or public regulations;
3. It declares its bankrupt.

Liquidation

Article 16.

/1/ The liquidator is obliged, if possible, to comply with the demands of the Association’s creditors, using the available funds, if not – to cash, first the movable, then the immovable property of the non-profitable juridical person.

/2/ The property could be transferred by all legitimate means to:

1. The founders and all present and ex-members;
2. The persons from its management bodies and personnel;
3. The liquidators, excluding their remuneration;
4. The husbands/wives of the persons from item 1 - 3;
5. The relatives of the persons from item 1 – 3 – without restrictions, by the lateral branch – to forth degree, or by marriage – to second degree, included;
6. Juridical persons, where the persons from item 1 - 5 are either managers or could impose or hinder taking of decisions.

Property after liquidation

Article 17.

/1/ The property left, after satisfying the creditors’ demands, is granted, by decision of the Court to a non-profitable juridical person, acting for the public benefit, with the same or similar non-profitable objective, in case when not set in the Charter.

/2/ If the property is not granted according to paragraph 1, it is granted to t he municipality, where the seat of the terminated non-profitable juridical person is located.

Article 18.

The below-signed founders approve the above Charter