THE INTERNATIONAL ASSOCIATION OF HIRUDOTHERAPEUTISTS AND HIRUDOLOGISTS
(1) The full name of the Society is International Association of Hirudotherapeutists and Hirudologists, abbreviated as IAHH.
(2) The name of the Society in Russian is «Международная ассоциация гирудотерапевтов и гирудологов», abbreviated as «МАГГ».
(3) The name of the Society in English is International Association of Hirudotherapeutists and Hirudologists, abbreviated as IAHH.
KINDS OF ACTIVITIES
Article 2. This Society is established to perform activities for private use.
Article 3. This Society is established for an unlimited period of action.
LOCATION AND ADDRESS
Article 4. The Society locates in Sofia, Bulgarian Republic; the address of its management is 98, Dimitria Khadzhikotseva Str., Lozenec District, Sofia.
SUBJECT AND PURPOSES OF ACTIVITIES
Article 5. The Society pursues the following purposes:
(1) To ensure public support of the interests of hirudotherapeutists, hirudologists and medical leech producers;
(2) To ensure public representation of hirudotherapeutists, hirudologists and medical leeches producers in national, regional and international organizations;
(3) To promote recognition of the medical leech as a medicine and to promote introduction of the single standards of treatment and prophylaxis with the help of medical leeches;
(4) To promote the public awareness about the medical leeches as the world’s wealth;
(5) To protect the interests of the Society’s members and to attain other purposes not contradicting the Bulgarian legislation.
(1) For attainment of its purposes the Society performs the following kinds of activities:
1. Dissemination of information and promotion of publicity of scientific approaches in hirudotherapy and hirudology and in growing of medical leech;
2. Participation in development of the methods to protect the non-medical (wild) leeches in natural water bodies, including to prohibit and to impose sanctions on sellers and buyers of such leeches;
3. Organization and holding of national, regional and international courses on training, certification and qualification advancement of the medical personnel and rehabilitation specialists applying treatment and prophylaxis with medical leeches;
4. Organization and holding of national, regional and international forums (workshops, conferences, congresses, etc.) on exchange of experience and research and development innovations in hirudotherapy, hirudology and medical leech production;
5. Organization and participation in the research and development activities of the scientists of different specialization to study the components of the leech saliva and its impact on a human organism;
6. Organization, publication and dissemination of instructions, operating manuals and other auxiliary materials related to production of medical leeches and their application in treatment and prophylaxis;
7. Provision of methodological and legal support in organization and establishment of new biofarms for medical leech growing;
8. Keeping the register of hirudotherapeutists, hirudologists and medical leech producers (biofarms);
9. Participation in national, regional and international projects and programs based on external financing and in cooperation with other organizations in this country and in foreign countries, too.
SUPPLEMENTARY ECONOMIC ACTIVITIES
(1) For implementation of its subject and purposes set forth in its Articles of Association, the Society is entitled to be engaged in supplementary economic activities connected with the subject of its core activity and not prohibited by the law using the revenues obtained thereof for attainment of the purposes set forth in the Articles of Association.
(2) The subjects of the related economic activities as mentioned above are:
1. Provision of consultations, carrying out of research and tests permitting to attain the purposes of the Society;
2. Production and dissemination of information materials as well as publications on the themes related to the purposes and activities of the Society and facilitating attainment of its objectives;
3. Organization of training, courses, seminars and other similar forums assisting with attainment of the Society objectives.
(3) The Society is not entitled to divide profit.
(1) The property of the Society comprises any assets, including things and cash money in any form.
(2) The finance for the Society activities is raised from the following sources:
1. Annual membership fee;
2. Sponsorship, donation and bequeathing;
3. Revenues from the Society activities, including receipts from economic activities;
4. Financial aid of Bulgarian and foreign persons and international organizations, including state and public subsidies, and also the finance provided by grants;
5. Revenues from the Society’s property.
(3) The subject of donation and bequeathing may be cash money, valuable things, securities, movable property and real estate, objects of intellectual and other property.
(4) All facts of donation and bequeathing will be entered into a special register and the will of a donator will be realized.
(5) The Society may receive donations and financial aid from the persons in this country and from abroad not to the prejudice of its purpose set forth in the Articles of Association. If such donations and financial aid contradict to the applicable laws and the purposes of the Society they cannot be accepted.
(6) Each member is liable for the commitments of the Society in the amount of its membership fee.
(1) The International Society of Hirudotherapeutists and Hirudologists may, on a gratis basis, dispose of the property and perform activities aimed at accomplishment of the purposes set forth in the laws and these Articles of Association.
(2) The General Meeting shall take a motivated resolution by the qualified 2/3 votes of all members of the Society on gratis disposal of the Society’s property if in favor of:
1. Persons from other bodies of the Society and their spouses, their direct relatives – without limitation, relatives by common ancestor – to the fourth level or by marriage – to the second level, inclusive;
2. Persons who were members of its management bodies for 2 years prior to the date of such resolution;
3. Legal entities that provided financial support for 3 years prior to the date of such resolution;
4. Legal entities in which the persons mentioned in paragraphs 1 and 2 are managers or may control or prevent passing of resolutions.
(3) The International Society of Hirudotherapeutists and Hirudologists engages the persons and selects the form of rendering assistance thereto depenading on its purposes and financial capacity.
GOVERNING BODIES OF THE SOCIETY
Article 10. The main bodies of the Society are the General Meeting and the Management Board.
(1) The General Meeting includes all members of the Society.
(2) The General Meeting may be annual and extraordinary.
(3) The General Meeting is convened at least once a year.
(1) The General Meeting is entitled:
1. To make amendments and addenda in the Articles of Association;
2. To elect and dismiss the members of the Management Board;
3. To pass resolutions on transformation and dissolution of the Society activities;
4. To approve the budget of the Society and to define the size of the membership contribution;
5. To approve the report on the Management Board activities;
6. To cancel decisions of other bodies of the Society contradicting the applicable law, the Articles of Association or internal acts regulating the Society activities;
7. To approve the basic directions and program of action of the Society;
8. To take other decisions set forth in the Articles of Association.
(2) The resolutions of the General Meeting shall be binding for other bodies of the Society.
(1) The General Meeting is convened by the Management Board on its own initiative or on demand of one-third of the Society’s members. If in the latter case the Management Board fails within two weeks to send a written notice on holding of the General Meeting, then such General Meeting shall be convened by a court in the place of the Society location on a written demand of the interested members or the persons authorized thereof.
(2) The notice shall specify the agenda, the date, hour and place of the General Meeting and on which initiative it is convened.
(3) The notice shall be directed to each member of the Society via e-mail and shall be placed in good view in the place of the Society location and by the address of the Society registration at least within one month prior to the General Meeting date.
The General Meeting is deemed qualified if more than the half of the Society’s members attends it. In the absence of the quorum the General Meeting shall be postponed for one hour, after this it may be held in the same place and with the same agenda regardless of the number of attending members.
(1) Any member participating in the General Meeting has one vote.
(2) A member of the General Meeting has no right to vote on the matters referred to:
1. Him personally, his spouse or their direct relatives – without limitation, relatives by common ancestor – to the fourth level or by marriage – to the second level, inclusive;
2. Legal entities in which he acts as a manager or may control or prevent passing of resolutions.
(3) One person may represent at least three members of the General Meeting on the basis of a written power of attorney. The assignment of authorities is not allowed.
(1) The resolutions at the General Meeting shall be passed by the majority votes of its members.
(2) The resolutions on the matters in Article 9, item 2; Article 12, item 1, paras 1, 2 and 3 shall be taken be passed by 2/3 majority voting of all members.
(3) The General Meeting is not entitled to take resolutions on the matters not included into the announced agenda.
(4) At each General Meeting the minutes are kept that shall be certified by the Chairman of the General Meeting and the Secretary. The list of the members present at the General Meeting shall be also made that makes an integral part of the minutes. Each member that attended the General Meeting has the right to control correct presentation in the minutes of the resolutions taken at the General Meeting.
(1) The Management Board consists of 3 (Three) persons – members of the Society.
(2) The members of the Management Board are elected for four years and their period of office starts from the date of their election at the General Meeting.
(3) The Management Board elects the Chairman and Deputy Chairman out of its members.
(4) The member of the Management Board may be re-elected without limitation.
(5) If the member of the Management Board fails to perform its functions properly, he/she ceases to be its member. In such cases the Management Board continues its activities with the smaller number of members until the next General Meeting. The members of the Management Board may participate in management bodies of other legal entities performing similar kinds of activities.
(6) The nominees to the members of the Management Board shall be present personally at the General Meeting that elects them or shall give their consent to being elected.
The Management Board shall:
1. Ensure fulfillment of the decisions taken by the General Meeting;
2. Approve and submit to the General Meeting the draft budget and plan of actions;
3. Approve and submit to the General Meeting the financial report and the report on the Society activities that shall include the data required by the law as well as other data determined by the General Meeting. The report is public.
4. Take decisions on opening and closing of branches and regional offices or on appointment of the regional coordinators of the Society;
5. Define the procedure and organize the Society activities and bear the responsibility thereof;
6. Take decisions in respect of the procedure of determination and the size of the membership contribution;
7. Determine the address of the Society;
8. Take decisions on all matters set forth in the law or in the Articles of Association not referred to the competence of other body;
9. Manage and dispose of the Society’s property in accordance with the requirements of the Articles of Association;
10. Create and close trade companies of the Society and take decisions on the interest of the Society in such companies;
11. Convene the General Meeting of the Society;
12. Admit and dismiss the members of the Society, register the withdrawal of the members and keep the Register of the Society’s Members. Appoint and dismiss the Chairman of the Management Board and managers of the Society’s branches and the legal entities owned by the Society and define the size of their fee;
13. Appoint the licensed expert-accountant, if necessary;
14. Take decision on membership in similar national and international organizations;
15. Approve the Internal Rules of the Society;
16. Take decision on the liquidator of the Society.
(1) The meetings of the Management Board are convened and guided by the Chairman of the Management Board. The meetings of the Management Board shall be held at least 3 times a year. The notices on and the agenda of the meetings are placed on the Internet site of the Society one week in advance. The Chairman shall convene the extraordinary meeting of the Management Board upon receipt of a written demand from one-third of its members. If the Chairman fails to convene the meeting of the Management Board within one week such meeting may be convened by any interested member of the Management Board. In the absence of the Chairman the Deputy Chairman or any member named by the Management Board shall preside at the meeting.
(2) The Management Board may take decision if more than the half of its members attends the meeting.
(3) The attending is considered to be the person with whom a bilateral telephone or other communication may be maintained that guarantees identification of its person and allows for its participation in discussion and adoption of decisions. The voting of such member is certified in the minutes by the Chairman of the meeting.
(4) The Management Board takes decisions by majority voting of those present, while the decisions in accordance with Article 18, items 4, 5, 9, 10, 14 and 16 – by unanimous voting of all members.
(5) The Management Board may take decisions without attending the meeting by its members if the minutes on the adopted decision are signed by each member of the Management Board without any comments and objections.
(1) The members of the Management Board are not entitled to any fee for acting as members of the Management Board.
(2) The Management Board reserves the right to engage its members for a certain fee for execution of the services provided to an organization in different professional fields.
(1) The membership in the Management Board may be terminated ahead of time:
1. By the decision of the General Meeting in case of breaching the law, these Articles of Association or other internal resolution of the Society or at non-execution of the liabilities by a person being a member of the Management Board or at causing damage to the Society through its actions;
2. By own wish of a member after sending a written notice thereof to the Chairman of the Management Boar;
3. In case of the member demise.
(2) In cases mentioned in item 1 the Management Board may have meetings with the shortened membership until election of a new member by the General Meeting. A member of the Management Board elected instead of the demised person shall continue its terms of reference.
CHAIRMAN OF THE MANAGEMENT BOARD
The Chairman of the Management Board is elected and dismissed by the Management Board.
(1) The Chairman of the Management Board:
1. Organizes and supervises execution of the program and budget of the Society approved by the General Meeting;
2. Organizes and supervises execution of the decisions taken by the Management Board;
3. Organizes and supervises all administrative activities of the Society, in general;
4. Appoints and dismisses the executive staff on the basis of a labor contract concluded with the Society and also performs all other functions of an employer as set forth in the Labor Code and regulatory acts following the procedure adopted by the Management Board;
5. Concludes labor contracts with private persons for execution of liabilities in the Society;
6. Prepares the draft budget and plan of actions and submits them to the Management Board for approval;
8. Prepares the financial statements and report on activities of the Society that shall contain the data required by the law and other data determined by the General Meeting and submits them to the Management Board for approval;
10. Controls correct preparation of the accounting statements of the Society;
11. Submits the quarterly report of the Management Board on the concluded agreements for which the Society has liabilities;
12. Performs other functions set forth in the Articles of Association.
(2) The Chairman is liable before and reports to the Management Board about its activities.
The Society is represented by the Chairman of the Management Board.
APPEARANCE AND DISSOLUTION OF MEMBERSHIP
(1) The members of the Society may be ordinary, associated and honorary.
(2) Ordinary members of the Society have the right of voting at the General Meeting.
(3) Ordinary members may be persons who accept the purposes, objectives and forms of the Society activities and wish to do their best to assist with the work of the Society.
(4) Associated are the persons who execute particular kinds of activities or initiatives, but have no intention or no possibility to be elected the ordinary members of the Society.
(5) The honorary members are private persons with special merits who by their membership improve the image of the Society. They are elected by the Management Board and released of payment of a membership contribution.
(1) Persons are admitted to the Society by the Management Board on the basis of a written application for membership expressing readiness of a candidate to facilitate attainment of the purposes of the Society, to abide by the Articles of Association and Internal Labor Rules of the Society and to pay a membership contribution.
(2) The Management Board is entitled to deny the application for membership if the previous or present activities of the person contradict the purposes and objectives of the Society.
(1) The membership appears on the basis of the decision of the Management Board.
(2) The membership may be terminated:
1. Unilaterally by submission of a written application to the Management Board of the Society;
2. Due to legal entity dissolution caused by an ordinary member and after death or prohibition of honorary members;
3. Due to dismissal;
4. Due to dissolution of the Society;
5. Due to withdrawal.
(3) The General Meeting may dismiss any member who breached the Articles of Association, violated the objectives of the Society or who otherwise acted against the interests of the Society. The person who was dismissed in this way is not allowed to submit a repeated application for membership and to become a member of the Society without explicit consent thereto of the General Meeting.
(4) The withdrawal due to non-payment of the membership contribution during 2 (Two) years shall be confirmed by the documents and announced by the Management Board.
RIGHTS AND LIABILITIES OF THE MEMBERS
(1) The membership in the Society is voluntary.
(2) Each member of the Society is entitled:
1. To be informed about the Society activities;
2. To use the property of the Society in execution of its duties following the rules adopted by the Management Board;
3. To use the results of its activities in performance of the Society.
(3) Any member of the Society may participate in its management.
(4) Each member of the Society shall:
1. Comply with the provisions of the Articles of Association and Internal Labor Rules;
2. Assist the Society in attainment of its objectives;
3. Take care of the good image of the Society;
4. Make its annual contribution for the current year prior to the Annual General Meeting of the Society for a respective year.
(5) The rights and liabilities of the members, except the property ones, are non-transferrable and are not assigned to other persons in case of death and, accordingly, at dissolution.
(6) The rights and liabilities of the members are set forth in these Articles of Association and the Internal Labor Rules of the Society.
BOOKS OF THE SOCIETY
(1) The books of the Society include the following:
1. Register of the members;
2. Book with the minutes of the General Meetings;
3. Books with the minutes of the meetings of the Management Board.
(2) All collective bodies of the Society shall keep books with the minutes of their meetings.
(1) The Society shall keep the Register of Members including all identification and contact information about all members of the Society, the dates of their admission and dismissal, withdrawal or exclusion.
(2) The Book of Members may be kept and stored in an electronic form.
(1) At the General Meetings and meetings of the Management Board the books with the minutes shall be kept in which all proposals, declarations and adopted decisions shall be recorded.
1. The minutes of the General Meetings shall be made by a secretary elected by the General Meeting and signed by the Chairman and Secretary of the meeting;
2. The minutes of the meetings of the Management Board shall be signed by the members of the Management Board present at the meeting.
(2) All members of the Society shall have access to the books of minutes following the procedure set forth in these Articles of Association and the Internal Labor Rules of the Society.
SYMBOLS OF THE SOCIETY
(1) The Society has its own emblem, seal and letterheads.
(2) The emblem of the Society shall be approved by the General Meeting.
(3) Each written paper of the Society shall contain its name, emblem, location, address as well as the data on its registration and BULSTAT number.
(1) At termination of its activities the Society shall be dissolved.
(2) The dissolution shall be conducted by the Management Board or a person authorized thereof.
(3) The dissolution administrator shall make settlements, as far as possible, with the creditors of the Society from cash money and at impossibility to do this – by conversion into money, first, the movable property and then the real estate.
(4) In respect of insolvency, dissolution procedure and legal capacities of the dissolution administrator the provisions of the respective laws shall be applied.
(5) The property left after settlements with the creditors shall be transferred, by the decision of the General Meeting, to a non-economic organization with the similar subject of activity to be used for attainment of the similar non-economic objectives.
(1) All matters not regulated in these Articles of Association and the Internal Labor Rules of the Society will be settled subject to the applicable civil legislation of Bulgaria.
(2) These Articles of Association is adopted by the founders on 15.02.2013.
Siika Kashinova – Secretary
"ZHANUA 98” EOOD