Foundation Establishment Act /Statute/ The Foundation Infrastructural Projects - PIVOT

FOUNDING ACT
/Statute/
Тhe Foundation
INFRASTRUCTURAL PROJECTS – PIVOT
I. Basics
Article 1. Foundation INFRASTRUCTURAL PROJECTS – PIVOT is a legal entity with nonprofit , established in accordance with the Law for the legal entities with nonprofits, called hereinafter for brevity The Foundation.
Article 2. Foundation INFRASTRUCTURAL PROJECTS – PIVOT is established with endowment acts done by the founding – donors, as follows:
- Stefan Georgiev Topalov - endowment act in the amount of 100 /one hundred / BGN.
- Nikolai Radoslavov Mytafchiev - endowment act in the amount of 100 /one hundred / BGN.
- Plamen Nikolov Chernev - endowment act in the amount of 100 /one hundred / BGN.
- Valentin Todorov Petrov Mytafchiev - endowment act in the amount of 100 /one hundred / BGN.
- Pavel Iliev Petrov - endowment act in the amount of 100 /one hundred BGN.
- Svetlana Petrova Koseva - endowment act in the amount of 100 /one hundred BGN.
- Emanyil Vladimirov Dikov - endowment act in the amount of 100 /one hundred BGN.

II. NAME, RESIDENCE, HEADOFFICE AT, STATUTE AND TERMS

Article 3. The name of the Foundation is INFRASTRUCTURAL PROJECTS –PIVOT.
Article 4. The residence of the Foundation is Sofia city, municipality Oborishte, and the address of the head office – str.Moskovska 27 B,fl.5,ap.10.
Article 5. The Foundation is implement activities in a private benefit.
Article 6. The Foundation is establishing without time limit.

III. TARGETS, RESOURCES AND ACTIVITY

Article 7. The targets of the Foundation are:
- to assist and support the development and improvement of the infrastructure of the settlements in Republic Bulgaria.
- to assist and support the development and affirmation of the health care, the education, the science , the culture, the techniques, the technologies and the physical culture.
- to assist and support for the protection and preservation of the environment;
Article 8. The Foundation will develop the following activities, connected with implementation of its purposes, and exactly:
- provides for free raw materials and goods to a trade organizations in return for an obligation of the latest to finance infrastructural projects of the Foundation, connected with its purposes.
- doing an assistance with the municipalities of the Republic of Bulgaria for elaboration and adoption of infrastructural projects in the area of health care, the education, the science, the culture, the techniques, the technologies and the physical culture, the social integration and preservation of the environment, financed by the European funds.
- realization of the approved infrastructural projects in the area of the health care, the education, the science, the culture, the techniques, the technologies and the physical culture, the social integration and preservation of the environment, financed by the European funds.
- providing for free financing of the municipalities, public organizations and institutions for realization of infrastructural projects in the area of the health care, the education, the science, the culture, the techniques, the technologies and the physical culture, the social integration and preservation of the environment. - performs printing and publication for promotion the activity of the Foundation.

IV. PROPERTY, SOURCES OF FUNDS

Article 9. The property of the Foundation consist of donations and is formed by a:
- primary donations by the side of the donators creating the Foundation in the amount indicated in the relevant endowment acts;
- subsequent donations by the founders;
- donations and bequests from Bulgarian and foreign individuals and legal entities;
- profits from the property of the Foundation;
- profits implemented by the Foundation in result of an additional economical activity;
- another profits and revenues, according to an established by the Law;
/2/Subject of donation or bequest could be amounts of money, movables and real estates, property rights, rights to an intellectual and manufacturing property, securities, equity participation in companies, rights to stocks, collections and another property rights. All done donations are written in a special book for the donations.
/3/Bulgarian and Foreign individuals and legal entities can absolutely or under condition to do donations or bequests in favor of the Foundation and in accordance with its targets.
/4/ When the donor or the testator want with the donation or with the bequest to be founded a award, scholarship, specialized financial fund and another similarities, he could ask the award, the scholarship or the fun to have his name or another name definite by him.
/5/ The Foundation could refuses to accept a donation or a bequest, done with the unacceptable for the Foundation conditions and done in contradiction with its targets and the provisions of its statute.
/6/ The property of the Foundation is invested in to an immovable properties, bank deposits, securities /stocks, debentures and etc./, rights to the equity payments, right to an intellectual and manufacturing property and to another appropriate way.
/7/ The management of the property of the Foundation is being done by the Management Board of the Foundation, in accordance with the provision of the Law and of the present Founding act.
Article 10. /1/ The property of the Foundation is a common and indivisible. Its injunction is done by the permission of the Management Board.
/2/ The profits are used to be achieved the certain by the present statute purposes.
/3/The Foundation does NOT do profit sharing.
Article 11. By the decision of the Management Board there could be created main and target funds.Their usage and consumption is determined by the Management Board.
Article 12. The expenses, connected with the activity and management of the Foundation are covered by its profits.
Article 13.The Foundation can for free to spend the property and to do activities pointed into a realization of the targets fixed in the insisted statute and the Law for the legal entities with non-agricultural aim.

V. AUTHORITIES.REPRESENTATION.

Article 14. /1/ Authorities of the Foundation are:
- Management Board
- The Manager
The Foundation will be managed by the Management Board , component by 3 /three/ persons /members/. The members of the Management Board are:
- Stefan Georgiev Topalov – Chairman of the Board (Manager).
- Nikolai Radoslavov Mytafchiev - Member.
- Svetlana Petrova Koseva – Member.
/2/ By the decision of the Management Board to the Foundation there can be formed temporal or permanent auxiliary parts- expert advisor, boards and etc. /3/ By the decision of the Management Board the management of the Foundation could be changed and transformed into a collective parts for management by adherence to the law provisions of the Law on Non-Profit Legal Entities.
/4/ Authorities of the Management Board
1. Amends and supplements the statute of the Foundation;
2.Accepts another internal acts
3. Determines the number of the members of the Management Board, chooses and releases the members of the Management Board allots their remunerations;
4. Take a decision for detection and closing of branches;
5. Take decision for taking part of another organizations;
6. Take decision for transformation or closure of the Foundation;
7. Accepts the financial reports and the reports for the activity of the Management Board;
8. Accepts the budget of the Foundation;
9. Defines the volume of the representative power of its members;
10. Doing the operative management of the activity of the Foundation;
11. Indicts the budget of the Foundation;
12. Indicts the report for the activity of the Foundation;
13. Disposes with the property of the Foundation as adherence the requirements of the Statute;
14. Determines he order and doing conduction the activities of the Foundation and takes responsibility for that;
15. Determines the address of the Foundation;
16. Accepts rules for its work;
17. In liquidation he/she chooses the liquidator;
18. Accepts and exclude members of the Management Board;
19. Decides all the questions connected with the activity of the Foundation, which does not contradict of this Statute;
/5/ The members of the Management Board are chosen for the term of until five years.
/6/ The Management Board chooses from its staff a Manager.
Article 15. /1/ The Management Board can take decisions, if on its meeting there are attend more than the half part of its members. The meetings of the Management Board are convoked and managed by the Manager of the MB.
/2/ Attended is a person, with whom there is a bilateral phone or another connection, which guarantees its identifiable individual and allowing him participation in the discussion and in the taking solution. The voting under this paragraph is certified in the protocol of the managing the meeting.
/3/ The decisions are taken by the majority of the present persons, and the decisions connected with the injunction of the real estates of the Foundation and determination of its activity are accepted with unanimity.
/4/ The decision for the acceptance and exclusion a member of the Managing Board is taken by the proposal of the Manager of the Managing Board with unanimity, as the excluded member does not vote. The manager cannot be excluded by the Management Board;
/5/ The Management Board can take a decision without being done a meeting,if the protocol for the taken decision would be signed without remarks and objections for that from all the members of the Management Board.
Article 16. /1/ For every meeting of the Management Board there is leaded a protocol, which is certified by the Manager and the person who had composed the protocol, which are responsible for its fidelity content.
/2/ The Management Board can authorize its own member for representing the Foundation into third persons. He will be called by the name Manager and the volume of its representative power will be defined by the Management Board.
/3/ The Foundation is represented by the Manager.
Article 17. The Manager has the following powers:
- Concludes, changes and terminates labor relations with the employees of the Foundation;
- Manages the current activity of the Foundation;
- Represents the Foundation in front of third persons in the country and abroad.
Article 18. With the decision of the Management Board of the Foundation there can be detect and abolish branches outside the settlement, in which is located the Foundation.
Article 19. The branches are not legal entities. They are managed by the manager and are doing the activities which are determined by the decision of the Managing Board for its detection. The Management Board determines and the volume and the powers of the representative authority of the manager.

VI. TERMINATION AND LIQUIDATION.

Article 20. /1/ The Foundation is terminated:
1. With the decision of the Managing Board;
2. With the decision of the Sofia’s City Court, when:
A/ it is not established according to the law;
B/ is doing an activity, which contrary to the Law or is contrary of the public order or of the good manners;
C/ is being declared for insolvency;
/2/ The decision of the Court to par./1/, p.2 is decreed by the claim of every interested or of the public prosecutor.
/3/ The Court can give appropriate term for removal of the basis for termination and its consequences.
/4/ in the cases of par./2/ the termination is being written officially and the Court appoints a liquidator.
Article 21. /1/ In termination of the Foundation there it is done a liquidation.
/2/ The liquidation is done by the Management Board or by another person, determined by its. When the liquidator is not determined by the Management Board, it is being determined by the Court.
/3/The liquidator is required to satisfy the creditors of the Foundation from the available fundings,and if this is not possible – by the redemption firstly of the movable, and then of the real estate of the Foundation.
Article 22. The property which is stayed after the satisfying the creditors is being provided to the founders or to their successors.
Article 23. After distribution of the property the liquidator is required to ask erasure of registration of the Foundation from the proper Court.
Article 24. For outstandings expressly in this Founding Act questions, there are applied the provisions of the current Bulgarian Legislation.

The current Founding Act is accepted with unanimity by the founders of the Foundation from 23 October 2006 and there has been signed by all the founders.

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