By-laws
THE ARTICLES OF ASSOCIATION
of The Bulgarian Association of Music Therapy
Being a Non-Profit Organisation
I. GENERAL PROVISIONS
Status
Article 1.1 This Association shall comprise a legal entity independent of Membership and constituted under the provisions of the Закон за юридическите лица с нестопанска цел (rendered into English as the Juridical Persons with Non-Profit Purposes Act and hereinafter cited as the ZYuLNTs) and under these Articles and under the Resolution of the Constituent Assembly.
1.2. This Association shall secure its obligations with its property.
1.3. The Membership of this Association shall not assume any duties subsidiary to this Association’s duties.
1.4. The Membership of this Association shall pay Membership dues.
Name
Article 2.1. This Association shall be named the Българска асоциация по музикотерапия (rendered into English as The Bulgarian Association of Music Therapy).2.2. The name of this Association along with its seat and address and the Court which listed this Association and the reference of the Court listing and this Association’s BULSTAT code shall be displayed upon this Association’s stationery.
2.3. The names of this Association’s Branches shall comprise this Association’s name plus the word Branch and the name of that locality within which are located the main offices of such Branches. To the names of Branches may be added indications of their scopes of competence.
Management Seat and Address
Article 3. The seat and address of this Association shall be at the ulitsa Gurko 52, 4ti etazh in the City of Sofia.
Duration
Article 4. This Association shall not be limited by spans of time or any other conditions of termination.
ZYuLNTs Article 2 Definition of Business and Object of Business
Article 5.1. This Association shall operate for private benefit and shall utilise its property for the furtherance and advancement of music therapy.
The Major Objectives of this Association
Article 6. The Major Objectives of this Association shall be:
6.1. To attain and put into practice the theory and methods of music therapy.
6.2. To establish connections and interaction and mutual support between professionals working in the field of music therapy.
6.3. To assist and organise training for Members of this Association in the field of music therapy.
6.4. To contribute to the promotion and dissemination of music therapy as a curative approach and academic discipline.
6.5. To contribute to the conduct of research in music therapy.
6.6. To collaborate with international bodies involved in music therapy.
6.7. To establish connections and to interact with bodies and offices covering kindred subjects.
Means for furthering the Objectives of this Association
Article 7. The means through which this Association shall pursue its Objectives shall be as follows:
7.1. Establishing sections and working parties and regional centres to coordinate Members;
7.2. Producing and conducting seminars and schools and scientific conferences and sundry other events and participating in international and national congresses and symposia and seminars and schools and other events;
7.3. Developing and tabling and submitting for consideration by relevant authorities of proposals and documents concerning the organisational and educational and scientific issues associated with the practice of music therapy in Bulgaria;
4. Establishing advisory and awareness and education centres;
5. Performing diverse educational and publishing actions.
ІІ. MEMBERSHIP
Types of Membership and Accessions to Membership and Termination of Membership and the Entitlements and Duties of Members
Article 8.1. This Association’s Members shall be graded as Qualified or Regular or Associate or Honorary.
8.2. Qualified Members shall be ones who have been regular Members of this Association for not less than one year and who have received more than three years of training in the field and who have had more than five years of clinical experience as therapists.
8.3. Regular Members of this Association shall be ones who accept these Articles and who have completed training in music therapy which has occupied not less than three years and who have embarked on implementing art therapy under supervision and who participate in the professional community and who take continuous care for the upkeep and extension of their qualifications.
8.4. Associate Members of this Association shall be ones above the age of majority who accept these Articles and who assist this Association in the furtherance of its Objectives and who have received one hundred and twenty hours of training in one of this Association’s or else of other certificated organisations’ personal experience groups or else have attended this Association’s seminars. Associate Members who have not acquired the one hundred and twenty hours cited above shall instead be undergoing tuition. Associate Members may or may not be certificated. Certificated Associate Members in Bulgaria and abroad shall have the right to exercise the calling of music therapist. Uncertificated Associate Members shall not have the right to exercise the calling of music therapist and shall desist from declaring themselves as exercising such calling under the auspices of this Association.
8.5. Honorary Members of this Association may be ones who have made meaningful contributions to the development of music therapy in Bulgaria.
8.6. Legal entities may be Members of this Association subject to their sharing the Objectives of this Association and the means for furthering them and abiding by these Articles and remitting dues.
Article 9.1. Membership of this Association shall be free and voluntary.
9.2. Candidates for Regular and Associate Membership and corporate Members shall accede to Membership upon written applications to the Board of this Association and to the General Assembly and such applications shall comprise said candidates’ personal details and statements to the effect that candidates accept these Articles. Furthermore applications for Regular Membership shall be accompanied by nominations from two Qualified Members of this Association. Honorary Membership shall be bestowed upon written proposals from regular Members of this Association. Such proposals shall be tabled by the Board to the General Assembly.
9.3. The Board of this Association shall draw up written opinions on Membership applications and shall forward such opinions to the Chair of the General Assembly.
9.4. The General Assembly shall rule upon Membership applications and upon nominations of prospective new Members at its first regular sitting after submittal of such applications and nominations.
9.5. Rulings on Regular and Associate and corporate Memberships shall be put to qualified majority ballots and rulings on honorary Membership shall be put to three-quarter ballots of current Board Members. Ballots shall be open.
Article 10.1. Membership may be terminated upon the following circumstances coming to obtain:
10.2. Pursuant to receipt of two months’ written notice from Members which notices shall be tabled through the Board to the General Assembly;
10.3. Upon death or upon declaration of proscription or upon corporate Members being wound up;
10.4. Upon expulsion on the following grounds:
- Breaches of these Articles or else breaches of professional and ethical standards as found by the General Assembly;
- Failure to discharge Membership duties;
- Systematic failure to remit dues on not fewer than two occasions.
Article 11.1. Regular and Qualified Members of this Association shall enjoy the following rights: 11.2. Participating in the General Assembly;
11.3. Voting in the General Assembly and nominating others for election to office and being nominated for election to office in bodies of this Association;
11.4. Nominating prospective Members;
11.5. Participating in this Association’s work;
11.6. Receiving advice on this Association’s work;
11.7. Receiving remuneration for work or services performed where such remuneration may be expressly specified;
11.8. Tabling proposals and projects regarding this Association’s work before the Board.
11.9. Participating in Association awareness and training programmes and receiving assistance in organising topic forums in furtherance of this Association’s Objectives in preference over those of other organisations or individuals.
Article 12.1. Honorary and Associate Members shall enjoy all the rights stated herein above save for the rights to vote in the General Meeting and the right to vote and stand for office in this Association’s bodies and also the right to nominate and deliberate the admittance of new Members.
Article 13.1. The duties of Members of this Association shall be as follows:
13.2. To remit dues in a timely fashion;
13.3. To resolve any arising issues conscientiously and in a timely fashion;
13.4. To adhere to these Articles and also to professional and ethical standards established by the General Assembly.
ІІІ. ASSETS
Property
Article 14.1. The assets of this Association shall comprise ownership and diverse rights over items and monies and claims and sundry rights stemming from current legislation.
14.2. This Association may dispose of property freely in furtherance of the Objectives set out in these Articles and in the ZYuLNTs.
14.3. This Association shall dispose of assets pursuant to reasoned resolutions by the General Assembly adopted by complex majorities of two thirds of qualified and regular Members and provided that such disposal shall be to the benefit of persons listed in ZYuLNTs Article 41 Paragraph 3.
Sources of Funds
Article 15.1. All Members of this Association shall remit dues as set by the General Assembly. The term for remittance of dues shall be until 30 June or else until 31 December each year. Dues shall be 15 per cent of national minimum monthly pay for Qualified Members and 12 per cent of national minimum monthly pay for Associate Members. Honorary Members shall be exempt from dues.
15.2. The Board may receive donations from individuals and legal entities and enter into sponsorship agreements on behalf of this Association.
Trading
Article16.1. This Association may trade as follows in pursuit of its basic Objectives: publishing and promoting and representing and hiring halls and rooms for training or competitions and mediating and acting as agent or impresario and offering consulting services and marketing musical products.
16.2. Trading shall be subject to the terms and conditions set by the Търговски закон (rendered into English as the Commerce Act and hereinafter cited as the TZ) and accountancy and fiscal legislation.
16.3. The conduct of trading and control over trading shall rest with the Management and Supervisory Boards of this Association.
Losses
Article17. Where loss may occur as shown in annual accounts then the General Assembly may resolve to cover such loss through levies on dues. Resolutions setting such levies shall be adopted by qualified majorities of two thirds of the votes of Regular and Qualified Members.
IV. MANAGEMENT
Bodies of the Association
Article18. The bodies of this Association shall be the General Assembly and the Board and the Supervisory Board and the Committee of Ethics and Professional Standards.
Composition of the General Assembly
Article 19. The General Assembly shall comprise all Qualified and Regular and Associate and Honorary Members and also corporate Members represented in person or else through delegated representatives.
Representation
Article 20.1. Legal entity Members shall be represented at General Assembly by duly representative persons or else by expressly authorised attorneys.
20.2. Legal entities and individuals shall be represented solely by individuals.
20.3. Powers of attorney shall be granted specifically for participation in the General Assembly of this Association and may be valid for a restricted or unrestricted number of General Assembly sittings.
20.4. Representatives shall not pass on powers of attorney to third parties.
20.5. Each representative may act on behalf of not more than three Members of the General Assembly.
Purview of the General Assembly
Article 21. The General Assembly shall have the following purview:
21.1. To amend and supplement these Articles;
21.2. To adopt other internal deeds;
21.3. To adopt resolutions for reorganising or winding up this Association;
21.4. To elect and dismiss Members of the Management Board and the Supervisory Board and the Committee of Ethics and Professional Standards;
21.5. To adopt annual accounts after due certification by accountants;
21.6. To approve liquidators upon termination of this Association save in case of insolvency;
21.7. To review appeals against Board resolutions on terminations of Membership;
21.8. To adopt resolutions on Branch opening and closure;
21.9. To adopt resolutions on participation in other organisations;
21.10. To adopt policy and work programmes for this Association;
21.11. To adopt the budget of this Association;
21.12. To adopt resolutions on the extent of membership dues or contributions;
21.13. To adopt the reports of the Board and the Supervisory Board and the Committee of Ethics and Professional Standards;
21.14. To declare null any resolutions of the Board and of other bodies of this Association where such resolutions may be in breach of the Law or of these Articles or of other internal regulations of this Association.
General Assembly Procedure
Article 22.1. Regular General Assemblies shall sit not less often than once each year. The first General Assembly shall sit within no more than six months from the establishment of this Association.
22.2. The Board may convene Extraordinary General Assemblies at all times.
General Assembly Convening
Article 23.1. The General Assembly shall be convened by the Board or else upon request by not less than one third of Qualified and Regular Members of this Association.
23.2. Where the Board may fail to send express invitations to General Assembly within one month of request for convention then the Courts may convene the General Assembly to sit at the main office of this Association upon express request of Members or by persons authorised by them.
23.3. Convention shall be pursuant to invitation notice in the Държавен вестник (the Darzhaven Vestnik) gazette which notice shall also be displayed upon the notice board in the building where the management of this Association is situated.
23.4. The invitation notice agenda shall contain the issues proposed for deliberation and proposals for resolutions and the date and time and place of the General Assembly and the names of persons who may have initiated the General Assembly.
23.5. The time between publication of notices and opening of the General Assembly shall be not less than thirty days.
23.6. The procedures in the preceding sentence shall not apply where:
- The agenda or date or time or place of the General Assembly may have been stated at the prior General Assembly which all Regular and Qualified Members have attended;
- The notice may be sent by post or by facsimile machine to all Regular and Qualified Members not less than one month prior to the date of sitting.
Right to Advice
Article 24. Written materials related to General Assembly agendas shall be available to Members at the main office of this Association not later than the date of publication or transmission of the call to convene the General Assembly. Said materials shall be made available to each Member free of charge.
List of Attendance
Article 25.1. Members or Members’ representatives at General Assembly shall be listed. Members and Members’ representatives shall denote their attendance by subscribing their names and by showing their identity cards. Attendance lists shall be certified by the chair and the secretary of the General Assembly.
25.2. The list cited in the preceding Paragraph shall include all Members who have arrived and announced their presence after the establishment of a quorum and prior to the time of the first vote.
Quorum
Article 26. The General Assembly shall be deemed to be sitting where more than half of all Regular and Qualified Members may be in attendance. Where a quorum may not exist then the Board shall schedules a new sitting for one hour later at the same place and under the same agenda, this regardless of the number of Members present.
Entitlement to Vote
Article 27. Each Regular and Qualified Members shall be entitled to one vote.
Conflicts of Interests
Article 28. Members or Members’ representatives shall not be entitled to vote in matters where:
28.1. Claims against them may be raised;
28.2. They may have acted or else declined to act in fulfilment of their duties as Members of this Association;
28.3. Issues under deliberation may relate to them or to their spouses or to their relatives or to members of their extended families of the first line of descent without restriction or else of the collateral line of descent to the fourth degree or else by marriage to the second degree inclusive.
Majorities
Article 29.1. Resolutions of the General Assembly shall be adopted by a majority of Regular and Qualified Members attending.
29.2. Resolutions under Articles 21.1 and 21.3 herein shall be adopted by a majority of two thirds of Regular and Qualified Members attending.
Resolutions
Article 30.1. The General Assembly shall not adopt resolutions on matters which are not published in invitation notices save where all Members entitled to vote may be present or represented and where no objections may be expressed against issues under deliberation.
30.2. Resolutions of the General Assembly shall have immediate effect save where their effect may be suspended or where the Law may require that they assume effect solely upon promulgation.
Minutes
Article 31.1. Each sitting of the General Assembly shall be recorded in minutes. Minutes shall be kept as required under the Law.
31.2. Minutes of the General Assembly shall be signed by the chair and the secretary of said Assembly. A list of Members attending and a list of documents relating to the convening of the General Assembly shall be appended to minutes.
31.3. Each Member attending General Assembly shall have the right to demand and to ensure the proper recording of resolutions in minutes.
The Board
Article 32.1. This Association shall be governed and represented by the Board which shall determine the extent of representative power vested in Members.
32.2. Board Members shall be elected by the General Assembly for terms of five years.
32.3. The Board shall be composed of no fewer than three Members of this Association.
32.4. Legal entities which are Members of this Association may be Members of the Board and shall be represented by legal representatives or expressly authorised attorneys at Board sittings.
Article 33.1. Members of the Board and individuals representing legal entities which are Members of the Board shall abide by the following conditions:
33.1. Be domiciled in Bulgaria;
33.2. Be in possession of appropriate qualifications and experience;
33.3. Be of good standing and not under custodial sentence for offences of any nature.
Entitlements and Duties of the Board
Article 34.1. Members of the Board shall have equal rights and duties regardless of the internal distribution of functions among them and of resolutions by virtue of which executive Members may receive entitlements to manage.
34.2. Members of the Board shall perform their duties in the interest of this Association and shall maintain the confidentiality of this Association after ceasing to be Members of the Board.
34.3. The Board shall adopt performance rules and shall elect a chair and deputy chair from among its Members.
34.4. The Board shall hold regular sittings not less often than once every quarter to deliberate the status and development of this Association.
34.5. Each member of the Board may request the chair and deputy chair to convene a sitting to deliberate specific issues.
34.6. The Board shall effect this Association’s management and shall perform the conservation of the assets of this Association.
34.7. The Board by presumption accepts this Association’s organisational and management structure and the order for hiring and dismissing staff and pay rules and other internal rules.
34.8. The Board shall make decisions on the following: disposing of the assets of this Association under the provisions of these Articles; acquiring and disposing assets and using said assets as security and leasing said assets for spans of time in excess of one year.
34.9. The Board shall set the order of this Association and shall organise its actions.
34.10. The Board shall prepare and submit before the General Assembly a report on the actions of this Association.
34.11. The Board shall prepare and submits before the General Assembly a draft budget.
34.12. The Board shall implement the resolutions of the General Assembly.
34.13. The Board shall deliberate and settle all matters save such matters as fall within the purview of the General Assembly.
34.14. The Board may elect Honorary Chairs from among its Members.
Quorum and Majority
Article 35.1. Board decisions shall be taken solely where more than half of the Members of the Board are in personal attendance or else are duly represented by other Members of the Board. Each Member in attendance may represent not more than one absent Member.
35.2. Decisions shall be made by simple majority save for decisions on matters set out in Article 34.1, Items 8 and 9 and Article 49 Paragraph 2 of these Articles which shall be made by majority vote of all Members.
34.3. The Board may make decisions without convening where all its Members may have been advised of this and where none objects to this. A Member may be deemed to be present where there exists a bilateral telephone or other connection with them which confirms their identity and which moreover allows for their participation in deliberations and decision making. Such Members’ votes shall be set out by the chair in minutes.
34.4. The Board may decide unanimously about the following matters outside the scope of these Articles:
1. Significant changes in the orientation of this Association;
2. Significant organisational amendments;
3. Long term cooperation of essential import for this Association or else the termination of such cooperation;
4. Proposals to the General Assembly for Branch establishments;
5. Admittances and expulsions of Members.
Article 36. The Board shall prepare periodical accounting particulars on the actions of this Association and shall subject such particulars to the principles of openness and reliability and timeliness and to the requirements on disclosure contained in the Law.
Liability of the Members of the Board
Article 37.1. Board Members shall be liable jointly for any action which may harm the interests of this Association and shall offer guarantees for the soundness of the management they exercise.
37.2. The General Assembly may exonerate individual Members of the Board where it may find that such Members may not be culpable for any damage sustained.
The Chair and Deputy Chair
Article 38.1. The Board shall entrust the day to day management of this Association to two of its Members and shall designate such Members as the Chair and the Deputy Chair and shall entrust them with the functions of managers. The Chair and Deputy Chair may be changed at all times. They shall be required at all times to report immediately to the Board any circumstances which have a bearing on this Association.
38.2. The Chairman and Deputy Chair shall be entitled to conduct all actions and transactions related to the actions of this Association and to represent it and to authorise others to perform certain actions. The Chair and Deputy Chair shall not have the right to dispose of this Association’s property or to pledge it as security unless specifically authorised to do so by the Board.
38.3. The Chairman and Deputy Chairman shall perform the following inter alia:
1. Organise the implement Board decisions;
2. Organise the actions of this Association and conduct its day to day management and husband and preserve its assets;
3. Enter into employment contracts with employees of this Association save those who may have been appointed by the Board;
4. Represent this Association and fulfil the functions assigned to them by the Board;
5. Immediately report to the Board circumstances which concern this Association;
6. Represent this Association jointly and severally to third parties.
Remuneration of Board Members
Article 39.1. Board Members shall be entitled to an annual salary which shall not exceed ten percent of the average net assets of this Association. The salary of each Board Member shall be not less than the extent of the average annual salary offered by this Association. The amount of annual remuneration of Board Members shall be determined by the General Assembly.
39.2. The Chair and Deputy Chair shall receive annual remuneration of an increasing amount which shall not exceed by more than fifty percent the remuneration remitted to other Board Members.
39.3. Where any Board Member may be released early through no fault of theirs then they shall be entitled to compensation to the amount of remuneration for three months.
The Committee of Ethics and Professional Standards and the Supervisory Board
Article 40.1. The Committee of Ethics and Professional Standards shall be composed of no fewer than three Members and shall be elected by the General Assembly.
40.2. The powers and duties of the Committee shall be governed by rules adopted by the General Assembly.
40.3. The Supervisory Board shall comprise no fewer than three Members and shall be elected by the General Assembly.
40.4. The Supervisory Board shall have the following powers and duties:
1. Monitoring compliance to regulations and to these Articles and to the decisions of the General Assembly and the Board in the conduct of this Association;
2. Monitoring compliance with financial legislation and the purposeful expenditure of this Association’s funds.
V. ACCOUNTS
Accounting Documents
Article 41. Not later than the close of February each year the Board shall draw up annual accounts and an annual report covering the prior calendar year and shall submit them to accountants.
Scope of the Report
Article 42. The Report shall set out the conduct and status of this Association and shall explain the annual accounts.
Examination of Accounts
Article 43.1. The annual accounts shall be examined by no fewer than one licensed public accountants with reference to the Report. The Report shall not be adopted without being examined.
43.2. The purpose of the examination set out herein above shall be to determine whether the requirements of accountancy legislation and of these Articles are satisfied.
Appointment of Accountants
Article 44.1. Accountants shall be selected by the General Assembly.
44.2. Where the General Assembly may not select accountants prior to the close of a calendar year then such accountants shall be appointed by the Board.
Adoption of Accounts
Article 45. Pursuant to accountants submitting their report the Board shall adopt the annual accounts and shall also adopt the Report and also the accountants’ report. The Board shall also make a decision to convene a regular General Assembly.
Mandatory Accounting Data
Article 46. This Association shall prepare accounting information to the principles of openness and reliability and timeliness as required under the Закон за счетоводството (the Accountancy Act).
Dividend
Article 47. This Association shall not pay dividend.
Association Records
Article 48.1. The General Assembly and the Board shall keep minutes which shall record deliberations and proposals and outcomes. Minutes shall be certified by signature by the Chair and Deputy Chair and also by the minute taker and shall be bound in special books. Said books shall be kept by the Chair and Deputy Chair and shall be made available to Members of this Association and the Board for in situ examination or else in the form of copies or of abstracts.
48.2. This Association shall keep a membership roll wherein shall be recorded the names and domiciles of all Members and their EГH Identity Numbers and their occupations and also the names and offices and addresses and Companies Court Hearing particulars and BULSTAT codes of corporate Members.
VІ. DISSOLUTION AND LIQUIDATION
Grounds for Dissolution
Article 49. This Association may be disbanded when one of the following circumstances come to obtain:
1. A resolution of the General Assembly;
2. A declaration of bankruptcy;
3. A due ruling by the District Court within whose circuit comes the main office of this Association and as provisioned in the ZYuLNTs.
LIQUIDATION
Article 50.1. Save where this Association may assume a different status upon dissolution, liquidation proceedings shall ensue in all other events.
50.2. Liquidation shall be conducted by the Board. The said Board shall follow the provisions of the Търгонски закон (the Commerce Act) in its proceedings and in particular shall discount this Association’s assets to repay any creditors.
50.3. Any assets residual pursuant to satisfaction of creditors shall be distributed among the founders of this Association.
50.4. Where residual assets cited in Paragraph 3 herein above may fail to be distributed as cited in the said Paragraph then such assets shall be ceded to the Municipality in which the main office of this Association is sited. The Municipality shall then assume to duty of disposing of said assets in a manner which is as close as possible to the Objectives of this Association and which manner also serves the public benefit.
50.5. Persons who may acquire assets under the preceding Paragraph shall assume the duty for the obligations of this Association, this pro rata to the cost of such acquisition.
VII. ASSUMPTION OF A DIFFERENT STATUS
Article 51. The status of this Association may not be changed to one of a legal entity being a non-profit body for the public benefit.
VIII. TRANSITIONAL AND CONCLUDING PROVISIONS
Article 52. Amendments to these Articles may be effected to the order set out within them and also set out in the Закон за юридическите лица с нестопанска цел (the Juridical Persons with Non-Profit Purposes Act).
Article 53. Where these Articles may be subject to any interpretation then the provisions of Bulgarian Law and specifically the provisions of the Закон за юридическите лица с нестопанска цел (the Juridical Persons with Non-Profit Purposes Act) shall be borne in mind.
