I. GENERAL PROVISIONS

Art. 1. These regulations aim to specify the rights and obligations of the members of the Management Board of BASGP, as well as to ensure effective organization of its work.

Art. 2. (1) The Management Board is the collective governing body of BASGP in the period between two General Meetings. It reports to the General Meeting of BASGP for its activities.

(2) The members of the Board of Directors are legal entities or individuals elected directly by the General Assembly of BASGP.

Art. 3. The Management Board carries out its activities in accordance with the requirements of the current legislation and the Statute of BASGP.

Art. 4. (1) The members of the Board of Directors have equal rights and obligations, regardless of the internal distribution of functions between them, as well as the right granted to the President of the Association and the Secretary of the Association to represent BASGP before third parties.

(2) The members of the Board of Directors are obliged to fulfill their duties in the interest of the Association.

(3) In order to properly fulfill their duties, the members of the Board of Directors have full access to all documents and units of the Association, and all its employees are obliged to provide them with full assistance in carrying out inquiries and inspections.

Art. 5. The members of the Board of Directors are jointly and severally liable for any damage they have culpably caused to the Association.

‍

II. ACTIVITY OF THE MANAGEMENT BOARD

Art. 6. The Management Board has the following powers:

1. ensures the implementation of the decisions of the General Assembly
2. determines the order and organizes the implementation of the activities of the Association and is responsible for this;
3. adopts and implements annual programs and plans for the activities of the Association and the Management Board, reports on their implementation, as well as other materials and publications;
4. prepares projects and submits for adoption by the General Assembly of BASGP medium-term, long-term, thematic and other types of programs for the development of the Association, providing for specific measures for their implementation;
5. disposes of the Association's property in compliance with the requirements of the law, the statutes, these regulations and the decisions of the General Assembly of the Association;
6. elects a deputy chairperson(s) of the Management Board from among its members;
7. decides to convene a regular or extraordinary General Meeting of the Association in accordance with the procedure provided for in the Statute;
8. prepares and submits to the General Assembly a report on the activities and annual financial report of the Association;
9. prepares and submits for adoption by the General Assembly the Association's budget for the following year;
10. makes decisions on the Association's participation in other organizations;
11. approves submitted applications for membership and submits them for acceptance by the General Assembly;
12. excludes members of the Association under the terms and conditions provided for in the Statute;
13. adopts regulations for the activities of the Management Board and other internal regulatory acts for the activities of the Association, including salary rules, regulations for internal labor procedures, etc.;
14. makes decisions to open or close branches;
15. establishes auxiliary and consultative bodies of the Association, adopts regulations for their activities and determines their personnel composition;
16. determines the amount and procedure for collecting and reporting membership fees and entrance fees;
17. adopts a Code of Conduct for its members;
18. elects from among the members of the association a Secretary of the Association and determines his remuneration;
19. upon the proposal of the Secretary of the Association, determines the organizational structure and its staffing schedule;
20. adopts decisions on issues considered by the Board based on a report by the Secretary of the Association;
21. determines the cases in which BASGP is mandatorily represented jointly by the President of the Association and the Secretary of the Association;
22. approves the templates of applications for membership in BASGP and the annexes thereto;
23. makes decisions on the adoption of a list of services (free or paid services) that it provides to its members;
24. determines the procedure for conducting and reporting business activities by the Association, in addition to its ideal goals.
25. accepts donations and bequests made in favor of the Association;
26. makes a decision to establish its own Professional Training Center at the Association, to establish an Arbitration Court at the Association, and approves their organizational and other rules and regulations for their activities;
27. carries out liquidation of the Association upon termination of its activities or appoints another person - liquidator.
28. makes decisions on all matters that are not, by law or under these statutes, within the exclusive competence of the General Assembly or another body.

Art. 7. (1) Regular meetings of the Management Board are held at least once every 3 months and are convened by the Chairman of BASGP, and in his absence - by a deputy chairman appointed by him. Extraordinary meetings of the Management Board are convened by the Chairman of BASGP at the request of one third of the members of the Management Board - within one week of receipt of the request.

(2) The Chairman of the Association is obliged to convene a meeting of the Management Board upon a written request of one third of its members. If the Chairman does not convene a meeting of the Management Board within a week, it may be convened by any of the interested members of the Management Board. In the absence of the Chairman, the meeting shall be chaired by the Deputy Chairman, and in the absence of both – by a member of the Management Board designated by the Management Board.

(3) The convening of a meeting of the Management Board is carried out by a written invitation received personally by its members at least 3 days before the meeting.

(4) The convocation can also be carried out by e-mail, telephone or fax.

(5) The invitation shall contain the agenda items, the date, time and place of the meeting. The materials on the agenda items shall also be attached to it.

Art. 8. (1) The meeting of the Board of Directors is regular if more than half of the members of the Board of Directors are present. A person may represent only one of the other members of the Board by express written power of attorney. A certified copy of the power of attorney shall be attached to the minutes of the meeting, where it shall be explicitly noted which member of the Board represents whom.

(2) A person with whom there is a two-way telephone connection, guaranteeing the establishment of his identity and allowing his participation in the discussion and decision-making, which is certified in the minutes by the person chairing the meeting, is also considered to be present under the previous paragraph.

(3) In urgent cases, the invitation to a meeting may be sent by telephone and the meeting may be convened on the same day. In such cases, the Board of Directors may exceptionally make decisions in absentia. In this case, the decision shall be deemed to have been made if it is signed by all members of the Board of Directors without any comments or objections.

Art. 9. (1) The Management Board makes its decisions by a simple majority of the members present, unless the law or the Articles of Association provide otherwise.

(2) The decisions of the Management Board under Article 6, points 2, 5 and 21 of these Regulations shall be taken unanimously by all its members.

Art. 10. (1) Each member of the Management Board is obliged to disclose in advance to the Management Board the existence of a conflict of interest and not to participate in voting on decisions on items on the agenda when the decision concerns him, his spouse, relatives in the direct line and collateral line up to the 4th degree inclusive, legal entities in which he has a direct or indirect participation of more than 10% of the capital or is a member of a management or control body, or in any form may influence the decision-making or impede the decision-making of such a legal entity, as well as in general in all cases where, according to the circumstances, it can be assumed that he could be interested in the adoption of a decision by the Management Board on the item on the agenda.

(2) In case of failure to fulfill the obligation to disclose a conflict of interest, the member of the Management Board bears full financial liability for the damages caused to the Association, but not less than his 3-month remuneration as a member of the board, and may be dismissed as a member of the Management Board at the first following General Meeting of the Association.

Art. 11. (1) The decisions of the Management Board have a guiding nature for all structures of the Association. They enter into force immediately upon their adoption, unless their effect is explicitly postponed.

(2) The decisions of the Board of Directors have a sequential number for each meeting. Each Protocol of a Board meeting also have a sequential number, starting from the beginning of the respective calendar year.

Art. 12. (1) Protocols are kept for each meeting of the Board of Directors, which indicate:

1. the place and time of the meeting;

2. the names of the present members of the Board of Directors;

3. external persons who attend the meeting with the permission of the council (if any);

4. the agenda;

5. the proposed solutions;

6. the votes held and their results, indicating how each member of the Board of Directors voted;

7. the decisions made.

(2) The protocols are prepared within 3 (three) working days of the meeting and are signed by all members of the Board of Directors present at the meeting.

(3) The written materials submitted for discussion, the powers of attorney for representing members of the Board of Directors and their possible written opinions on the items on the agenda are attached to the protocol.

(4) The originals of the protocols with all annexes thereto are kept with the Chairman of the Board of Directors or with a person designated by the Board of Directors.

(5) Copies of the protocols of the Board of Directors are provided ex officio to its members immediately after the minutes are drawn up.

(6) The completed protocols are arranged in a minutes register (book), which is certified annually by the Chairman of the Board of Directors. The protocols and their annexes are kept for 5 (five) years from the date of the meeting.

Art. 13. Extracts from the protocols containing the decisions of the Board of Directors may be provided to any interested member of the Association for free use at the central office of the Association, based on an order of the Chairman of the Association.

Art. 14. (1) The documentation of the Board of Directors shall be kept by the Secretary of the Association.

(2) Access to the documentation of the Board of Directors shall be granted to its members, as well as to persons designated by the Board of Directors or by virtue of a statutory act.

Art. 15. (1) Matters submitted to the Board of Directors for resolution shall in principle be considered on the basis of written information prepared by the proposer and provided within a reasonable period before the date of the meeting.

(2) At the meetings, having regard to the nature of the matters under consideration, interested members of the Association, as well as employees of the Association and other persons (experts, etc.) whose professional competence is related to the matters discussed by the Board of Directors, may also be permitted to attend.

Art. 16. (1) The Chairman of the Board of Directors is the Chairman of the Association.

(2) Председателят на Асоциацията:

1. convenes, manages and chairs the meetings of the Board of Directors;

2. prepares the agenda of the meetings of the Board of Directors, brings it to the attention of the other members of the Board of Directors and submits for consideration the materials thereon prepared by the rapporteurs previously designated by the Board of Directors;

3. receives, processes, summarizes and provides an opinion on the proposals submitted by the members of the Board of Directors;

4. keeps a record of the decisions taken at the meetings of the Board of Directors, coordinates and monitors their implementation.

(3) In carrying out the activities under the preceding paragraph, the Chairman of the Association shall be assisted by the Secretary of the Association.

Art. 17. (1) The work of the Board of Directors shall be serviced by the Secretary of the Association. The Secretary of the Association shall organise the implementation of the decisions of the Board of Directors and shall also perform other functions related to the administrative management and administration of the activities of the Association, in accordance with the provisions of the Statute or pursuant to decisions of the Board of Directors.

(2) The Secretary of the Association shall immediately report to the Chairman of the Board of Directors any circumstance that is of material importance to the Association, and where necessary shall propose the convening of the Board of Directors.

Art. 18. (1) Тhe members of the Board of Directors shall be seconded within the country and abroad by the Chairman of the Association.

(2) The Chairman of the Association shall be seconded within the country and abroad in accordance with the procedure of Para. 1 and upon an explicit prior decision to that effect by the Board of Directors.

(3) The travel expenses of the members of the Board of Directors shall be borne by the Association.

Art. 19. The members of the Board of Directors may, in the performance of their functions, use the property of the Association insofar as this is related to the exercise of activities and functions in the Board, including a company mobile phone and a company car.

Art. 20. (1) For the purposes of carrying out its activities, the Board of Directors shall be entitled to financial expenditure within the approved management expenses of the Association as provided for in the budget.

(2) For their work, the members of the Board of Directors may receive remuneration at the expense of the Association, in an amount determined by the General Assembly and in accordance with the approved budget.

‍

ІІI. TRANSITIONAL AND FINAL PROVISIONS

§ 1. The interpretation of the application of these regulations shall be carried out by the Board of Directors.

§ 2. For matters not regulated by these regulations, the relevant provisions of Bulgarian legislation and the Statute of the Association shall apply.

§ 3. These regulations were adopted pursuant to Art. 32, Para. 9 of the Statute by a decision of 10 June 2011 of the Board of Directors of Bulgarian Association for Contemporary Graphics and Printing.