Statute of the Bulgarian Helsinki Committee

I. General provisions

Article 1

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

Article 2

The 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) The 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

The 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 individuals and legal entities on the territory of the Republic of Bulgaria and abroad.

Article 5

(1) To accomplish its objectives and tasks, the 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 individuals in Bulgaria and abroad;
2. Organising fact-finding missions, alert 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 Executive Committee 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 the BHC shall be lead 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, value 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 the 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 Executive Committee, and in the case of legal entities - by a written declaration in the application for membership, addressed to the Executive Committee, 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 are obliged to take part in the General Meeting 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) Any BHC member may cease his/her membership of his/her own accord by submitting a written application to that effect to the Executive Committee.
(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 chairman or his deputy shall provide information about any received applications at the first meeting of the Executive Committee and at the first General Assembly meeting.
(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 charter 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 chairman 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 meeting at which he is to be expelled without good reason which he has stated in advance, the next general meeting may take a decision on his expulsion in his absence.

Article 11а

(1) Members owe an annual membership fee, the amount of which shall be determined annually by the General Assembly.
(2) Failure to pay for the previous year, after being established by the Executive Committee, shall lead to termination of the membership.
(3) The Executive Committee shall present before the General Assembly information on the paid annual membership fee once a year.
(4) The membership fee shall be payable by 31 May the following year.

Article 12

Any documents, including the minutes of the general meetings 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 convene at least once a year.

Article 14

(1) The General Assembly shall be convened by the Executive Commitee 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) The General Assembly shall be convened by written notice, sent at least five days in advance, and stating the date, time, venue and draft agenda. The notice shall be published in the State Gazette.
(3) Provided the conditions under paragraphs 1 and 2 of the present article on the convocation of the General Meeting 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

The General Assembly shall:
1. amend and supplement the statute of the BHC and other internal regulations;
2. elect an Executive Committee;
3. elect a chair and vice chair of the Committee;
4. approve annual reports on the activity, including on different projects, expenditures and the current financial state of the BHC bodies;
5. adopt drafts of the Executive Committee 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. (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 be inadmissible.

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 charter.
(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) The Executive Committee shall consist of five to seven members and shall be elected for a period of two years.
(2) Legal entities that are members of the association may also propose persons who are not members of BHC as members of the Executive Committee.

Article 19

The Executive Committee 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. 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 Executive Committee shall be called by the Chair or a deputy empowered by him/her amongst the members of the Executive Committee or on a requisition of at least two of the members thereof.
(2) The persons under paragraph 1 shall be obliged to notify all members of the Executive Committee.
(3) The Executive Committee may act if more than one-half of the members thereof are present at the meeting.
(4) The Chair shall be obliged to call the Executive Committee on a written requisition of one-third of the members thereof. Should the Chair fail to call the Executive Committee within seven days after any such requisition, the said Committee may be called by any interested member of the Executive Committee. In the absence of the Chair, the meeting shall be presided over by a member of the Executive Committee designated by the Committee.
(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 Executive Committee 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 Executive Committee may act without meeting if all members of the Executive Committee sign the minutes on the decision made without remarks and objections.

Article 22

Any member of the Executive Committee may withdraw from it of his/her own accord after stating so in writing at one of the meetings of the Executive Committee.

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 Executive Committee.

Article 24

(1) The chair shall:
1. organise the work of the Committee between the meetings of the Executive Committee and in conformity with the decisions of the General Assembly and the Executive Committee;
2. preside over the meetings of the Committee's Executive Committee;
3. perform and monitor the implementation of resolutions passed and decisions made by the General Assembly and the Committee's Executive Committee;
4. conclude contracts of employment with associates and auxiliary personnel of the Committee after the application's approval by the Executive Committee;
5. report on his/her activity as chair to the Executive Committee and to the General Assembly. (2) The chair may delegate his/her 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 Executive Committee.

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 Executive Committee in the absence of the chair or if no other member of the Executive Committee has been authorised to act as his deputy;
2. preside over the meetings of the Executive Committee in the absence of the chair or if no other member of the Executive Committee has been authorised to act as his/her deputy.
(2) The deputy chair may delegate his/her powers under paragraph 1 to other members of the Committee.

Article 27

Any member of the Committee shall have access to the archives

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

Article 28

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

Article 29

(1) The BHC shall keep minutes 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) The 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.
(2) The report on the activity of the BHC shall be available to the general public. It shall be submitted to the central register of non-profit corporations for pursuit of an activity for the public benefit with the Ministry of Justice on or before May 31 every year.

Article 30

(1) The 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 the BHC shall conform to the objective and financial capacities of the association according to the procedure and rules determined by the charter 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 the 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 the 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 the 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 the BHC shall take place in conformity with Chapter 3 of the Non-Profit Associaitons 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 the BHC by resolution of the General Assembly, the General Assembly shall pass upon liquidation which shall be carried out by the Executive Committee 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 organisation for the protection of human rights by resolution of the General Assembly.