ARTICLES
THE INTERNATIONAL ASSOCIATION OF
HIRUDOTHERAPEUTISTS AND HIRUDOLOGISTS
(IAHH)
Article 1.
(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.
TERM
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.
Article 6.
(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
Article 7.
(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.
PROPERTY
Article 8.
(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.
Article 9.
(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.
GENERAL MEETING
Article 11.
(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.
Article 12.
(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.
Article 13.
(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.
Article 14.
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.
Article 15.
(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.
Article 16.
(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.
MANAGEMENT BOARD
Article 17.
(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.
Article 18.
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.
Article 19.
(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.
Article 20.
(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.
Article 21.
(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
Article 22.
The Chairman of the Management Board is
elected and dismissed by the Management Board.
Article 23.
(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.
REPRESENTATION
Article 24.
The Society is represented by the Chairman of
the Management Board.
APPEARANCE AND DISSOLUTION OF MEMBERSHIP
Article 25.
(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.
Article 26.
(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.
Article 27.
(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
Article 28.
(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
Article 29.
(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.
Article 30.
(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.
Article 31.
(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
Article 32.
(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.
DISSOLUTION
Article 33.
(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.
MISCELLANEOUS
(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.
Farida Kalbakhany
Siika Kashinova – Secretary
FOUNDERS:
Farida Kalbakhany
"SISI” OOD
"ZHANUA 98” EOOD
"DASTARKHAN” OOD