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ARTICLES OF ASSOCIATION OF THE NATIONAL COUNCIL FOR SELF-REGULATION

I. Self-determination

Art. 1. (1) The National Council for Self-regulation (hereinafter referred to as “NCSR” or “The Association”) is a non-profit legal entity – an association for implementation of public benefit activity.

 

(2) The determination for implementation of public benefit activity is irrevocable after the entry of this circumstance into the non-profit legal entities registry in the region of the district court at the association’s main office.

 

(3) After its establishment, the association is subject to entry in a special Central registry at the Ministry of Justice.

 

(4) The association cannot be transformed as such for implementation of private-profit activity.

II. Name, main office and term

Art. 2. The full name of the association is “National Council for Self-regulation” Association, which in English is written as follows: National Council for Self-Regulation.
 

Art. 3. The seat of the association is in the city of Sofia. The office address is: 14, San Stafeano Str., ent.B, fl. 3, apt.10, Sofia 1504

 

Art. 4. The association is established for indefinite period.

III.  Purpose, resources and activity

Art.  5. The purpose of the NCSR is development and confirmation of the civil society by active actions directed to organization and implementation of self-regulation in the area of the commercial communications, through attainment of mutual relations of social responsibility and business ethics between all the parties participating in the process, in conformity with the legislation in force and the international practice.
 

Art. 6. The basic method for achievement of the purpose is the broad public discussion for preparation and compliance with an Ethical Code involving advertising agencies, advertisers, media, organizations for protection of users and any other parties related to the process.
 

Art.  7. (1) The socially beneficial activity of the association represents the following:

1. regulative activity – initiation of public discussion about the basic principles and concepts of the Ethical Code, as well as its making, publicity and observance;
2. information activity - dissemination of information about the leading practices in the field of self-regulation, etc.;
3. educational activity – training of the people occupied with the trade communications sector with the purpose of enhancement of the general professional level of industry;
4. any other activity permitted by the law, contributing directly or indirectly to the achievement of the association’s purpose.
 

(2) Limitations of the activity and means for achievement of the association’s purposes can be set only by the law.
 

(3) The association is entitled to execute additional business activity only if related to the subject of main activity, as far as it is necessary for achievement of the goals, and by using the income for achievement of the purposes specified in the statute.
 

(4) The association does not distribute profit.

IV. Legal capacity

Art. 8. (1) The NCSR emerges with its entry in the non-profit legal entities registry in the region of the district court at its main office.
 

(2) The actions of the founders implemented on behalf of the established association until the date of entry, arouse rights and obligations for the persons who have implemented them and are transferred by rights on the NCSR as of the moment of its establishment. In the course of implementation of the actions should be indicated that the association is in a process of incorporation. The persons who have concluded the transactions are jointly responsible for the commitments undertaken.

V.  Membership

Art. 9. (1) Being a member in the association is voluntary.
 

Art. 10. (1) Regular members of the association can be legal entities from the advertising industry – associations of media, advertising agencies and advertisers, sharing the NCSR goals and accepting the statute and declaring their willingness to work for achievement of the association’s goals. The regular members of the NCSR are to meet the following requirements:
а) to be representative associations for the respective branch and their members must have a substantial market share in the branch they represent;
b)  to have recommendations from two present NCSR members at least.
 

(2) Every regular member has the right:
1. to elect and to be elected in the management of the association;

2. to participate in the General Assembly with the right to vote and in the NCSR events;

3. to profit from the activity of the association;

4. to set for resolution issues of general interest;

5. to be informed about the activity of the NCSR;

6. to make use of the association’s propertyequally with all the other members;

7. to leave the NCSR voluntary;
 

(3) The NCSR members undertake:
1. to observe the statute of NCSR and the resolutions of the management of the Association;

2. to apply the Code in their activity and to assist for achievement of the association’s goals;

3. to not use the NCSR in any way for purposes contradicting the statute;

4. to contribute to the maximum coordination of the efforts for achievement of the goals of the NCSR;

5. to pay on regular basis the membership fees and additional payments for financial provision of the association’s activity, the amount and terms for payment of which are specified by the NCSR budget and by the resolutions of the General Assembly.

 

(4) Regular members are admitted by decision of the Board of managers on the basis of written application, description of the activity of the association and its members, recommendation as per art.10, par.1, p.b, certified copy of the association’s statute, declaration for adoption of the statute and purposes of NCSR, certificate of good standing, issued not earlier than one month from the date of application, list of the regular and associated members and resolution of the collective managing body, when needed according to its statute.

 

Art. 11. (1) The association is entitled to admit associated members also – legal entities and competent physical persons, who share the NCSR goals, adopt the statute and declare their willingness to work for the achievement of the association’s goals.

 

(2) The associated members are not entitled to vote in the General Assembly.

They have the rights according to Art. 10, para. 2, item 3, 4, 5, and 7 of the Statute and the obligations according to Art. 10, para. 3, item 1 – 4 of the Statute. The associated members undertake to pay membership fees on regular basis to the amount and in time specified by a resolution of the Board of managers.

 

(3) Associated members are admitted by decision of the Board of managers on the basis of written application, description of the activity, declaration for adoption of the statute and purposes of NCSR, certificate of good standing and resolution of the collective managing body, if required.

 

(4) Honorary members are admitted by decision of the Board of managers after invitation based on nomination by a NCSR member for special contribution to the activity and commitment to the achievement of the association’s goals.

 

Art. 12. The membership rights and obligations, exclusive of the legal assets, are untransferable and are not transferred to other persons in the event of death, respectively termination. The fulfilment of the membership duties and the exercise of the membership rights cannot be conceded to other people, save in the event of succession.
 

Art. 13. (1) The membership can be terminated:
1. by deed poll to the association;

2. in the event of death or placing under full judicial disability;

3. with the suspension of the member;

4. by the termination of the NCSR;

5. in the event of dropping out;
 

(2) The decision for suspension of a member is made in the event of conduct, which makes the further membership incompatible. The termination of membership through suspension is applied in the event of non-observance of the provisions of the present statute, non-fulfillment of the decisions of the Association’s bodies, or other serious offences that cause damage, impair the reputation of the association or impede the fulfilment of its goals. This decision is made by the Board of managers and can be contested before the General Assembly within two months. The suspension and the dropping out of a member do not lapse one’s obligations until the date of the suspension / dropping out.
 

(3) The dropping out of a member due to non-payment of the established contributions or systematic non-participation in the association’s activity is put into effect by the Board of managers based on the following documents: statement for paid membership fees, excerpt from the Minute book related to the attendance to the meetings, etc.
In case of dropping, the dropped member may not submit a second application for membership before the expiration of one year from the date of exclusion. In the event that such removal occurred due to non-payment of  membership fee, the re-accepted member must pay full year membership in advance. If again expelled or dropped off, regardless of the reason, the expelled member looses forever its right to become a member of NCSR.

 

(4) For purposes of the preceding paragraph, there is a ground for exclusion in the event of non-payment of two consecutive installments or non-payment of the due contribution six months from the date of its collectibility.

For the purposes of the preceding paragraphs "systematic non-participation" means non-participation in three consecutive sessions of the General Assembly, with no representative, regardless of the reasons thereof.

VI. Structure and managing bodies

Art. 14. (1) The Supreme body of the association is the General Assembly.
 

(2) The managing body of the association is the Board of managers.
 

(3) The chairman of the association is a member of the Board of managers, who represents it before third persons.
 

(4) In case of need, an Executive Director may be appointed. His election, appointment, rights and obligations are determined by the Board of managers. If Executive Director is elected, the association is represented by him/her and the Chairman of the association, jointly and separately.

 

Art. 15. The General Assembly consists of all the regular members of the association.
 

Art. 16. (1) The General Assembly:

1. amends and supplements the statute;

2. elects and discharges the members of the Board of managers;

3. makes resolution about opening and closing down of branches;

4. makes resolution about reorganization or termination of the association and appoints (a) liquidator(s);

5. adopts the budget of the association, as well as the membership fees and the additional cash contributions for financial provision of the association’s activity;

6. adopts the report about the activity of the Board of managers;

7. repeals decisions of the other bodies of the association, which contradict the law, the statute or other internal regulations that regulate the activity of the association;

8. makes resolution about gratuitous disbursement of the property;

9. adopts an Ethical Code;

10. Adopts criteria for independence of the appointed independent members of the NSCR bodies.

 

(2) The resolutions of the General Assembly are obligatory for the other bodies of the association.
 

(3) The resolutions of the General Assembly are subject to legal control regarding their conformity with the law and the statute.
 

(4) The resolutions of the bodies of the association, made contrary to the law, the statute or any previous resolution of the General Assembly can be contested before the General Assembly at the request of the interested regular members of the association or its body, made within one month as of their finding out, but not later than one year as of the date of making the decision.
 

(5) The disputes according to para. 3 can be raised before the court of registration of the association by any member of the association or its body, or by the public prosecutor within one month as of their finding out, but not later than one year as of the date of making the decision.
 

Art. 17. (1) The General Assembly is summoned not rarely that once a year by the Board of managers on its initiative or at the request of one third of the regular members of the association. If in the latter case the Board of managers does not extend within onemonth an invitation in writing about summoning of the General Assembly, it will be summoned by the court as per the the association’s  seat at the written request of the interested members or an authorized by them person.

 

(2) The invitation must include the agenda, date, time and place where the general assembly will be held and on the initiative of whom it will be summoned.
 

(3) The invitation is sent or delivered to each of the regular members and is put where the announcements are placed in the building, in which the management of the association is, at least a month before the fixed day.
 

(4) To the invitation are attached all the materials according to the agenda, which will be considered and discussed during the general meeting.
 

Art. 18. The General Assembly is considered legal, if more than a half of all the regular members have attended it. In the event of lack of quorum the meeting is postponed by one hour later at the same place and with the same agenda and can be held nevertheless the number of regular members available.
 

Art. 19. (1) Every regular member of the General Assembly has the right of one vote.
 

(2) No member of the General Assembly has the right to vote when are made decisions connected with the following:
 

1. him, his spouse or relatives of direct descent – without limitations, the collateral branch – up to fourth degree, or by marriage – up to second degree inclusive;

2. legal entities for which he is a general manager, executive director, partner, procurator, holds another office or performs duties by which he can enforce or obstruct the making of decisions.
 

(3) A person is entitled to represent not more than three members at the General Assembly on the basis of written power of attorney, which is not necessary to be certified by a notary. Re-authorization is not permitted.
 

Art. 20. (1)

The decisions at the General Assembly are made with majority of the members who have attended it, as the decisions under Art. 16 para. 1, items 1, 4 and 5 and Art. 30, para. 4 of the present statute are made with 2/3rd majority of the members who have attended it. The decision at the General Assembly under Art. 16, para. 1, item 2, 9 and 10, Art. 10, para 4 and Art. 21, para 1 of the present statute is made with 2/3rd majority of all the regular members of the General Assembly.

 

(2) Matters which are not included in the agenda, set in the invitation are not subject to decisions.

 

Art. 21. (1) The Board consists of 10 individuals, who are nominated by the regular members of the association. Regular members are entitled to nominate Board  member, who is either their own employee of employee of any company or organisation amongst their members, as well as independent persons, who enjoy their trust. The Board members are elected for the term of three years.

 

(2) Each sector (advertisers, advertising agencies, media) nominates three persons to be members of the Board. In case more than three members are present in a given  sector, it is the  founder who is entitled to make one nomination and the other two nominees are agreed amongst all members in the given sector,  including the founder. In connection with the above, if one of the sectors includes only a founding member, it is entitled to make all three nominations.

 

(3) Chairman of the Board is independent as per the meaning of the criteria under Art. 16 para. 1  item 11.

 

(4) Board members need to  enjoy the trust of the nominating organization. The abolition of this condition constitutes a ground for their early dismissal.

 

(5) Board members can be dismissed early by decision of the General Assembly. The decision to release a member of the Board shall be taken on the basis of a motion by the organisation, that had made the nomination.  Upon removal, the nominating organsation offers a new nominee to be appointed by the General Assembly as provided in the present charter.

 

(6) Each member of the Board can be early released at his request by the General Assembly under the charter.

 

Art. 22. The Board of managers:

1. represents the Association and determines the volume of the representative authority of its particular members;

2. ensures the fulfillment of the resolutions of the general assembly;

3. gives orders about the property of the association according to the requirements of the statute;

4. approves the main guidelines and program for the activity of the association; prepares and presents to the General Assembly report about the activity of the association;

5. prepares and tables to the General Assembly a budget draft and report about the budget at the end of the reporting period;

6. prepares and introduces to the General Assembly report about the activity of the association;

7. adopts the internal regulations, exclusive of the statute;

8. determines the order and organizes the implementation of the activity of the association, including the one in common benefit, and bears responsibility for this;

9. determines the address of the Association;

10. admits and expels members;

11. makes resolution about participation in other organizations;

12. makes resolutions on all matters, which by law or according to the statute are not within the competence of another authority;

13. fulfills the obligations stipulated in the Statute:

14. elects and discharges the Executive Director;

15. makes resolution about the establishment, the conditions of work and the closure of working bodies, without being entitled to delegate to them its own obligations and responsibilities;
 

Art. 23. (1) The meetings of the Board are summoned not rarely than once every 3 months by an invitation sent by e-mail to the members of the Board.

 

(2) The invitation is sent 7 days before the date of the meeting and includes the agenda and all materials to be considered and discussed.

 

(3) The meetings are held by the chairman. The chairman undertakes to summon a meeting of the Board of managers at the written request of 1/3rd of its members. If the chairman does not summon a meeting of the Board of managers within a week, it can be summoned by any member of the Board of managers who is interested. In the event of absence of the chairman the meeting is held by a member appointed by the Board of managers.

 

(4) The Board of managers is entitled to make a resolution if more than a half of its members have attended the meeting.

 

(5) A person with who there is a two-way telephone or other contactguaranteeing the establishment of his identity and enabling his participation in the discussion and making of decisions is also considered to have attended the meeting. The vote of this member is certified in the minutes by the person chairing the meeting.

 

(6) The decisions are made with majority of the members who have attended the meeting, and the decisions under Art. 32 and Art. 22, item 3, 8, 10, 11, 14, 15 and 16 - with majority of all the members.

 

(7) The Board of managers is also entitled to make a decision without a meeting is held, if the minutes about the decision made are signed without remarks and objections by all members of the Board of managers.
 

Art. 24. The Chairman of the Board of managers:

1. organizes the activity of the Board of managers;

2. represents the association before third persons;

3. summons the Board of managers to meetings and prepares the necessary documents;

4. observes for the collection of membership fees.
 

Art. 25. (1) In case of necessity, by decision of the Board temporary and permanent bodies may be established for the implementation of specific activities of the association.

 

(2) Ethics Commission (EC) is a permanent body of the NCSR. It consists of 13 members, seven of which are independent experts and six are nominated by representatives of the three sectors (рекламни агенции, медии) , two nominees per sector. When one sector has more than one representative (founding member and at least one more representative), the founder of the sector has the right to nominate one member and the second member is nominated by the all the sector’s members, including its founder. The members of the ethics committee are elected by a majority of two thirds of all members of the Board. Separate voting is held for each candidate. The appointed members of the Ethics Commission shall elect a Chairman amongst themselves, with a majority of two thirds of all members of the Ethics Commission.  Members of the Commission serve three year term. The Board may at any time release a commission member, including the Chairman. The Board is obliged to do so immediately after a member has lost the confidence of the nominating organisation. A replacement of the released commission member is appointed by the Board as per the rules provided in this statute.

 

(3) The Appeals Committee is a permanent body of the NCSR. Rules under the preceding paragraph shall apply to the Appeals Committee respectively.

VII. Obligation for keeping records

Art. 26. (1) The NCSR keeps records about the minutes of the meetings of the General Assembly and the Board of managers. The person holding the meeting and the person, who has made the minutes, certify and are in charge of the accuracy of the contents.

 

(2) Within 7 days as of holding of the meeting the chairman or a person authorised by him sends the minutes of the meeting held by e-mail to the members of the Board of managers.

 

(3) The Board of managers prepares and the General Assembly approves a report about its activity once a year, which must contain information about the following:

1. the essential activities, the expenses made for them, their connection to the goals and programs of the association and the results achieved;

2. the amount of the gratuitously obtained property and the income from the other fund-raising activities;

3. the type, number, amount, and purposes of the received and granted donations, as well as information about the grantors;

4. the financial result.
 

(4) The annual report about the activity and the financial statements of the NCSR are provided on paper or electronic medium. They are public and are published in the newsletter and the website of the central registry at the Ministry of Justice.

VIII. Instruments for achieving the goals. Property

Art. 27. (1) The NCSR property includes money, things, real rights, rights of use, rights over intellectual property, copyrights, know-how and all other rights, which the legislation allows to be components of the property of the legal entity.

 

(2) The finances of the association are kept in bank accounts.
 

Art. 28. The funds for achieving the goals of NCSR are collected from:

1. membership fees and additional contributions for financial provision of the activity of the association in amounts specified by the General Assembly;

2. voluntary contributions, subsidies and donations, participation in programs;

3. other sources not prohibited by the legislation in force;

4. additional business activity, only if related to the subject of activity of the association, as far as it is necessary for achieving the goals and by using the income for achievement of the specified in this Statute goals. The association will be engaged in independent publishing activity, educational activity – organization of courses, trainings, seminars, and practices, consulting activity, as well as other similar activities for making popular the works of its members and those of other similar organizations.

5. personal work of the members.
 

Art. 29. By decision of the Board of managers of the association can be formed earmarked funds, as their sources and ways of use will be determined with resolution about their formation.
 

Art. 30. (1) The NCSR spends its property, including for no consideration, for development and support of the civil society. The expenses are made in compliance with the annual budget, prepared by the Board of managers and adopted by the General Assembly.

 

(2) The annual financial statements of the association are subject to independent financial audit under the conditions of the Accountancy Act.

 

(3) The selection of the persons and the way of their support from NCSR are made depending on the purpose and the financial resources of the association according to the order and regulations for implementation of the activity announced. The information about the order for selection is accessible to all and is entered in the central registry.

 

(4) For gratuitous spending of the NCSR property is needed a motivated resolution made by the General Assembly with 2/3rd majority of all its members, when it is for the benefit of:
1. persons from the memberships of its other bodies and their spouses, their relatives of direct descent - without limitation, the collateral branch - up to fourth degree, or by marriage – up to second degree inclusive;

2. persons who have been in the memberships of its managing bodies up to two years before the date of making the decision;

3. legal entities that have financed the organization up to 3 years before the date of making the resolution;

4. legal entities, for which the persons specified in item 1 and 2 are general managers or can enforce or obstruct the making of decisions;

5. political parties in the managing and control bodies of which participate members of the NCSR managing and control bodies.
 

(5) The NCSR cannot complete deals with the persons specified in para. 4, item 1, as well as with legal entities for which the indicated persons are general managers or can enforce or obstruct the making of decisions, unless the deals are for obvious benefit of the association or were completed under general conditions announced in public.

IХ. Termination and liquidation

Art. 31. The NCSR can be terminated:

1. with resolution of the General Assembly;

2. with resolution of the court where the legal seat of the association is, when:

 

a) it has not been legally established;

b) it implements activity that contradicts the Constitution, the laws and good manners;

c) declared insolvent;

d) at the request of the public prosecutor or the authorities of the state financial control, officially by the Minister of Justice, in the stipulated by the law cases.

 

Art. 32. In the event of termination of NCSR is performed liquidation by the Board of managers or by a liquidator(s) appointed by it.
 

Art. 33. (1) The liquidator undertakes, if possible, to pay the creditors of NCSR from the available finances and if this is not possible – through encashment first of the movable and after that of the immovable property.

 

(2) Property cannot be transferred in any way to:

1. the founders and the present and former members;

2. the persons who have been in its bodies` memberships and its employees;

3. the liquidators save the payment due;

4. the spouses of the persons under item 1 – 3;

5. the relatives of the persons under item 1 – 3 of direct descent – without limitations, the collateral branch – up to fourth degree, or by marriage – up to second degree inclusive;

6. the legal entities for which the persons under item 1 – 5 are general managers or can enforce or obstruct the making of decisions.
 

Art. 34. The property remaining after the payment to the creditors is provided to a legal entity with the same or similar non-profit activity elected by the General Assembly with the resolution of liquidation procedure.

X. Responsibility of the members of NCSR bodies

22.1. The entire responsibility before third parties for resolutions made collectively by the NCSR bodies is borne by the association.

 

22.2. The NCSR will be a party in any possible legal actions against a member of its body, resulting from his activity related to the subject of the association, for which he has been appointed by the NCSR Board of managers.
 

The present statute was approved unanimously by all the founders at the Foundation meeting of the “National Council for Self-regulation” Association, held on September 25th, 2009 in the city of Sofia, in faith thereof they have put their signatures under this Statute.


FOUNDERS:

1.Association of the advertising agencies – Bulgaria (AAA):
.............................................................................

Mr. Krasimir Petrov Gergov, Chairman of the Board of managers

2.Bulgarian Association of Advertisers (BAA)
.....................................................................

Mr. Antonios Kandzelis  Chairman of the Board of managers

3.Association of the Bulgarian broadcasters (ABBRO)
........................................................................

Mr. Atanas Ivanov Genov, Chairman of the Board of managers

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The present statute is last amended by the General Assembly of the National Council for Selfregulation on 10.03.2015:

1. For the Bulgarian Association of Communication Agencies (BACA)– Mariana Brashnarova

2. For the Bulgarian Radio- and TV Operators (ABRO) – Mehti Melikov

3. For the Bulgarian Association of Advertisers (BAA) – Rossen Missov

4. For the Union of the Newspaper Makers and and Distributors of Print Публицатионс – Gergana Danova

Chairman: Elly Guerganova

Secretary: Eli Mihailova