STATUTES

of NATIONAL REAL PROPERTY ASSOCIATION

The NATIONAL REAL PROPERTY ASSOCIATION – NRPA is a voluntary, independent organization to carry out action in the private interest of legal entities and natural persons – “traders” under the meaning of the Commercial Act - that work and professionally deal with real property transactions, as well as of non-profit legal entities.

The name of the Association shall be transcribed into English as follows: “National Real Property Association”.

The Association has been incorporated for an unlimited period of time and carries out its action in compliance with the existing Bulgarian legislation and the international legal regulations which are applicable within the country.

The Association is a non-profit legal entity having its headquarters and registered address at: 1000 Sofia, 36A “Patriarh Evtimii” Blvd.

AIMS AND OBJECTIVES

Art. 1. The Association has as its main aim to protect and ensure the interests of its members and other citizens and persons during the agency of real property transactions.

Art. 2. NRPA has as its objective to influence the formation of real property market by establishing high professional criteria for agency in real property transactions.

Art. 3. NRPA has as its objective to join the efforts and ensure the professional interests of the agents in their activity.

Art. 4. NRPA has as its objective to establish and promote a moral and professional code for its members.

Art. 5. NRPA has as its objective to keep a constant balance between the interests of various persons who exercise the activity of “real property transactions” and to provide for a dynamic competitiveness between its members.

Art. 6. NRPA has as its objective to achieve regulation of the agency of real property transactions.

Act. 7. The National Real Property Association has as its objective to organize a system for information exchange /an information bank/ regarding real property, as well as its protection in view of the interests of NRPA members.

MEANS OF FULFILLING THE OBJECTIVES

Art. 8. (1) NRPA shall fulfill its objectives by:

a) Improving the professional qualities of NRPA members by organizing courses, seminars, schools in the following areas:

1. Civil Law /Real Law/;
2. Territory and Settlement Organization;
3. Construction;
4. Basics of Management and Finances;
5. Information Exchange Protection between NRPA Members;

b) Utilization of all and any legal means to keep the public and the state authorities informed on the issues concerning the professionals in this sector and in particular, the normative regulation of their activity in order to protect their interests;

c) Acquainting its members with the opportunities on the real property trade market in the country and abroad;

d) Establishing regional structures of NRPA throughout the country;

(2) In order to fulfill its objectives, NRPA establishes contact with similar organizations in the country and abroad, belongs to international non-governmental organizations, participates in congresses, symposia, seminars etc. If possible, NRPA organizes the issuing of a specialized edition – bulletin.

MEMBERSHIP

Art. 9. (1) A member of NRPA can become any trade association or sole trader that simultaneously meet the following requirements:

1. They have been registered in compliance with the legal requirements in the Republic of Bulgaria;
2. By work and profession, they deal with real property transactions;
3. They share the objectives of the Association and accept its Statutes and Code of Professional Ethics;
4. They have demonstrated high professionalism, loyalty and moral in their action as agents and they have at least one year of practical experience on the real property market;

(2) NRPA members can also be any non-profit legal entities which accept the objectives and the Statutes of NRPA.

(3) Membership to the Association is voluntary.

Art. 9A. (1) The applicants that would like to become NRPA members submit an application for membership to the Managing Board of NRPA. The application should be accompanied by letters of recommendation by at least two NRPA members from the respective Regional Structure, if there is such, that have been members of the Association for at least two years, as well as by a letter of recommendation by the Managing Board of the Regional Structure/the Chairperson of the Regional Structure. Provided that in the respective region there is not an established Regional Structure, the application for membership shall be accompanied by three letters of recommendation by NRPA members that have been members of the Association for at least two years.

(2) Provided that a given applicant has been denied membership, the same has the right to appeal the decision of the Managing Board before the General Assembly of NRPA.

Art. 10. The people who have signed the constituent protocol shall be considered to be founders.

Art. 11. (1) Associate members can also become members of NRPA.

(2) Associate members of NRPA shall be any natural person and legal entity, both local and international organizations, whose objectives and field of activity are similar to those of the Association.

(3) The applicants that want to become associate members shall file an application for membership to the NRPA, which shall be considered by the Managing Board of the Association. Its approval shall be performed by a decision of the Managing Board made with majority of 2/3 of all the people present.

(4) The associate members can participate in the activities of the General Assembly of the Association without the right to vote in the capacity of observers.

(5) The associate members shall pay a membership fee in the amount specified by the General Assembly.

Art. 12. The General Assembly of NRPA shall be able to award the title “honorary member” to natural persons who have contributed significantly to the fulfillment of the aims and objectives of the Association, as determined by the Statutes, and who meet any of the following requirements:

1. They have actively assisted in the implementation of the policy of NRPA within the society and the promotion of the organization in the country and abroad;

2. They have a significant scientific and practical contribution to the activity of NRPA;

3. They have facilitated the organizational structures of the Association towards the fulfillment of its objectives;

4. They have actively aided the activity of NRPA by offering donations.

Art. 13. The Chairperson of the Managing Board of NRPA prepares a reasoned proposal for awarding the title of “honorary member” and submits it for consideration by the General Assembly of NRPA.

Art. 14. A registry is kept of all NRPA members in which the date of acceptance as a member and the date of termination of membership as well as the reasons for this are indicated.

TERMINATION OF MEMBERSHIP

Art. 15. (1) The membership to NRPA shall be terminated:
1. by a unilateral statement to the Managing Board of NRPA;
2. upon termination of the existence of the legal entity or the sole trader;
3. by expelling;
4. upon termination of the existence of NRPA;
5. upon drop-out.

(2) The termination under paragraph 1, point 2 shall be ascertained by the Managing Board of NRPA on the grounds of documents.

(3) The decision for expelling is made by the Managing Board of NRPA by majority of 2/3 of all the people present in the event of ascertained gross violations of the present Statutes or of serious injury to the interests of the Association. The decision can be appealed before the General Assembly of NRPA.

(4) Drop-out due to non-payment of the statutory installments and systematic non-participation in the activity of the Association shall be ascertained on the grounds of documents by the Managing Board. This decision can be appealed before the General Assembly.

(5) An expelled NRPA member cannot apply for membership within the next three years, whether it is a natural person and/or legal entity.

(6) In all cases of termination of membership the Managing Board shall be obligated within a seven-day period to notify the respective Regional Structure whose member the expelled/dropped out member is.

RIGHTS AND OBLIGATIONS OF THE MEMBERS

Art. 16. Each NRPA member is entitled:
1. to elect, be elected and participate in the managing bodies of the Association;
2. to be informed on the activity of the Association, to benefit from its activity, property and results according to the procedure stipulated in the present Statutes;
3. to seek and receive assistance from the managing bodies of the Association in the settlement of specific problems related to professional qualification.

Art. 17. Each NRPA member is obligated:
1. to keep the Statutes of the Association and the Code of Professional Ethics;
2. to implement the decisions of the General Assembly, the Managing Board of NRPA and the Managing Board of the Regional Structures/the Chairperson of the Regional Structures;
3. to pay regularly the membership fee;
4. to maintain a high level of its professional qualification.

BODIES OF THE ASSOCIATION

Art. 18. The Bodies of the Association are as follows:
1. General Assembly (GA);
2. National Council (NC);
3. Managing Board (MB);
4. Regional Structures (RS);
5. Supervisory Board (SB);
6. Commission on Professional Ethics.

GENERAL ASSEMBLY

Art. 19. (1) The General Assembly is a supreme managing body of the Association, consists of all its members and has the following rights:
1. amends the Statutes;
2. elects and relieves the members of the National Council, the Managing Board, the Supervisory Board and the Commission on Professional Ethics;
3. directly elects the Chairperson of the Managing Board;
4. makes decisions regarding the reorganization and termination of the Association;
5. makes decisions regarding the distribution of the property remaining upon liquidation after the creditors have been satisfied;
6. approves the activity programme of the Association;
7. approves the budget of the Association;
8. makes decisions regarding the owing and the amount of the due membership fee or the property installments;
9. approves the activity reports of the Managing Board and the reports of the Supervisory Board;
10. cancels the decisions of all other Bodies of the Association which are contradictory to the law, the Statutes or any other inner acts which regulate the activity of the Association;
11. considers complaints against the decisions of the Managing Board, including acceptance or expelling members of the Association;
12. awards the title “honorary member”.

(2) The General Assembly makes the decisions under points 1, 4, 5 and 6 from the preceding paragraph by a qualified majority of 2/3 of all members present, and all the other decisions by an simple majority. The General Assembly cannot make decisions regarding issues which have not been included in the agenda announced in the invitation.

(3) The decisions of the General Assembly are binding on the members and bodies of the Association.

(4) The decisions of the General Assembly are subject to court control regarding their legality and compliance with the Statutes.

Art. 20. (1) The General Assembly shall be convened to a regular meeting at least once a year by the Managing Board on its own initiative or upon a request by 1/3 of the members of the Association. The General Assembly can also be convened to an extraordinary meeting upon a request by 1/10 of its members or the Managing Board in order to settle matters which cannot be postponed.

(2) The invitation should include the agenda, date, time and place for holding the General Assembly and on whose initiative it is being convened. The invitation is promulgated in the State Gazette and is placed on the announcement board in the building in which the management of the Association is located at least one month prior to the appointed day.

Art. 21. The General Assembly shall be legal if more than half of all members are present. Upon lack of quorum, the Assembly shall be postponed for one hour later, in the same place, with the same agenda and shall be held regardless of the number of members present.

Art. 22. (1) Each member of the General Assembly shall be entitled to one vote in the General Assembly.

(2) No member of the General Assembly shall have the right to vote during the settlement of issues which concern them.

(3) One person can represent not more than three members of the General Assembly on the grounds of a written Power of Attorney. No reauthorization shall be allowed.

NATIONAL COUNCIL

Art. 23. (1) The National Council is an advisory body of the Association, which during the period between the general assemblies assists the Managing Board, the regional structures and the work commissions in the implementation of the decisions of the General Assembly.

((2) The National Council consists by right of the Chairperson and the Members of the Managing Board of NRPA, the Chairpersons of the Regional Managing Boards, the Chairpersons of the permanent commissions at the Managing Board, and the Ex-Chairpersons of the Association.

(3) Under a decision of the General Assembly and the Managing Board of the Association, persons other than the ones specified in Art. 23, paragraph 2 can be included in the activity of the National Council who have contributed to the establishment and development of the organization, as well as individuals having huge professional experience, and authority among the public and the members of the Association.

(4) The Chairperson of the Association is by right Chairperson of the National Council.

Art. 24. (1) The National Council shall issue statements on all matters included in the agenda of the respective meeting.

(2) Stenographic minutes shall be kept during the meetings of the National council.

(3) The statements of the National Council shall be advisable with regard to the managing bodies of the Association.

Art. 25. The National Council shall be convened by its Chairperson if any issues regarding the strategy and development of the Association arise or upon a request by 1/3 of the members of the National Council, but not less often than two times a year.

MANAGING BOARD

Art. 28. (1) The Managing Board is a permanently operating collective body of management which manages and organizes the overall activity of the Association. It consists of nine people, one of whom is a Chairperson and one is a Deputy-Chairperson.

(2) The Managing Board is elected by the General Assembly by a simple majority for a period of two years. The Chairperson of the Association is by right Chairperson of the Managing Board.

(3) In the activity of the Managing Board also participates an Executive Director who is appointed under an employment contract by the Managing Board. At the meetings of the Managing Board the Executive Director is entitled to a deliberative vote.

Art. 29. (1) The Managing Board:

1. Represents the Association by its Chairperson;
2. Elects a Deputy-Chairperson of the Managing Board who, when the Chairperson is obstructed, manages the activity of the Managing Board and represents the Association;
3. Enforces the decisions of the General Assembly and takes into consideration the statements of the National Council;
4. Administers the property of the Association in compliance with the requirements of the present Statutes;
5. Appoints a liquidator upon the termination of the Association;
6. Prepares and convenes regular and extraordinary meetings of the National Council and the General Assembly;
7. Manages and controls the activity of the Regional Structures;
8. Accepts and expels members of the Association;
9. Makes decisions regarding the opening and closing down of Regional Structures;
10. Registers the Regional Managing Boards and their Chairpersons;
11. Makes decisions on the Association’s participation in other organizations;
12. Makes decisions on current issues regarding the activity of the Association;
13. Works out the draft budget of the Association and submits it to be approved by the General Assembly;
14. Organizes the holding of work meetings, courses, seminars etc. and develops programmes for holding them;
15. Establishes work commissions, selects their members and prepares Regulations on their activity;
16. Proposes the amount of the due membership fee to be approved by the General Assembly;
17. Appoints an Executive Director and other staff associates, determined their powers and remuneration;
18. Accepts applications by new members;
19. Approves inner and other acts of the Association;
20. Considers the proposals for awarding the title “honorary member” of the Association.

(2) The Managing Board makes its decisions by a simple majority of the members present, excluding the decisions under points 2, 4, 8, 11, 13 and 16 from the preceding paragraph, which shall be made by a qualified majority of all members of the Managing Board present. The Managing Board can make decisions without holding meetings provided that the minutes regarding the decision made are signed without any remarks and objections by all members of the Managing Board.

(3) The decisions of the Managing Board are binding on all members of the Association and are subject to appeal before the General Assembly of the Association.

Art. 30. The meetings of the Managing Board are convened and managed by the Chairperson. The Chairperson is obligated to convene a meeting of the Managing Board upon written request by 1/3 of its members. Provided that the Chairperson does not convene a meeting of the Managing Board within a week, it can be convened by any of the interested members of the Managing Board. If the Chairperson is absent, the meeting is chaired by the Deputy-Chairperson.

Art. 31. (1) Each member of the Managing Board is entitled to one vote. The Managing Board can make decisions provided that more than half of its members are present at the meetings.

(2) Any person shall be considered to be present if they are connected by a two-side telephone connection or any other connection, which guarantees that their identity can be established and allows their participation in the discussion and decision-making. The voting of such a member is registered in the minutes by the chairperson of the meeting.

CHAIRPERSON OF THE ASSOCIATION

Art. 32. (1) The Chairperson of the Association is elected by the General Assembly for a period of twenty-four months by a simple majority of all members present. They cannot be elected for more than two mandates in a row.

(2) The Chairperson of the Association is chairperson of the National Council and the Managing Board and in this capacity organizes the activity of the National Council, the Managing Board and the Regional Structures.

(3) The Chairperson represents the Association in its relations with all state and municipal authorities, all natural persons and legal entities.

(4) The Chairperson is held accountable before the General Assembly for the things they have done throughout their mandate.

REGIONAL STRUCTURES

Art. 33. The Managing Board of NRPA makes decisions and establishes Regional Structures (RS) on the territory of the Republic of Bulgaria in order to fulfill the aims, the programme and the objectives of the Association in the respective regions provided that in the region there are at lest five companies which are NRPA members. NRPA can have only one regional structure in a given settlement.

Art. 34. The NRPA members, which have their headquarters and registered address in the respective region, are members of the Regional Structure.

Art. 35. The Bodies of the Regional Structure are as follows:
1. Regional Assembly;
2. Regional Managing Board (RMB).

Art. 36. (1) The Regional Assembly comprises all NRPA members in the respective region.

(2) The Regional Assembly decides on the election of a Regional Managing Board and a Chairperson of the Regional Assembly.

(3) The Regional Assembly is convened at least once a year. It is legitimate if more than half of all members are present. Upon lack of quorum, the Assembly shall be postponed for one hour later, in the same place, with the same agenda and shall be held regardless of the number of members present.

(4) Each member of the Regional Assembly is entitled to one vote in the Regional Assembly. The decisions are made by a simple majority.

(5) One person can represent not more than three members of the Regional Assembly on the grounds of a written Power of Attorney. No reauthorization shall be allowed.

(6) Each member of the Regional Assembly can appeal the decision of the Regional Assembly before the Managing Board of NRPA.

Art. 37. (1) The Regional Managing Board comprises three to five people and is elected for a period of two years by a simple majority of all the people present at the Regional Assembly.

(2) In the regions where the Regional Assembly has fewer than 10 members, only a Chairperson can be elected by a simple majority of all the people present at the Regional Assembly.

Art. 38. The Regional Managing Board/the Chairperson of the Regional Assembly:
1. 1. Provides for the implementation of the aims, the programme and the objectives of NRPA, as well as the decisions of the Managing Board of NRPA in the respective region;
2. Convenes a Regional Assembly at least once a year;
3. Reports its activity to the Managing Board of NRPA;
4. Gives a letter of recommendation for each new application for membership to NRPA coming from the respective region;
5. Assists in the collection of the membership fee of the NRPA members in the respective region;
6. Decides on the establishment of work commissions at the Regional Managing Board.

Art. 39. The Chairperson of the Regional Managing Board represents the Regional Managing Board and NRPA before all natural persons and legal entities from the respective region and reports its activity to the Regional Managing Board, the Regional Assembly and the Managing Board of NRPA.

SUPERVISORY BOARD

Art. 40. (1) The Supervisory Board comprises three members elected by the General Assembly of NRPA for a period of twenty-four months. At its first meeting the Supervisory Board elects its Chairperson among its members.

(2) The Supervisory Board reviews the income and costs of the Association, the condition of its property, its administration and management.

(3) The Supervisory Board is convened by its Chairperson at least twice a year and its meetings are legitimate if all its members are present.

(4) The Supervisory Board makes decisions by majority of 2/3 of its members.

(5) The Supervisory Board reports the fulfillment of its obligations only to the General Assembly.

COMMISSION ON PROFESSIONAL ETHICS

Art. 40A. (1) The Commission on Professional Ethics comprises three members elected by the General Assembly of NRPA for a period of twenty-four months. At its first meeting the Commission on Professional Ethics elects its Chairperson among its members.

(2) The Commission on Professional Ethics monitors the observance of the rules and regulations of interaction between the real property companies which are members of the Association, as defined by the Code of Professional Ethics of NRPA.

(3) The procedure and the method of work of the Commission on Professional Ethics are regulated by the Regulation on its activity which has been approved by the General Assembly of the Association.

PROPERTY

Art. 41. (1) The property of NRPA shall be gathered from: members’ initiation fees; membership fee; members’ property fees; donations and wills and in any other ways and means which have not been prohibited by the law.

(2) The funds of NRPA can be used in order to acquire possessions and properties towards the implementation of its activity, as well as the covering of its costs.

(3) NRPA’s property shall be administered by the Managing Board and used by its members.

(4) Upon termination of the Association, the property which has remained after the creditors have been satisfied shall be distributed as the General Assembly deems proper.

ANNUAL REPORT

Art. 42. The annual report shall be prepared by the Managing Board and the Supervisory Board and shall be approved by the General Assembly.

REPRESENTATION

Art. 43. NRPA shall be represented by its Chairperson. All documents shall be signed by them and sealed with the seal of the Association.