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Statute

Most recent amendments adopted by the BHC General Assembly on 31 May 2018, 20 September 2018

I. General provisions

Article 1

The Bulgarian Helsinki Committee (BHC) is a voluntary association of citizens, concerned with monitoring the human rights situation in Bulgaria and in other countries, as well as with actions for their protection.

Article 2

BHC is an independent association for pursuit of an activity for the public benefit which does not serve any party, political coalition or person, acting by virtue of the Political Parties Act.

Article 3

(1) BHC is a legal entity with a seat in Sofia.

(2) The duration wherefore BHC has been incorporated shall be unlimited.

II. Objectives, tasks, and means of accomplishment

Article 4

BHC shall have the following objectives and tasks:

  1. To organise systematic monitoring of the human rights situation in Bulgaria and abroad.
  2. To prepare reports on the human rights situation and to circulate them in the country and abroad.
  3. To prepare, translate and distribute materials related to the theory and practice of human rights.
  4. To organise conferences, seminars, public actions and other legitimate forms of civic activity, related to the protection of human rights.
  5. To protect the rights of individual natural persons and legal entities on the territory of the Republic of Bulgaria and abroad.

Article 5

(1) To accomplish its objectives and tasks, BHC shall act on the basis of the Constitution and the laws of the Republic of Bulgaria, according to the rules for pursuit of an activity for the public benefit, which include:

  1. Organising and maintaining contacts and interaction with legal entities and natural persons in Bulgaria and abroad;
  2. Organising fact-finding missions, signal networks and other means of monitoring the human rights situation in Bulgaria and abroad;
  3. Maintaining a data base;
  4. Collecting information about international and domestic legislation, case law and other practice in the sphere of human rights;
  5. Using all legal means to assist natural persons and organisations on the territory of the Republic of Bulgaria and abroad.

(2) The Governing Board shall establish the procedure, according to which pursuit of an activity for the public benefit shall be carried out, on the basis of the rules under paragraph 1.

Article 6

The members of BHC shall be guided by the conviction that the activities of the Committee shall stimulate among the broad public the need for the kind of life in which the dignity, worth and rights of every person shall enjoy respect and protection, as well as contribute to encouraging legislation in the sphere of human rights.

III. Membership

Article 7

(1)     Any capable natural person or non-profit corporation that accepts the statute and expresses willingness to work for the objectives of the Committee may become a member of BHC.

(2)     In the case of natural persons, the circumstances under paragraph 1 shall be certified by a written declaration in the application for membership, addressed to the Governing Board, and in the case of legal entities - by a written declaration in the application for membership, addressed to the Governing Board, and accompanied by a decision of the governing body of the legal entity, empowered to take a decision on membership in another legal entity.

(3)     The documents for legal entities under paragraph 2 shall be accompanied by the charter or by other documents enabling establishment of the authenticity of the circumstances under paragraph 2. When the applicant refers to a letter of recommendation from one or more members of the BHC, it shall be supplied in written form. 

(4)     An interview shall be conducted between the applicant and a commission, appointed with a decision of the Executive Committee and consisting of an uneven number of members. The commission shall prepare an assessment report on the applicant’s position on human rights and his/her acts in their protection, loyalty to human rights and value for the organisation, which shall be presented to the General Assembly. Commission members with a dissenting opinion have the right to express it before the General Assembly.

(5)     When the commission under para. 4 cannot establish the circumstances under this paragraph, the voting on the application shall be postponed for a period of six months, but no later than the date of the next General Assembly. During this time, the BHC shall involve the applicant in activities or cooperation on different human rights problems, after which the commission under para. 4 shall prepare a new assessment report and present it to the next General Assembly; 

(6)     The Executive Committee can take a decision to invite an individual with an outstanding contribution to human rights and to make a motivated proposal for his/her admission in the General Assembly, after taking the invitee’s written consent, which declare the circumstances under paras. 1 and 2 of this article. In this case, there is no need to conduct the interview under para. 4;

(7)     Members shall take part in the General Assembly and in the governing bodies of BHC to which they have been elected, save if prevented from doing so for good reason.

Article 8

(1)      Members shall be admitted by the Committee's General Assembly with a majority of two-thirds of those attending.

(2)      Natural persons and legal entities shall have equal rights and obligations.

(3)      Legal entities shall be represented in the Committee's bodies by one person chosen by the body of the applicant legal entity, empowered to decision-making.

(4)      Representation under paragraph 3 shall be certified by a written document which shall be accompanied by the charter or by other documents enabling establishment of the authenticity of the circumstances under paragraph 3.

(5)      A legal entity may not be represented in the BHC by a natural person who is a BHC member.

Article 9

The list of BHC members shall be kept in the organisation's archives.

Article 10

(1)     (amended, GA from 13 March 2014) Any BHC member may cease his or her membership on their own accord by submitting a written application to this effect to one of the BHC bodies – Chair, Governing Board or General Assembly.

(2)     Legal entities that are BHC members shall accompany their application under paragraph 1 by a decision of the governing body of the legal entity, empowered to take a decision on membership in another legal entity.

(3)     The cessation of membership under paragraph 1 shall become effective as of the day of submittal of the written application.

(4)     In the case of dissolution, transformation, consolidation, merger, split-up and split-off of legal entities that are BHC members, their membership shall cease automatically.

(5)     The Chair or his deputy shall provide information about any received applications at the first meeting of the Governing Board and at the first General Assembly.

(6)     Members who have ceased their membership and members who have been expelled from the association shall not be entitled to reimbursement for any paid membership dues.

Article 11

(1)     Any BHC member who violates the statute may be expelled from the association at the proposal of the leadership or of at least three members.

(2)     The decision shall be taken by the General Assembly with a majority of two-thirds of those attending in the presence of the member and after hearing him out, save for the cases under paragraph 4.

(3)     A decision for expulsion may be taken only after the Chair has given written notice to the respective member stating the date, time and venue of the General Assembly.

(4)     If, after due written notices, the member proposed for expulsion is absent from the General Assembly at which he is to be expelled without good reason which he has stated in advance, the next General Assembly may take a decision on his expulsion in his absence.

Article 11a

(1)      The committee members shall pay a membership fee as determined annually by the General Assembly.

(2)      (new, GA from 31 May 2018) Committee members who are pensioners shall be exempt from paying a membership fee.

(3)      Membership in the organisation shall be suspended in case of failure to pay the membership fee for the preceding year, as established by the Board. 

(4)      The Board shall provide information to the General Assembly every year about the payment of the membership fee.

(5)      The membership fee shall be payable by the end February each year for the preceding year.

(6)      (amended, GA from 13 March 2014) Not less than 10 days before the expiry of the period in para. 4, all members of the General Assembly shall be notified about the requirement and time limits for payment of the membership fee. The notification shall be done be email with return receipt or in writing by post with return receipt, as well as by telephone or in person.     

Article 12

Any documents, including the minutes of the General Assemblies under Articles 7, 9 and 10, as well as copies of the documents under Article 8 shall be kept in a special archive.

IV. Bodies

Article 13

(1)    The General Assembly which shall be composed of all members of the association shall be the supreme body of BHC.

(2)    The General Assembly shall be convened at least once a year.

Article 14

(1)     The General Assembly shall be convened by the Governing Board or by at least one-third of the members of the association. The General Assembly shall be deemed legal provided more than one-half of its members are present.

(2)     (amended, GA from 20 September 2018) The General Assembly shall be convened by written notice or by an announcement published in the Trade Register and the Register of Non-Profit Legal Entities not less than fourteen days before it is convened. The invitation shall state the agenda, the date, time and venue for organising the General Assembly and on whose initiative it is called. The notice shall be published in Trade Register and the Register of Non-Profit Legal Entities only for meetings that will elect a new chair, deputy-chair and governing board.

(3)     Provided the conditions under paragraphs 1 and 2 of the present article on the convocation of the General Assembly have been satisfied, the meeting shall stand adjourned for one hour, whereafter it may make decisions regardless of the number of members present.

Article 15

(1)    The General Assembly shall:

  1. amend and supplement the statute of the BHC and other internal regulations;
  2. elect a Governing Board;
  3. elect a Chair and deputy Chair of the Committee;
  4. (amended, GA from 31 May 2018) adopt the annual activity reports, including on different projects, expenditures and the current financial state of the BHC bodies, after holding a hearing with the chair and programme directors;
  5. adopt drafts of the Governing Board on the future organisation of the activity and the budget of the Committee;
  6. pass upon the dueness of paying, the procedure of determining the amount and the manner of paying membership dues;
  7. admit and expel members of the Committee;
  8. reverse any decisions of the other bodies of BHC which contravene the law, the charter of the Committee or any other resolutions of the General Assembly;
  9. pass upon the opening and closure of branches and upon participation in any other organisations;
  10. (new, GA from 31 May 2018) adopt the manual on the internal functioning of the BHC;
  11. (new, GA from 20 September 2018) approve the decisions of the management boards of other legal entities that it may own above 5,000 BGN.

(2)    Any resolution or decision of the bodies of the association which has been passed or made in contravention of the law, the charter or a precedent resolution of the General Assembly may be contested before the General Assembly on a requisition of the interested members of the association or a body thereof, submitted within one month after learning of the said resolution or decision but not later than one year after the date of the passage or making of the said resolution or decision.

Article 16

(1)    The General Assembly may not act on any matter which has not been included in the agenda as announced in the notice.

(2)    BHC members, with the exception of legal entities, may vote at the General Assembly by proxy.

(3)    One member may represent not more than one member of the Committee by virtue of a written authorisation, which shall be deposited at the start of the meeting with the presiding officer, and which shall subsequently be included in the BHC archives. Re-authorisation shall not be admissible.

Article 17

(1)     The General Assembly shall pass resolutions by simple majority of those attending, save as otherwise provided by the present charter.

(2)     Any decisions for changes to the charter, on the dissolution or transformation of the association shall be taken by a majority of two-thirds of those attending.

(3)     Any resolutions under Article 30, paragraph 3 shall be passed by a majority of two-thirds of all BHC members.

(4)     Decisions under paragraph 2 may not be taken if the meeting is held under the procedure of article 14, paragraph 3 of the present statute.

(5)     No member of the General Assembly shall be entitled to vote in determination of a matter affecting the said member, the spouse thereof, or a lineal relative thereof up to any degree of consanguinity or a collateral relative thereof up to the fourth degree of consanguinity, or a relative thereof by marriage up to the second degree of affinity, as well as any legal entity wherein the said member is manager or may impose or block decision-making.

Article 18

(1) (amended, GA from 31 May 2018) The Governing Board shall consist of three or five members and shall be elected for a period of two years.

(2) Legal entities that are member of the association may also propose persons who are not members of BHC as members of the Governing Board.

Article 19

The Governing Board shall:

  1. organise the performance of the overall activity of the Committee, including the activity for the public benefit;
  2. prepare and introduce before the General Assembly reports on the activity and financial state of the Committee;
  3. prepare and introduce before the General Assembly a draft plan on the activity of the Committee and a draft budget;
  4. pass upon the recruitment of associates and determine the amount and forms of their remuneration;
  5. manage the property of the Committee;
  6. represent the Committee and determine the extent of representative power of specific members thereof;
  7. determine the address of the Committee;
  8. (new, GA from 20 September 2018) appoint and dismiss the directors of the programmes of the organisation;
  9. (new, GA from 20 September 2018) takes decisions in connection with the exercise of rights and obligations of the association as a member, partner in other legal entities or non-individualised organisations;
  10. (new, GA from 20 September 2018) as a rule approve the following decisions of the management body of other legal entities that are owned by the association:
    a) transactions in management or disposal of real estate rights, as well as bond or commercial transactions, connected with rights over the association’s real property;
    b) assumption by the company of liabilities between 1,000 and 5,000 BGN;
    c) participation of the company in projects financed or co-financed by programmes.
  11. (new, GA from 22 May 2017) make decisions on any matters which by law or according to the charter do not lie within the competence of any other body.

Article 20

(1)     The Governing Board shall be called by the Chair or a deputy empowered by him amongst the members of the Governing Board or on a requisition of at least two of the members thereof.

(2)     The persons under paragraph 1 shall be obligated to notify all members of the Governing Board.

(3)     The Governing Board may act if more than one-half of the members thereof are present at the meeting.

(4)     The Chair shall be obligated to call the Governing Board on a written requisition of one-third of the members thereof. Should the Chair fail to call the Governing Board within seven days after any such requisition, the said Board may be called by any interested member of the Governing Board. In the absence of the Chair, the meeting shall be presided over by a member of the Governing Board designated by the said Board.

(5)     Any member, wherewith a bilateral telephone or other communication has been established, guaranteeing identification and allowing participation of the said member in the debate and decision-making, shall be deemed to be present. The voting of any such person shall be certified in the minutes by the presiding officer of the meeting.

Article 21

(1)     The decisions of the Governing Board shall be taken by simple majority of those attending, save for decisions under Article 19, items 1 and 5, and Article 35, paragraph 1, which shall be taken by a majority of all members.

(2)     The Governing Board may act without meeting if all members of the Governing Board sign the minutes on the decision made without remarks and objections.

Article 22

Any member of the Governing Board may withdraw from it of his own accord after stating so in writing at one of the meetings of the Governing Board.

Article 23

The Chair of the BHC shall be elected for a period of two years by the General Assembly from amongst the members of the elected Governing Board.

Article 24

(1)     The Chair shall:

  1. organise the work of the Committee between the meetings of the Governing Board and in conformity with the decisions of the General Assembly and the Governing Board;
  2. preside over the meetings of the Committee's Governing Board;
  3. perform and monitor the implementation of resolutions passed and decisions made by the General Assembly and the Governing Board of the Committee;
  4. conclude contracts of employment with associates and auxiliary personnel of the Committee after the application's approval by the Governing Board;
  5. report on his activity as Chair to the Governing Board and to the General Assembly.

(2)    The Chair may delegate his powers under items 1, 2, 3 and 4 to other members of the Committee.

Article 25

The Deputy Chair of the BHC shall be elected for a period of two years by the General Assembly from amongst the members of the elected Governing Board.

Article 26

(1)      The Deputy Chair shall:

  1. perform and monitor the implementation of resolutions passed and decisions made by the General Assembly and the Governing Board in the absence of the Chair or if no other member of the Governing Board has been authorised to act as his deputy;
  2. preside over the meetings of the Governing Board in the absence of the Chair or if no other member of the Governing Board has been authorised to act as his deputy.

(2)   The Deputy Chair may delegate his/her powers under paragraph 1 to other members of the Committee.

Article 27

(amended, GA from 31 May 2018) Any member of the Committee shall have access to the archives, with the exception of personal data that cannot be provided to third parties by virtue of a law or other normative act.

V. Control, documentation and expenditure of property for pursuit of an activity for the public benefit

Article 28

Once a year BHC shall ensure the conduct of an audit of the activity thereof by a licensed professional accountant.

Article 29

(1)     BHC shall keep minute books of the meetings of the collegial bodies thereof. The presiding officer of the meeting of the collegial body and the minute-taker shall certify and be liable for the authenticity of the contents of the minutes.

(2)     BHC shall prepare an annual report on its activity which must state particulars regarding:

  1. the substantial activities, the resources spent thereon, the relation thereof with the objectives and programmes of the organisation, and the results achieved;
  2. the amount of property received gratuitously and the income from other fund-raising activities;
  3. the financial results.

(3)      (amended, GA from 31 May 2018) The activity report of the BHC shall be public. Together with the financial report of the BHC on the activities in the public benefit, it shall be submitted to the Trade Register and the Register of Non-Profit Legal Entities kept by the Registry Agency in the legally prescribed term each year.

Article 30

(1)      BHC may gratuitously expend property in the pursuit of the activity intended for the accomplishment of its objectives.

(2)      The selection of the persons and the manner of their assistance by BHC shall conform to the objective and financial capacities of the association according to the procedure and rules determined by the statute and by resolution of the Governing Board. Information on the selection procedure shall be accessible to the general public.

(3)      Gratuitous expenditure of the property of BHC for pursuit of an activity for the public benefit shall require a reasoned decision made by the General Assembly by a majority of two-thirds of all members thereof, where the said expenditure is in favour of:

  1. any person from amongst the members of its other bodies, or the spouse thereof, or a lineal relative thereof up to any degree of consanguinity or a collateral relative thereof up to the fourth degree of consanguinity, or a relative thereof by marriage up to the second degree of affinity;
  2. any person who has been a member of its governing bodies within up to two years prior to the date of decision-making;
  3. any legal entity which has financed the organisation within up to three years prior to the date of decision-making;
  4. any legal entity wherein the persons specified in items 1 and 2 are managers or can impose or block decision-making.

Article 31

BHC may not conclude any transactions with any persons covered under Article 30, paragraph 3, item 1, or with any legal entities wherein the said persons are managers or can impose or block decision-making, save as where any such transactions are for the obvious benefit of BHC or have been concluded under general terms and conditions, publicly disclosed.

VI. Funding and property

Article 32

(1)     The BHC shall derive funds and property from:

  1. membership contributions in cash or other property;
  2. donations;
  3. legacies;
  4. business activity related to the objectives of the Committee under Article 4.

(2)    The business activity of BHC shall include:

  1. publication and distribution of materials related to human rights;
  2. consultancy related to human rights.

VII. Transformation and dissolution

Article 33

The transformation and dissolution of BHC shall take place in conformity with Chapter 3 of the Non-profit Corporations Act by resolution of the General Assembly, which shall not be held under the procedure of Article 14, paragraph 3, passed by a majority of two-thirds of those attending.

Article 34

Dissolution may also be ruled by the court in the cases envisaged by law.

Article 35

(1) In case of the dissolution of BHC by resolution of the General Assembly, the General Assembly shall pass upon liquidation which shall be carried out by the Governing Board or a person designated by it, as well as upon the distribution of property.

(2) Any property of the association left after satisfaction of the creditors shall be distributed among other non-profit organisations for the protection of human rights by resolution of the General Assembly.