Published: 22-09-2005

Last update: 13-11-2005

 

New Magnaura Circle

was founded on March 18, 2003 certificate ą2450 of the Regional Court of Plovdiv

as

a non-profit organization for public activity

and main object of activity:

Performing humanitarian actions towards peoples' prevention from delusions, cultivation of critical attitude towards the surrounding reality, as well as formation of positive attitude towards education as a way of mental improvement.

On April 24, 2003 the Circle was registered at the Central Register of The Ministry of Law, which can be found here:

http://www.mjeli.government.bg/registerngo/

The headquarters of the Circle are in Plovdiv, Bulgaria.

The unified identification code in BULSTAT Register is: 115785134.

Mailing address:

48, Philip Makedonski Str. 48

4000 Plovdiv

Ĺ-mail:  contact@newmagnaura.org

New Magnaura Circle is registered with the following

Constitution

Note: The full version of the Constitution will be published soon.

Article 1.  This Constitution (Statute) arranges the most important principles of the establishment, the organization, the activity and the cessation of New Magnaura Circle.

Article 2.  New Magnaura Circle, called in brief the “Circle” in this Constitution, is a non governmental association of physical and juridical persons, registered under the prescriptions of the Law of Juridical Persons with Non-profit Aims (LJPNA).

Article 3.  The Circle is a body, separated from its own members, and it is responsible for its duties with its property.

Article 4.  Every written statement on behalf of the Circle has to bear the Circle's name, its headquarters, address, and legal registration, including the BULSTAT (The Integrated National Administrative Register of Republic of Bulgaria).

Headquarters & address

Article 5.  The Headquarters of the Circle are in Plovdiv, district of Plovdiv, with an address, determined by the Executive Council, and entered into the legal register.

Goals

Article 6.  The main goals of the New Magnaura Circle are:

1.  to develop and confirm the fundamental values of the civic society, freedom of personality, taking advantage of the science and arts achievements;

2.  to sustain and increase the intellectual and spiritual status of the society, forming an aspiration for knowledge, competence, mental improvement and a sense of mutual aid;

3.  to uphold and cultivate people's contacts with the purpose of popularizing of the attainments of Bulgarian creators in the country and abroad;

4.  to contribute to the reinforcement of a new (by spirit and sensitivity) education, based on a wide range of cognitive realms, on profound self-knowledge, as well as on a strict analysis and objectivity in the assessment and setting up of scientific, artistic, religious and other social messages;

5.  to give assistance to social orientation and personal development of people in non-equivalent positions;

6.  to strengthen the highly-humane values, that are underlying in the Manifesto and advertised and accepted by the Circle founders.

Object of activity

Article 7.  The object of activity of the Circle is defined as spreading out of humanitarian work, directed to:

1.  protection of people from delusions;

2.  supporting to the cultivation of critical peoples attitude to the surrounding reality;

3.  formation of positive opinion towards the enlightenment as a way of mental improvement.

Defining of projected activity

Article 8.  Being an association with non economic goals the New Magnaura Circle performs its activity in the field of the social benefit.

Means of goals’ achievement

Article 9.  The means of goals' achievement for the Circle are:

1.  organization of lectures, discussions, seminars, conferences etc.;

2.  organization of concerts, exhibitions, competitions, festivals, workshops etc.;

3.  management of wide educational programmes and publishing activities;

4.  appointment of expert groups for taking part in public discussions and initiatives of other organizations, sharing the goals of the Circle;

5.  organization of international exchange, mutual activities and cooperation with similar organizations in Bulgaria and abroad, as well as membership in them;

6.  management of other activities, including economic ones, that are not prohibited by the law, and that are in support of the goals of the Circle.

Terms

Article 10.  The existence of the Circle is not limited by any final date.

Membership

Article 11.  Members of the New Magnaura Circle can be Bulgarian or foreign juridical and able-bodied persons, willing to contribute to the goals of the Circle, accepting the Manifesto and the Constitution and are men of high repute.

Becoming a member

Article 12. (1) Membership in the Circle is voluntary.

(2)  In order to become a member, the candidate must:

1.  hand in an application form to the Executive Council, together with a short CV, alternatively - a historical reference for the juridical persons;

2.  take part in a conversation with representatives of the Expert council at the Circle;

3.  sign up a written statement that he/she is familiar with and accepts the principles of the Manifesto and the decrees of the Constitution;

4.  pay in an affiliation fee.

(3)  The candidates who are juridical persons must submit with their application copies of the transcripts of their documents of registration and a resolution of their governing bodies for membership in the Circle. They are represented by an explicitly authorized for the purpose representative.

(4)  The Expert council at the Executive Council of the Circle must work out a justified written position for the candidate’s membership and submit it on the next session of the General Assembly. The position is obligatorily put to the vote.

(5)  An elected candidate is the one who receives more than two-thirds of all the votes of the members of the Circle. The Memberships is acquired from the date of the General Assembly’s resolution.

Members’ rights & obligations

Article 13.  The members of the Circle have the following rights:

1.  to participate in the management of the Circle and to be elected to individual managing position or to the body of collective managerial or accessory bodies of the Circle, without any limitations in relation to the number of consecutively-held mandates;

2.  to be informed of the Circle’s activities;

3.  to have access and make use of the Circle’s properties, inasmuch it is relevant to its management and functions within the bounds of its managerial or accessory bodies or tasks, being performed, entrusted by a ruling of these bodies;

4.  to enjoy the benefits of the Circle’s activities in agreement with the decrees of this Constitution.

Article 14.  The members of the Circle are under the obligation:

1.  to observe the decrees of this Constitution and to implement to the letter and in due time the rulings of the governing bodies of the Circle;

2.  to participate in the activities of the Circle and to work towards the implementation of its goals;

3.  to raise the authority of the Circle as a whole and of its members in particular, as well as not to allow  actions or inactions, running counter to the Circle’s goals or harming it in any conceivable way before third parties;

4.  to contribute to the enlargement of the Circle’s properties;

5.  to submit in time the payment or membership fee, regulated by this Constitution.

Article 15.  The membership rights and obligations, barring the property ones, are     not to be transferred to third parties in case of death or cessation of membership.

Article 16.  (1) In implementation of the activities in the collective bodies of the Circle i.e. the Executive and the Expert councils, the members of the Circle have the right to delegate power to third parties to execute temporarily their rights in the former stead, inasmuch it is necessary and it does not violate a Circle’s body’s will.

(2)  Authorization on the previous paragraph is carried out in written form and comes into force after the Executive Council has been notified by letter. In all cases of authorization, the authorizing member of the Circle carries the responsibility for any failure of implementing the incumbent duties.

Article 17.  The members of New Magnaura Circle bear the responsibility only up to the envisaged by this Constitution properties fees. The creditors have no legal right to claim personal properties beyond this amount.

Cessation of membership

Article 18.  Membership in New Magnaura Circle is discontinued:

1.  by a single written statement, addressing the Chairman of the Executive council of the Circle;

2.  by death or judicial disability, respectively cessation of the juridical person, member of the Circle;

3.  by expulsion;

4.  due to failure to pay the established  financial or properties payments or due to systematical non-participation in the activities of the Circle.

Article 19. (1) Expulsion from New Magnaura Circle is carried out in the presence of a disreputable to the prestige of the Circle behavior, making further membership incompatible. The act is enforced under the following procedure:

1.  a discussion is held with the member by a representative of the Expert council, respectively with the authorized representative of the juridical person – member;

2.  a standpoint is worked out on the issue of expulsion by a committee at the Expert council;

3.  the standpoint is put forward by the Expert council to the upcoming reconvening of the General Assembly, which makes a decision by a majority of two-thirds of its votes.

(2)  Every member of the Circle can approach the Executive council on the expulsion of a certain member and in such cases the Executive council refers the matter to the Chairman of the Expert council so that the latter can apply the procedure in accordance with the antecedent paragraph.

(3)  Every member, subject to expulsion from the Circle can call in question the standpoint of the Expert council before the General Assembly, which is discussing the matter. The pronouncement of the General Assembly on the case is peremptory.

Article 20. (1) Expulsion comes into force upon the decision made by the General Assembly, when a member of the Circle:

1.  has not given its affiliation fee or other payment, due according to the stipulated way and time;

2.  has not paid in two consecutive payments on his/her membership due;

3.  has ceased his/her participation in the activities of the Circle, having been absent without giving a reason for more than two consecutive sessions of the General Assembly or other executive or subsidiary body.

(2)  The circumstances on the prior paragraph are ascertained by a committee at the Expert council on the grounds of the documents of the Circle related to the envisaged by this Constitution set of rules; the committee reports on the dropout member at the next General Assembly. The decision for the cessation of membership is taken deliberately and in written form by a majority of two-thirds of all the members at the session of the General Assembly.

Article 21.  When cessation occurs, the New Magnaura Circle is not entitled to any compensation or paying back of the membership fees.

Bodies

Article 22.  The new Magnaura Circle has two collective governing bodies and an accessory consultative and collective body. These bodies are:

1.  General assembly;

2.  Executive council;

3.  Expert council.

Article 23.  The supreme body of the Circle is the General assembly, its executive body is the Executive council, while the Expert council is an accessory consultative body.

General assembly

Article 24.  (1) The General assembly is the supreme governing body of the Circle. It includes all the members of the Circle.

(2)  Juridical persons take part in the General Assembly through deliberately authorized for the purpose persons.

(3)  The members of the Circle have the right to authorize by a deliberate written letter of attorney an able-bodied person to represent them at a single or unlimited number of sessions of the General Assembly. The representative do not enjoy the right to represent more than three members simultaneously and to yield their power to third parties.

Competence of General assembly

Article 25.  The General Assembly of the New Magnaura Circle can:

  1.  alter and complement the Constitution of the Circle;

  2.  take decisions for the reformation of the Circle or for its cessation;

  3.  take decisions for the inclusion of the Circle in the activities of other organizations;

  4.  take decisions for the number of the members of the Executive council and elect them;

  5.  elect the Chairman of the Executive council among its members;

  6.  take decisions for the number of the members of the Expert council and elect them;

  7.  guide and control the general tendencies of the activities of the Circle by the approval of its acts;

  8.  vote the budget of the Circle and hear its financial report;

  9.  vote the annual report of the Executive council;

10.  rescind or transforms decisions of other bodies of the Circle, running counter to the laws or to this Constitution;

11.  take decisions as to the liabilities or the amount of the monthly fees or other payments;

12.  define rules for handling the Circle’s properties, including such given gratuitously;

13.  take decisions on all other matters, laid within its competence by the laws or this Constitution.

Article 26.  The sessions of the General Assembly are held in convenient premises in the town/city of the Circle’s headquarters at least once a year.

Article 27.  The initiative for the reconvening of the General assembly of the Circle is laid upon the Executive council, as well as minimum 1/3 of the members of the Circle who express their will in a motivated written demand to the Executive council. In this case, the Executive council sends a written invitation to the members of the General assembly within a month of the demand. If this duty fails to be carried out the General assembly is reconvened by a court ruling on the headquarters of the Circle by a written request of the parties concerned or by a deliberately authorized by them person.

Article 28.  The invitation for the reconvening of the General assembly has to be written and to contain the agenda, date, exact hour and venue of the General assembly, as well as on whose initiative it is to be held. The invitation is published in “Darzhaven vestnik” (State newspaper) and is placed in the classified ads columns with the address of the Circle’s headquarters, at least a month ahead of the date of reconvening.

Article 29.  Towards the date of public release of the invitation under the abovementioned paragraph the materials, connected with the agenda, have to be available at the address of governance of the Circle and to be submitted to every member on demand.

Quorum

Article 30.  (1) A session of the General assembly is legitimate if more than a half of its members attend it. In case of lack of quorum, the session is held an hour later at the same place and time and with the same agenda and is considered legitimate irrespective of the attendance.

(2)  The quorum is established by the chair of the session through a list, containing the names of all members of the General assembly. All attending members, or the authorized representatives, sign up in the referred list, and then it is certified by the chair and the recorder of the minutes and is enclosed to the minutes.

Voting

Article 31. Every member of the Circle has the right to a single vote.

Conflict of interests

Article 32.  A member of the Circle has no right to the vote in cases which refer to:

1.  himself/herself, his/her relative or spouse, direct line of descent –with no limit, lateral branch – up to fourth degree, or kinship by marriage – up to second degree;

2.  juridical persons in which he/she is manager, or can override or obscure taking a decision.

General assembly decisions

Article 33.  (1) The decisions of the General assembly are taken by a common majority of more than a half of the present members.

(2)  When a decision of accession, expulsion or dropping out of the Circle is taken, the General assembly takes decisions by a majority of minimum two-thirds of the overall number of its members.

Article 34.  The General assembly can not take decisions if the pending issues have not been announced in the agenda reflected in the publicly released invitation.

General assembly protocols

Article 35.  (1) Minutes are taken at every session of the General assembly, which are certified by the chair of the session and the secretary (recorder of the minutes), who are responsible for the fidelity of its contents.

(2)  The minutes, together with the attached list of attendance and the written materials on the reconvening and the proceedings of the General assembly, are entered into a special book.

(3)  Every member, having attended a session of the General assembly, has the right to watch for the fidelity and truthfulness of the minutes and the decisions taken.

Surveillance of the General assembly

Article 36.  Every member of the Circle, the Executive council and the prosecutor are in their lawful right to approach the court on the registration of the New Magnaura Circle, so that the former can make a pronouncement as to the conformity with the law of a decision of the General assembly, as well as, as to the compliance with this Constitution. This must happen within a month of any knowledge of the abovementioned decision, no later than a year of its having been taken into force.

Executive Council

Article 37.  The executive council is the supreme executive body of the New Magnaura Circle.

Article 38.  The number of members of the Executive council is established by a special decision of the Founding assembly and then can be altered by a decision of the General assembly. The Founding, respectively General assembly, elects members to the Executive council, after which they elect the Chairman of the Executive council. At its first session, the Executive council elects among its members Deputy-chairman and Treasurer.

Article 39.  The Executive council is elected for a five-year term and its members can be reelected unlimited number of times.

Article 40.  The Executive council:

1.  works out the agenda for the Circle’s activities and drafts the budget which is then moved in to the Executive council  for approval;

2.  defines the order and organizes the fulfillment of the approved agenda and budget;

3.  develops and moves in for discussion and approval by the General assembly an annual report on the activities of the Circle and submits the above-mentioned report to the Central Register of the Ministry of Justice;

4.  approves the Chairman of the Expert Council on the proposal of the Chairman of the Executive council;

5.  approves the address of the Circle;

6.  approves rules for its work;

7.  if cessation occurs, it carries out all the necessary activities strictly following the law;

8.  takes decisions on all matters except for the those within the competence of the General assembly of the Circle.

Article 41.  The Executive council reconvenes on the initiative of the Chairman, at least once a month, as well as in cases of written request by some of the members of the Circle. The Executive council reconvenes with a one-week written notice and published agenda. If the Chairman doesn’t summon the Executive council within this seven-day period, the session is held and, if quorum is established, is considered legal. The Executive council holds a meeting once a week the most.

Article 42.  (1) The sessions of the Executive council are considered regular if it is attended by more than a half of its members.

(2)  Minutes is taken at the sessions of the Executive council.

(3)  A regular decision of the Executive council can be taken even outside a session, if the minutes are signed up without any minority reports, by all its members. Also attendance of a member is considered valid if they can maintain bilateral telephone or other connection, making the identity of the member indisputably recognizable, and thus enabling him to participate and take decisions. In such a case the vote of such a member is certified in the minutes by the Chairman of the council.

Article 43.  The sessions of the Executive council are led by the Chairman and in his absence – by his deputy. The sessions can be led by a deliberately chosen by the Chairman member of the council.

Executive Council decisions

Article 44.  The executive council takes decisions by a majority of those present, while in the case of article 31, points 3 and 6 as well as article 14, paragraph 2 from the Law of Juridical Persons with Non-profit Aims – by a majority of its members by list.

Surveillance of the Executive Council

Article 45.  Every concerned member of the Circle can question before the General assembly a decision taken by the Executive council, which contradicts the law, the Constitution of the Circle, or a prior decision of the General assembly. This must be done within a month of learning about the decision, but no later than a year of taking the decision.

Article 46.  The members of the Executive council bear collective responsibility for their actions or inactions that damage the Circle’s interest, including the property of the Circle or its material interests.

Chairman of the Executive Council

Article 47.  The general assembly elects among the members of the Executive council its Chairman.

Article 48.  The Chairman of the New Magnaura Circle:

1.  represents the organization before all juridical and physical persons, or state bodies;

2.  organizes, leads and bears the responsibility for all the activities of the Circle.

Article 49.  The Chairman is elected for a five-year term.

Article 50.  (1) In his activities the Chairman is supported by the Deputy-Chairman and the Treasurer.

(2)  The Deputy-Chairman may represent the Chairman only in deliberately defined by the latter cases after proper authorization.

(3)  The mandates of the persons on paragraph 1are ceased together with the cessation of the mandate of the Chairman, or the Executive council.

Expert Council

Article 51.  The Expert council is an accessory consultative body of the Executive council.

Article 52.  The Expert council includes specialists from different fields of science, technology, pedagogy, politics, religious beliefs, as well as other fields of public activities, coming into the New Magnaura Circle’s spheres of interest.

Article 53.  The Expert council:

1.  elects among its member its Chairman who is subject to approval by the Executive council;

2.  works out and proposes to the Executive Council standpoints on all matters, concerning the activities of the Circle;

3.  forms its own committees for work in different directions or on specific matters.

Property of the Circle

Article 54.  The property of the New Magnaura Circle consists of the right of ownership and other real rights on movable and real estate property, claims and other rights, according to the law.

Origins of resources

Article 55.  The sources of the means of the Circle are the membership fees of its members, the economic activity of the Circle, envisaged in this Constitution, donations by physical or juridical Bulgarian or foreign persons, as well as sponsorship acts.

Membership fees

Article 56.  The membership fees of the members of the Circle, in terms of amount, are approved by the General assembly, which by force of decision shows the way of their payments.

Article 57.  All members of the Circle have to pay a monthly membership fee. Its amount is defined by a decision of the General assembly, except for the case when the latter doesn’t yield its rights, by a previously taken decision, to the Executive council.

Article 58.  If the annual balance of payment is negative, eg. a loss is sustained then the General assembly may take a decision, connected with an additional fees contributed by the members of the Circle, to cover the loss(es). This decision should be taken by a majority of two-thirds of the members present.

Economic activity

Article 59.  (1) The New Magnaura Circle can perform economic activities, not forbidden by the laws of the country and solely contributing to its goals.

(2)  The Circle may utilise its income from the economic activities in abovementioned paragraph only to fulfil its aims.

(3)  The performance of the economic activities in the abovementioned paragraph 1 is subject to the conditions and order defined by the laws which regulate it.

(4)  The Circle doesn’t spread out any profit or dividend.

Expenditures

Article 60. (1) The Circle can gratuitously spend its means and perform activities, directed towards the achievement of the goals, defined by this Constitution and the Law of Juridical Persons with Non-profit Aims.

(2)  For gratuitous spending of the property of the Circle in favor of the persons under article 41, paragraph 3 from 3 of the Law of Juridical Persons with Non-profit Aim, the General assembly takes a well-motivated decision by a two-thirds majority of all its members.

(3)  The Circle selects the persons to be supported and the means of support in accordance with its aims and financial means in agreement with the order and rules for the fulfillment of activities. The information about the order by which the selection is made is open to the public and is entered into the Central Register.

(4)  The Circle cannot conclude deals with the persons under article 41 from the Law of Juridical Persons with Non-profit Aims, as well as it cannot do so with juridical persons, where the abovementioned persons are managers or can influence or obstruct the decision-making process, except for the cases where the deals are not obviously in the benefit of the Circle, or are concluded under common, open-to-the-public conditions.

Annual Control

Article 61.  (1) Before March is over every year the Executive council works out an annual balance sheet and presents it to a licensed accountant, approved by the General assembly.

(2)  Within the term of the previous paragraph the Executive council draws out a report on the Circle’s activities, concerning the requirements of article 40, paragraph 2 from the Law of Juridical Persons with Non-profit Aim.

(3)  By the end of May annually the Executive council requests an entry into the Central Register of the certified annual balance sheet, the report on the previous paragraph and other envisaged in article 46, paragraph2 from the Law for Juridical Persons documents.

Documentation of the Circle

Article 62.  The General assembly, the Executive council and the Expert council of the Circle keep minutes of all the sessions of the Circle. The Chair-persons of the sessions and the persons having worked out the minutes certify them with their signatures and are held responsible for the veracity and completeness of the contents.

Reorganization

Article 63.  The New Magnaura Circle cannot be transformed into a juridical person with a nonprofit purpose for carrying out activities to a private person’s benefit.

Cessation

Article 64.  The Circle is discontinued:

1.  when there is a decision to do this by the General assembly;

2.  when there is a decision of the Municipal Court to do this on the Circle’s headquarters in the case of article 13, paragraph 1, point3 from the Law of Juridical Persons with Non-profit Aim.

Liquidation

Article 65.  (1) When the Circle is discontinued a liquidation occurs, which is carried out under the regulations of the Trade Law.

(2)  The liquidation is performed by the Executive council, and in the cases of article 13, paragraph 4, and article 14, paragraph3 from the Law of Juridical Persons with Non-profit Aims, the liquidator is appointed by the Municipality Court by the headquarters of the Circle.

(3)  The liquidator is bound to satisfy the creditors of the Circle, by using the financial means at the disposal of the Circle, and if that is not possible- by cashing the movable and only after that the real estate properties of the Circle. The liquidator has no right whatsoever to transfer the property of the Circle to other persons under article 43, paragraph 2 from the Law for Juridical Persons with Non-profit Aims.

Property After Liquidation

Article 66.  The property that is left after satisfying the creditors is given by a decision of the court to a juridical person with a non-profit purpose, chosen to perform activities for the benefit of the public with the same or similar to the New Magnaura Circle non-profit aims. If the property is taken care of in this way it is transferred into the hands of the community on the address of the headquarters.

Transitional & Closing Articles

§1.  This Constitution (Statute Law) has been approved at the Constituent assembly for the creation of a organization with a non-profit purpose and in the public benefit “New Magnaura”, held on 19 January, 2003 in Plovdiv.

§2.  The list of the founders, having signed up this Constitution is considered an inseparable part of this Constitution.

§3.  Matters unsolved by this Constitution, as well as in cases concerning its interpretation and the implementation of its regulations are subject to the regulations of the Law of Juridical Persons with Non-profit Aims a non-profit purpose. In case some of these regulations run counter to the law in this country, the former are superceded by the law.