ARTICLES OF ASSOCIATION
OF NONPROFIT ASSOCIATION CONDUCTING ACTIVITIES FOR PRIVATE BENEFIT
“BULGARIAN ASSOCIATION OF PLASTIC, RECONSTRUCTIVE AND AESTHETIC SURGERY”
(BULAPRAS) - Sofia
І. GENERAL PROVISIONS
Art.1. (1) The Bulgarian Association of Plastic, Reconstructive and Aesthetic Surgery (BULAPRAS) hereinafter referred to as the Association is a legal entity incorporated pursuant to the provisions of the Law on Nonprofit Legal Entities (LNPLE). (2) THE NONPROFIT ASSOCIATION “BULGARIAN ASSOCIATION OF PLASTIC, RECONSTRUCTIVE AND AESTHETIC SURGERY” is an entity distinct from its members and shall be liable for its actions with its property. The Association members shall be liable for its obligations only to the amount of the property contributions determined in these Articles of Association.
Art.2. (1) The nonprofit association shall conduct its activity under the name “Bulgarian Association of Plastic, Reconstructive and Aesthetic Surgery” which may additionally be written in other languages. (2) Each written statement on behalf of the Association shall contain its name, seat, address, registration information, including its BULSTAT number.
ІІІ. SEAT AND ADDRESS
Art.3. The seat of the Bulgarian Association of Plastic, Reconstructive and Aesthetic Surgery is 1431 Sofia, 1 Georgi Sofiyski Blvd., Clinic of Plastic Surgery of the Medical University – Sofia, District of Triaditsa.
ІV. DEFINITION OF THE CONDUCTED ACTIVITY
Art.4. The Association conducts its activity for private benefit pursuant to art. 2 of the LNPLE, using its means and property to cooperate with, support and counsel central and regional government bodies and other institutions, where medical specialists work, in all matters relating to plastic, reconstructive and aesthetic surgery.
V. AIMS AND OBJECTIVES
Art.5. The Association aims at:
- integrating and coordinating the activities of all plastic surgeons in Bulgaria thus increasing the efficiency of the specialty in the spheres of practice and education;
- providing support during the training of post-graduates in the field of plastic, reconstructive and aesthetic surgery;
- cooperating with government and other institutions to achieve the aforementioned;
- protecting the general professional, scientific and social interests of its members;
- improving their professional qualifications;
- protecting individuals against unprofessional medical conduct.
Art.6. In order to achieve its objectives the Association shall work towards:
- cooperation from the ruling and managing government bodies, central and regional medical agencies, organizations, complexes and others when developing regulatory acts, concepts, prognoses, programs and plans for the organization and the training in this field in Bulgaria;
- protection of the general professional, scientific and social interests of the plastic surgery specialists in Bulgaria;
- support for the public and private healthcare establishments where plastic surgery is practiced;
- accelerated integration and promotion of scientific and technical innovations in the surgical practice and science;
- cooperation between plastic surgey and other medical specialties;
- cooperation with related organizations in the country (unions, associations, charters, etc.);
- improvement of the surgeons’ qualifications;
- discussion of the current problems of the surgical practice and training, and solution proposals;
- membership in international non-govermental organizations and maintaining partnerships with related organizations abroad.
VІ. SCOPE OF ACTIVITIES
Art.7. The Association works towards the improvement of the level of higher medical education and post-graduate qualification in plastic, reconstructive and aesthetic surgery.
Art.8. The Association organizes individually or together with other unions, associations, charters, etc.:
- national or international scientific events, discussions, workshops, etc., as well as participation in such;
- Q&A meetings with heads of government and public organizations and other related organizations discussing the problems of plastic surgery and health prevention among the population;
- scientific research and data and material collection;
- financial support for the members of the Association regarding their research and work travels within the country, participation in scientific events abroad, and in case of financial difficulties;
- awarding prominent members with achievements in the field of plastic, reconstructive and aesthetic surgery;
- cooperation and counsel regarding accreditation of public and private healthcare establishments as centres for specialization and qualification improvement;
- cooperation in organizing courses and speciality training in plastic, reconstructive and aesthetic surgery.
VІІ. SCOPE OF FOR-PROFIT ACTIVITIES
Art.10. The Bulgarian Association of Plastic, Reconstructive and Aesthetic Surgery shall not conduct for-profit activities.
Art.10. The Association shall not be limited by term.
ІХ. MEMBERSHIP, RIGHTS AND OBLIGATIONS
Art.11. (1) Members of the Association can be competent natural persons who comply with the current Articles of Association, pay their membership fees and meet the requirements for the respective membership levels, established herein. (2) Foreign citizens who are prominent specialists in the field of plastic, reconstructive and aesthetic surgery may become members of the Association if they comply with the current Articles of Association and do not promote ideological and religious philosophies, are not barred from visiting the Republic of Bulgaria and do not work against the interests of our country.
(3) Members of the Association can also be legal entities whose activity is related to plastic, reconstructive and aesthetic surgery.
X. ADMISSION OF NEW MEMBERS AND TERMINATION OF MEMBERSHIP
Art.12. (1) A membership in the Association is initiated by participation in the Constituent Assembly or by a subsequent admission under the conditions of the current Articles of Association.
(2) The following levels of membership are established: full members – only surgeons with speciality qualifications in Plastic Surgery recognized by the laws of the Republic of Bulgaria and honorary members – Bulgarian and foreign individuals meeting the requirements of the current Articles of Association with established considerable contribution in the field of plastic, reconstructive and aesthetic surgery.
Art.13. Constitution of the Association is those who have made a decision and signed the constituent protocol and the Articles of Association.
Art.14. (1) The admission of new full members is done with a written application from the applicant sent to the Board of Directors of the Association, accompanied by two reference letters from full members of the Association, one year after acquiring speciality qualifications. A report on the applicant’s practice is recommended.
(2) The application from the aforementioned paragraphs is presented to the Board of Directors. The admission is done by the General Assembly by a proposal from the Board of Directors. Applicants are admitted if they receive 2/3 + 1 from the votes. Justification for refusal of new member admission is provided within 14 days of the decision.
(3) Applicants not admitted to the Association can apply for membership again by the general procedure.
Art.15. Honorary members are admitted by a decision of the Board of Directors of the Association with their consent.
Art.16. Members of the Association have the following rights and obligations:
- to participate in its activities;
- to participate in the activities of the General Assembly of the Association. Only full members have the right to vote and participate in the governing bodies;
- only full members can be elected to take part in the Association bodies;
- all members pay an annual membership fee. The membership fee is paid via a bank transfer by the month of May of the current year. The Treasurer monitors this and sends a notification letter in April to the ones who have not paid and makes a proposal to the Board of Directors for their expulsion no later than June the same year.
- to demand an explanation from the Association bodies about the neglect of decisions made and to request information about matters, which concern their interests;
- to ask for a cancellation of decisions which are illegal, against the regulations or wrong as well as actions or inactions of its bodies;
- all members have the right to receive professional protection from the Association.
Art.17. Association members neglecting their duties can be sanctioned with the following: "reproval”, “expulsion warning”, and “expulsion”. All these punishments are imposed by the Board of Directors.
Art.18. Membership in the Association is terminated due to:
(1) Death, termination of the activities of the Association, a member is placed under total interdiction, expulsion, and leaving the Association.
(2) Each member of the Association can terminate their membership at any time by informing in a written form the Chairman of the Board of Directors and after settling their membership liabilities with the Association.
(3) Members of the Association can be expelled if they violate the regulations or the decisions made by the Board of Directors, do not pay their membership fees for a period of one year after the set deadline or derogate the Association with their actions. The expulsion proposal is made by the Chairman of the Board of Directors after a report from the Ethics or Inspection Committee. Each member can request the expulsion of another member who has violated the Articles of Association or a decision by the Board of Directors or has derogated the Association. The proposal is submitted in a written form to the Chairman of the Board of Directors accompanied by the necessary proof.
(4) The expulsion decision from the aforementioned paragraph is made by the Board of Directors with a majority of 2/3 of its members and can be followed by an appeal to the General Assembly within 14 days after the notification. The General Assembly announces its decision on the appeal at its first regular meeting.
(5) Before deciding, the Board of Directors is obliged to listen to the member proposed for expulsion or to acquaint itself with his/her objections in a written form. For this purpose, the member is invited to the meeting of the Board of Directors or to present a preliminary explanation.
XI. GOVERNING BODIES
Art.19. The governing bodies of the Association are: the General Assembly (GA), the Board of Directors (BOD) and its Chairman.
Art.20. The General Assembly consists of all members of the Association. Only full members have the right to vote.
Art.21. The General Assembly is the supreme governing body of the Association.
Art.22. The General Assembly is called by the BOD at least once per year. The BOD can call for an emergency General Assembly when there are important reasons for that. An emergency General Assembly can be called for also with a request to the Board of Directors from 1/10 of the full members. If the Board of Directors does not do that within 14 days after the request for a meeting of the General Assembly, it is called by the regional judge.
Art.23. The General Assembly is called via a written invitation or an e-mail sent to each member at least 14 days before the day of the meeting. The invitation features the date, hour, and place of the meeting as well as the agenda. Those who wish so may get acquainted in advance with all documents, reports, accounts, etc. which will be discussed at the meeting.
Art.24. The meeting of the General Assembly is a regular one if called through the procedure described in the previous article or if at least half plus one of its members are present. In the absence of a quorum, the meeting is postponed by 1 hour. If after that time the necessary quorum is still not present, the meeting takes place regardless of the number of people in attendance.
Art.25. The decisions of the General Assembly are made with a simple majority. The decision for changes in the Articles of Association, the admission of new members, the termination of the activities of the Association or its merger with another association is made with a majority comprised of 2/3 of the members in attendance. A qualified majority of 2/3 is necessary as well when deciding on acquisition or requisition of real estate. The General Assembly can make decisions concerning matters unrelated to the agenda only with the consent of all present members with the right to vote.
The decisions of the General Assembly are written in the minute book and are signed by the Chairman and the Assembly Secretary.
Art.26. Only full members have the right to vote when making decisions at the General Assembly. This right is executed in person, via e-mail or through a written delegation of rights for specific decisions.
Art.27. The General Assembly has the right to:
- adopt, change and suppelement the Articles of Association. These decisions are made with a qualified majority;
- define the main directions, general tasks and programs of the activity of the Association;
- establish the number of members of the Board of Directors and to admit and dismiss them;
- accept the annual reports of the Board of Directors and relieve it of responsibility;
- adopt the work regulations of the organization and the other internal administrative acts;
Makes decisions related to the following matters:
- takes a stand regarding dangerous surgical techniques and medical products. It is voted by a qualified majority after which the BOD informs the government bodies and cooperates with them in placing a ban on their application;
- elects the members of the Ethics, Inspection and Scientific Committee the composition of which may be changed during a regular meeting of the Association in the presence of a quorum;
- The Ethics Committee consists of at least three members – a Chairman and members. It can be referred to through a spoken or written signal by a member of BULAPRAS as well as by individuals outside the Association. Its duty is to monitor the observance of the rules for good practice by the members of BULAPRAS as well as other physicians in the country and to present this information to the Association bodies – BOD and GA of BULAPRAS. In case of a written signal, the Ethics Committee is obliged to submit a written report regarding the case to the BOD of BULAPRAS, no later than 1 month after receiving the signal. The Ethics Committee and the BOD submit a report to the Ethics Committee of the Bulgarian Medical Association after a decision by BOD no later than a month after the internal report;
- by a proposal from the Ethics Committee, the BOD decides on the type of sanction: “reproval”, “expulsion warning” and “expulsion”;
- The Scientific Committee consists of at least three members – a Chairman and members. The Secretary of Science is a permanent member of the Scientific Committee and also its Chairman. The remaining two members are elected by the General Assembly. The requirements for scientific events are established by the Scientific Committee based on the type of the event and/or the publication requirements in an electronic form on the website;
- the Scientific and Ethics Committees participate in the new method proposals or the ban of already existing ones;
- the Inspection Committee consists of at least three members – a Chairman and members. BOD members cannot be part of it. Apart from the supervision of the annual and the final three-year report of the Association, the Inspection Committee can be referred to at any time through a written signal from a BULAPRAS member if a member or an entire committee does not observe its duties according to the Articles of Association. During a regular meeting and presence of a quorum, a proposal is made for a change in the members of a committee and for imposing sanctions.
- based on necessity, temporary committees can be formed for specific tasks the execution of which leads to exhaustion of their powers. The activities of the temporary committees are controlled by the GA and the BOD;
- makes decisions concerning the results from financial audits;
- зacquisition or requisition of real estate, movable property, and their property rights;
- managing the facilities of the Association and the use of its other material assets;
- all matters concerning the activity of the Association;
- termination of the activity of the Association or its reorganization;
- concerning the appealed decisions of the Board of Directors, issued according to the procedures from the current Articles of Association. General Assembly decisions are final.
Art.28. The Board of Directors consists of at least five full members of the Association.
Art.29. (1) The Board of Directors manages the matters of the Association and represents it according to the current Articles of Association.
(2) The BOD members can be part of other bodies and committees within the Association.
Art.30. (1) The BOD is run by a Chairman, elected from among the BOD members with a direct and secret vote from the GA.
(2) A BOD member might be dismissed due to a prolonged illness, long absence from the country or other valid reasons when the individual is unable to observe his/her duties.
(3) A new member from the GA is elected for any vacated BOD seat with the same term as the term of the current BOD.
(4) The BOD has a term of three years. The old one continues to perform its functions until the election of a new one.
(5) The BOD consists of a Chairman, Deputy Chairman, Secretary of Science, Secretary of Organizational Matters and a Treasurer.
(6) The Secretary of Organizational Matters should provide support to the Chairman and the Deputy Chairman, coordinate the activities of the committees, help with the organization of scientific forums, create and supervise the structure and activity of the post-graduate register, create and supervise a list of the practitioners on the territory of the country, with or without speciality qualifications.
(7) The Treasurer monitors and manages the financial matters of the Association. He/she supervises the membership fee payment, payment of fees and liabilities to third parties, rents or liabilities, maintenance of a website, negotiates with representatives from companies concerning the sponsorship of the events of BULAPRAS or on the website. The activity of the Treasurer is coordinated with the BOD of BULAPRAS and supervised by the Inspection Committee.
(8) As part of the structure of the Association there is also a technical secretary the amount paid to whom is determined by the BOD. The Association also has financial relations with a lawyer, accountant as well as in regard to services related to website maintenance. Art.31. The BOD has the following rights:
- to propose new member admissions and to impose sanctions on guilty parties;
- to manage the finances and properties of the Association;
- to discuss current matters concerning the activity of the Association.
Art.32. (1) The BOD Chairman is elected for a term of three years and is a Chairman of the Association. He/she represents it before government or municipal bodies, public organizations, legal entities and natural persons.
(2) The Chairman of the Association organizes the execution of the GA and BOD decisions and manages the current activity of the Association.
(3) In case of inability to conduct his/her duties for valid reasons, the Chairman has the right to delegate them to the Deputy Chairman or another member of the Board of Directors.
(4) The Chairman can be re-elected for no more than two consecutive terms.
Art.33. (1) The Association may have its own property, financial resources and its own budget.
(2) A register of the property of the Association is kept.
Чл. 34. The Association may use buildings and premises, inventory, medical equipment, short-term and long-term assets, provided for use according to the respective procedures from the municipality, the government or other legal entities and natural persons.
Art.35. The property of the Association is formed by:
- collecting membership fees;
- donations from natural persons and legal entities.
Art.36. A budget is set for each calendar year. It is accounted for annually observing the Accountancy Act and other regulatory acts in force.
Art.37. (1) The Association is terminated with a decision by the General Assembly according to the procedures in the Articles of Association.
(2) The termination of the Association is entered in the register of nonprofit association at the Sofia City Court.
The current Articles of Association was adopted at the General Assembly of the Bulgarian Association of Plastic, Reconstructive and Aesthetic Surgery which was held on November 1, 2000, and changed by the General Assembly of BULAPRAS held on April 18, 2008, the General Assembly of BULAPRAS held on September 28, 2012, the General Assembly of BULAPRAS held on March 23, 2013, and the General Assembly of BULAPRAS held on June 4, 2016.