articlesARTICLES THE INTERNATIONAL SOCIETY OF
HIRUDOTHERAPEUTISTS AND HIRUDOLOGISTS (ISHH)
Article 1. (1) The full name of the Society is International
Society of Hirudotherapeutists and Hirudologists, abbreviated as ISHH. (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
Society of Hirudotherapeutists and Hirudologists, abbreviated as ISHH.
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
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; (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 (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
"DASTARKHAN” OOD |
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