STATUTES OF THE NGO "BULGARIAN RETINOLOGY SOCIETY"

CHAPTER ONE

GENERAL 

Section I

Name, legal status, address and term

Name

Art. 1. The NGO name is „Bulgarian Retinology Society“,  shortly „BRS“. 

Legal status

Art. 2. (1) BRS is an autonomous, voluntary, non-profit and non-political organization established in accordance with the Law on Non-Profit Legal Entities.

(2)        BRS carries out activities for the public benefit.

Headquarters and address of management

Art. 3. BRS is headquartered in Sofia and management address – 4 “Peter Protich” St., Specialized Hospital for Eye Diseases “Zora” ”

Term

Art. 4. BRS is established for an indefinite period.

Section II

Goals and tools

Goals

Art.5. The goals of BRS are: To assist in the development and confirmation of the achievements of Bulgarian medicine in the field of retinal pathology; To support the implementation of activities for prevention, treatment and rehabilitation of patients with retinal diseases and prevention of blindness; To work for the implementation of health education of the population in order to improve the quality of life of all people with retinal diseases; To work for the development of scientific activity in the field of retinology; To support the activity of doctors – specialists in the field of retinal diseases; To implement in medical practice the latest achievements in the field of prevention and treatment of retinal diseases; To develop the scientific interests, to stimulate the theoretical, practical and scientific developments of its members; To assist in the training of specialists in the field of retinal pathology to increase their qualifications by organizing scientific events (congresses, conferences, etc.) together with similar foreign organizations; To participate in the activities of international scientific organizations in ophthalmology; To support the development of young and talented ophthalmic personnel using specializations in the country and abroad; Organization of charity events to support doctors, medical specialists if necessary.

Means of achieving the goals

Art. 6. The means to achieve the objectives of the BRS are: To popularize the achievements of modern retinal science among ophthalmologists, general practitioners and doctors of other specialties; Organization and participation in national and international forums in the field of ophthalmology. Cooperation with organizations with similar goals; Assistance and support of specialists in the field of ophthalmology in their theoretical and practical activities; Support the publication of specialized literature in the field of retinal pathology; Cooperation with state bodies and private organizations aimed at achieving the goals of the association.

Section III

BRS activities

Activity for public benefit

Art. 7. BRS carries out its activity for the public benefit by supporting the prevention and fight against eye diseases among the general population.

CHAPTER TWO

MEMBERS’ RIGHTS AND OBLIGATIONS

Section I

BRS Membership

Members of BRS

Art. 8. (1) Members of BRS can be ophthalmologists, doctors specializing in eye diseases, doctors with other specialties, as well as non-profit legal entities operating in the field of ophthalmology.

Art. 9. Membership in the BRS is voluntary, with no restrictions on members’ political, ethnic or religious affiliation.

Admission 

Art. 10. (1) Persons who meet the requirements of this statute as members of BRS are accepted by decision of the Management Board (BoD) based on a written application signed by the candidate for admission or submitted by e-mail, to which evidence of the fulfillment of the requirements of this statute is attached..

Members’ rights and obligations

Equality of members

Art. 11. All members of the BRS are equal in terms of the rights and obligations set forth in these statutes.

Art. 12. (1)  Members’ of BRS rights:

  1. to elect and be elected to the management bodies of the company and the scientific branch in which they are members;
  2. to elect and be elected as delegates to national and international congresses and conferences;
  3. to take part in events organized by the company;
  4. to collaborate in scientific and popular magazines at home and abroad;
  5. to receive scientific information from the Management of BRS and SBMS;
  6. to appeal to the control commission within 14 days the decisions of the Management Board on their exclusion;

(2) The rights under para. 1, items 1-4 are exercised, taking into account the limitations provided for in this statute.

Obligations of members

Art. 13. (1) Each BRS member is obliged to:

  1. to comply with the statute and internal acts of the association;
  2. to implement the decisions of the general meeting and the Management Board;
  3. to regularly pay the annual membership fee within the term and amount specified in these statutes;
  4. to make constant efforts to increase the level of his general and special medical knowledge;
  5. to monitor achievements in ophthalmology and apply them in its activities;
  6. to actively participate in the activities of the association by regularly attending the meetings and delivering announcements, reports and results of their scientific studies and positive experience from their practice;
  7. with his behavior not to damage the prestige of the association and the medical profession;

Membership fee

Art. 14. (1)  Each member of BRS is obliged to pay the membership fee determined by the general assembly.

Art. 15.  The amount of the membership fee is determined by the general meeting, and when the company is established by the founding meeting.

Art. 16.  (1) The membership fee for the entire year is paid in full for the respective year by March 30. When holding a general meeting of the association after January 1, but before March 30, the membership fee for the relevant year must be paid at least 5 days before the date of the meeting, and in case of non-payment, the Art. 19.

(2) Persons accepted as members of the association after March 30 shall pay their membership fee within 10 (ten) days from the submission of the application for their admission, and the amount of the membership fee payable by them for the year of their admission is proportional to the months remaining until the end of the year, with the membership fee determined by the general meeting due for each month.

Section II

Termination of membership

Grounds for termination of membership

Art. 17. (1) Termination of membership in BRS could be:

  1. unilaterally – with a written statement submitted to the management board or by non-payment of the membership fee for two consecutive years within the period provided for in the statute, and in these cases the termination occurs from the moment of receipt of the statement by the Board, respectively from the expiration of the period for the payment of the membership fee;
  2. with the termination of the legal entity, its declaration of liquidation or its declaration of bankruptcy – the termination occurs from the date of the termination, respectively the entry of the decision for liquidation or declaration of bankruptcy;
  3. in the event of the death of a member-natural person – the termination occurs from the date of death, and the membership is not inherited;
  4. upon loss of the rights of a doctor – ophthalmologist or specialist according to the procedure provided by law – in this case, the suspension occurs from the entry into force of the act by which the person lost the relevant capacity;
  5. in case of non-payment of membership fees – in accordance with the provisions of this statute;
  6. in case of exclusion – in this case, the termination occurs from the date of entry into force of the decision of the Management Board, respectively of the Management Board in case of appeal, the decision of the Management Board. 

(2)     The termination of membership under items 1 and 3 is determined by a decision of the BRS Management Board.

(3)    In the cases under para. 1, item 1 and item 4 (upon restoration of rights) membership is acquired again in the order of admission of new members.

Expulsion

Art. 18. (1) A member of the association may be expelled due to:

  1. systematic violation of the statutes and internal acts of BRS;
  2. behavior or actions that damage the prestige of our association of the medical profession;
  3. a decision to exclude is also accepted in the cases under para. 1, items 2 and 4 of the previous article. 

(2)        The expulsion decision is made by the BRS Management Board, stating the behavior of the member that served as a basis for his expulsion, the prerequisites for the expulsion, the reasons of the Board and the results of the voting in the Board of the expulsion issue.

(3) The decision to exclude may be appealed by the excluded member to the General Assembly, for which purpose an extraordinary general assembly is convened or the matter is considered at a regular General Assembly if one is convened. The excluded member has the right to present his opinion before the general assembly within no more than 20 minutes, after which voting is started.

Suspension of membership

Art. 19. (1) A member of the association who has not paid his membership fee in the manner, in the amount and within the period provided for in this statute loses his right to be elected to the association’s bodies, as well as his right to vote in the meetings of the general meeting for the relevant year. Such a member of the association has the right to attend the meetings of the general assembly in the relevant year without the right to vote.

(2) In order to automatically restore his suspended rights under the previous sentence, the member of the association must pay the annual membership fee for both years for which he did not pay it. 

CHAPTER THREE

ORGANIZATION. AUTHORITIES OF BRS

Section I

Organization of BRS

Management bodies

Art. 20. (1) The supreme body of BRS is the General Assembly (AG).

(2) The management body of BRS is the management board (MB).

(3) The representative and executive body of the BRS is the Chairperson of the BRS.

Control authorities

Art. 21. The supervisory body of BRS is the Supervisory Board;

Mandate and conditions for the election of the governing bodies

Art. 22. (1) The term of office of the Chairperson and the Management Board is three years, and they may be elected for no more than two consecutive terms.

(2) The persons under para. 1, after the expiration of their mandate, continue to exercise their powers until a new election is held.

(3) Members of the association may be elected as Chairperson and members of the Board.

Incompatibility

Art. 23. (1) The Chairperson and members of the Board cannot be members of the Control Commission.

Section II

BRS General Assembly

Composition and convening

Art. 24. (1) The General assembly is the supreme body of the association.

(2) The General Assembly consists of all members of the association, and the members who have paid their membership fee in accordance with the provisions of the statute participate in the meetings of the General Assembly with the right to vote, and the other members of the association have the right to attend without having the right to vote.

  (3) Participation in the General Meeting is allowed in person or through a proxy authorized with an express written power of attorney for the specific meeting. One proxy may represent no more than three members, re-authorization is not allowed.

(4) A regular general meeting is convened every year by June 30 for the adoption of the annual financial report and the report on the activities of the Board.

(5) A report-election meeting for the election of the Chairperson and members of the Board is convened 3 years after the expiration of the mandate of these bodies.

(6) An extraordinary general meeting may also be convened at the written request of at least one third of the BRS members or by a decision of the Board.

Competence of the General assembly

Art. 25. (1) The General assembly:

  1. amends and supplements the statutes;
  2. adopts other internal acts;
  3. elects and dismisses the members of the Management Board,
  4. elects and dismisses the members of the editorial board of specialized magazines published by the association;
  5. elects and dismisses the Chairperson;
  6. elects the members of the Control Commission;
  7. decides on the transformation or termination of the association;
  8. adopts the annual financial report and budget of the association;
  9. accepts the report on the activity of the Management Board;
  10. accepts the chairperson’s report, examines the company’s activity during the reporting period and determines the further directions of the activity;
  11. annuls decisions of the other bodies of the association that contradict the law, the statute or other internal acts regulating the activities of the association.
  12. decides on the opening and closing of branches;
  13. decides to participate in other organizations;
  14. discusses topical issues of ophthalmological care;
  15. announces Bulgarian and foreign citizens and organizations as honorary members of BRS; 

(2) The decisions of the general assembly are binding on the other BRS bodies.

(3) The decisions of the general meeting are subject to judicial control regarding their legality and compliance with the statute.

onvention of the General Meeting

Art. 26. (1) The General Assembly is convened by the Management Board by invitation:  

  1. on his initiative;
  2. at the request of one third of the BRS members with the right to vote on the date of the request;

(2) The request under para. 1, item 2, it is sufficient to contain the agenda of the general meeting. If, within two weeks of receiving the request from the Chairperson, the Management Board does not issue a written invitation to convene the general meeting, it shall be convened by the court at the seat of the BRS at the written request of the interested members or a person appointed by them.

(3) The invitation must contain the agenda, the date, time and place for holding the general meeting and on whose initiative it is convened.

(4) The invitation shall be announced in the Commercial Register and the Register of Non-Profit Legal Entities at the Registration Agency at least one month before the day set for the meeting of the General Assembly.

Proposals for candidates for Chairperson and members of the Management Board

Art. 27. (1) When the election of the Chairperson is included in the agenda of the General Assembly, the candidates are proposed in writing by members of the association with the right to vote and by the Board of BRS. Proposals are submitted to the BRS office no later than 15 days before the meeting.

(2) Candidates for members of the Management Board are proposed by the newly elected Chairperson and are voted on by the General Assembly en bloc.

Proposals for amendments and additions to the statute

Art. 28. (1) Proposals for amendments and additions to the statute of the association shall be made by the members of the association or by the Management Board.

(2) Members’ proposals shall be submitted to the BRS office before the date of the general meeting, in writing, indicating the reasons for the amendment and/or addition.

(3) Members’ proposals are submitted for consideration by the general meeting only if they are supported by at least one third of the association’s members

Quorum

Art. 29. The General assembly is legal if more than half of the members with the right to vote are present on the date of the meeting. In the absence of a quorum, the general meeting is adjourned one hour later at the same place and on the same agenda and may be held however many delegates are present.

Meetings of the General assembly

Art. 30. (1) The meetings of the general assembly are led by the Chairperson or a member of the management board authorized by him.

(2) The following committees are elected to support the activities of the general assembly:

  1. to compile the list of members present/represented – keeps the list of members present with the right to vote and those without the right to vote;
  2. on organizing and conducting the election of the Chairperson and members of the Management Board – when an election is foreseen in the agenda;
  3. vote counting committee – in case of clear voting;

(3) By decision of the general meeting, other committees may be elected to assist in the conduct of the General Assembly.

Voting

Art. 31. (1) Each voting member of the association is entitled to one vote.

(2) The decisions of the general meeting are taken by open vote.

(3) The election of the Chairperson shall be carried out by secret ballot.

Decisions

Art. 32. (1) Decisions to amend and add to the statutes are taken with a 2/3 (two-thirds) majority, and for conversion or termination and liquidation of BRS with a ¾ (three-fourths) majority of the members present with the right to vote, and the other decisions shall be taken by a simple majority of the voting members present.

(2) When electing the Chairperson, the candidate receiving the most votes is considered elected.

(3) The decisions of the general meeting enter into force immediately, unless their effect is postponed. Decisions that refer to the entries of circumstances provided for in the law are subject to entry in the Register of Non-Profit Legal Entities maintained by the Registration Agency.

(4) The General Assembly cannot make decisions on issues that are not included in the agenda announced in the invitation.

Minutes of the meeting of the general assembly

Art. 33. (1) The minutes of the meetings are drawn up by a secretary-minute-taker chosen by the person presiding over the meeting.

(2) The minutes shall be signed by the chairperson of the meeting and the minute-taker.

Section III

Management Board

Legal status and composition 

Art. 34. (1) The management body of BRS is the Management Board.

(2) The Board consists of 5 members, including the Chairperson and two vice-chairmen, a secretary and a treasurer. The Chairperson of the BRS is ex officio the Chairperson of the Board and participates in its work with an equal voice.

(3) Deputy. the chairmen and the secretary are elected at the first meeting by a simple majority of the composition of the Board.

Competence of the Management Board

Art. 35. Management Board:

  1. Implements the decisions of the general assembly;
  2. Assists the chairman in carrying out his functions;
  3. Makes decisions on current issues;
  4. Supports the work of the editors of magazines published by the association;
  5. Plans and organizes congresses, conferences, symposia and other scientific events;
  6. Makes motivated proposals to the general assembly for awarding prizes for scientific activity;
  7. Makes motivated proposals to the General Assembly for the announcement of honorary members of BRS to Bulgarian and foreign citizens;
  8. Makes a decision to exclude BRS members in the cases provided for in the statute;
  9. Performs other functions assigned to him by the statute and the law.
  10. Ensures the implementation of the decisions of the general assembly of BRS;

Management Board meetings

Art. 36. (1) Заседанията на УС се свикват от Председателя по негова инициатива или по писмено искане на 1/3 от всичките му членове.

(2)         Поканата съдържа дневния ред, датата, часа и мястото за провеждането на заседанието и се изпраща по електронна поща, факс или се връчва лично срещу подпис на всички членове на УС най-малко пет работни дни преди насрочения ден.

Вземане на решения от Управител(1) Meetings of the Management Board are convened by the Chairman on his initiative or at the written request of 1/3 of all its members.

(2) The invitation contains the agenda, date, time and place of the meeting and is sent by e-mail, fax or delivered in person against the signature of all members of the Board at least five working days before the scheduled day.

Decision-making by the Management Board

Art. 79. (1) The Executive Committee may take a decision if more than half of its members are present at the meeting.

(2) Decisions are made by a majority of those present.

(3) The decisions of the Management Board shall enter into force immediately, unless their effect is postponed.

Art. 48. Minutes are kept for the meetings of the Management Board, which reflect the discussions that took place, the proposals and applications made and the decisions taken. Minutes are authenticated with the signatures of the chairman of the relevant party and of the minute taker. The documentation is available to the chairman. The members of BRS and the members of the Management Board can familiarize themselves with the contents of the same.

Section IV

Control commission

Composition

Art. 39. (1)  The Control Commission (CC) is a control body of BRS, which consists of three members of the association elected by the general meeting, whose mandate is 3 (three) years.

(2) Members of the CC do not have the right to participate in the governing bodies of the BRS.

(3) The CC elects a Chairman from among its members.

Powers

Art. 40. Control Commission:

  1. Monitors compliance with the Statute;
  2. Monitors the implementation of the decisions of the BRS bodies;
  3. Monitors the lawful distribution and spending of the material and financial resources of BRS and presents to the general meeting a report on its activities;
  4. Checks the clerical work of the governing bodies.
  5. Takes a decision upon a complaint received from an expelled member, which is final.

 

Section V

Chairpeson

Election

Art. 41. (1) The chairperson of CC is elected by the General Assembly by secret ballot with a simple majority for a term of 3 years. The number of his mandates is not more than two consecutive.

Art. 42. (1) During the election of the chairman from the members of the association with the right to vote, electoral commissions are broadcast according to the number of ballot boxes. The members of the election commissions monitor compliance with the voting rules stipulated in the statute, establish the identity of the voters and keep a list of those who voted in the respective ballot box.

(2) The Board prepares in advance for the meeting of the General Assembly voting ballots in which the names of the candidates are indicated, as well as non-transparent ballot boxes, which are sealed at the meeting in front of the present members of the association. The ballots are provided to the members of the association with the right to vote against a signature, which is noted on a special list.

(3) Voting is carried out when the member of the association with the right to vote marks his choice with an X, folds the ballot so that the secret of his choice is preserved and drops it into the ballot box provided for this purpose. The voter identifies himself before the electoral commission responsible for the respective ballot box and signs in the list of voters.

(4) The number of ballot boxes shall be at least 1 for every 50 voting members present. An incorrect ballot may not be replaced more than once, and the incorrect ballot shall be returned by placing it in a separate opaque urn for invalid ballots and this shall be noted in the list under the preceding sentence. The provision of a second ballot shall be noted in the list of voters.

(5) After the end of the voting, the ballots are counted by the counting commissions in the presence of the members of the association present. A protocol is drawn up for the actual votes and a separate protocol for the number of invalid ballots. Each of the candidates for President has the right to participate in the counting personally or to designate one person (observer) to monitor the correct counting of the ballots.

(6) The results of the census shall be recorded in the minutes of the General Assembly.

Competence

Art. 43. Chairperson

  1. Represents BRS;
  2. Leads and coordinates the work of the Board;
  3. Convenes the general assembly;
  4. Convenes and leads the meetings of the Board;
  5. Prepares a report on the activity of BRS;
  6. After consultation with the members of the Management Board, it makes proposals to the National Health Insurance Fund (NHIF) about the parameters of the activity paid for by it, in outpatient and hospital care, performing medical control, developing quality criteria and indicators and rules for good medical practice , developing algorithms for clinical pathways, performing expertise of the medical activities paid by the NHIF, supporting and providing methodological assistance to the commissions for clinical expertise at the Regional Health Insurance Funds and performing expertise under Art.78 of the Health Insurance Act.

Art. 44. The powers of the chairperson are terminated before the end of the term of office:

  1. Death;
  2. In case of permanent inability to perform his duties for more than 6 m;
  3. When submitting a resignation to the Board. In this case, the Board at its meeting elects one of the deputies as Chairman. the presidents, who completes the mandate.

 

CHAPTER FOUR

  PROPERTY OF BRS

Section I

Property

Property of BRS 

Art. 45. BRS has property that consists of money, movable and immovable property, real rights thereto, rights to objects of intellectual property and other property rights, the possession of which is permitted by law.

Accountability. Obligation to keep archieves

Art. 46. (1) The activity of BRS is carried out in compliance with the requirements of the Accounting Act, the national chart of accounts and accounting standards and Bulgarian legislation.

Art. 47. BRS keeps a list of the members of the association, as well as the other books provided for in the statute and the law.

CHAPTER FIVE

TERMINATION, CONVERSION AND LIQUIDATION

Art. 48. (1) A decision on the termination of BRS and its liquidation or on its transformation (through merger, merger, Sectioning or spin-off) can only be taken by the General Assembly with a majority of 3/4 (three-fourths) of the members present with the right to vote. The Board of BRS shall notify in writing the termination or conversion to the Board of SBMS.

(2) Upon termination of the association, liquidation shall be carried out according to the procedure provided by law.

(3) The remaining property after satisfying the creditors remains in favor of Bulgarian Retinology Society.