FOUNDING ACT – ORGANIZATION CHART OF “TROTOARA” FOUNDATION

(Amended by decision of the Board on August, 18, 2014)

I, the undersigned Deyan Plamenov Yankov, UCN: …., decided to establish the public interest “TROTOARA” foundation. I submitted a unilateral donation of 10 lev /ten lev/, in order to create this foundation and to achieve the non-profit objectives set out in more details below:

I. GENERAL PROVISIONS

Ar.1 (1) “Trotoara” foundation is an independent organization, that operates in accordance with the Constitution, the laws of the Republic Bulgaria, and this Organization chart.

(2) The Foundation is a legal entity with non-profit purpose in accordance with the Bulgarian Law for non-profit organizations

(3) The Foundation is a voluntary, self-governing public organization and has no political or religious nature.

(4) The Foundation is not limited by time or another termination condition.

(5) The Foundation is established by an act for donation in the amount of 10 (ten) leva by its founder Deyan Plamenov Yankov, UCN: ….

ІІ. NAME AND RESIDENCE

Ar.2 (1) The name of the foundation is “ТРОТОАРА” foundation, which is spelled “ТРОТОАРА” in Bulgarian.

(2) The headquarters and registered office of the Foundation are:
Sofia, Vrabnitsa-2, bl. 636, ent. B, ap.90

(3) The full or the short name of the Foundation, the headquarters, registered office and BULSTAT number are printed on all written documents of the Foundation.

III. OBJECTIVES AND ACTIVITIES

Ar.3 (1) (Amended by decision of the Board on August, 18, 2014) The Foundation defines itself an organization operating in the public interest.

(2) The Foundation has the following objectives:
i) Development of  universal and social, cultural and spiritual values.
ii) Development and encouragement of the Bulgarian national and European identity through the preservation of cultural heritage, the natural environment and the authenticity of the Bulgarian language.
iii) Consolidation and integration of young people aged 12-16 years from different social and ethnic groups and the promotion of tolerance among youth. Supporting youth’s personal abilities, cultural and spiritual development.
iv) Development and promotion of volunteering.

(3) The Foundation may create its own printed body for the realization of its objectives.

(4) The Foundation’s activities are based on the principles of creating programs and projects (unilaterally and in partnership with others) which will help implement the main goals of the Foundation.

(5) (Amended by decision of the Board on August, 18, 2014) The Foundation’s activities and resources cannot be used for political purposes, nor involve it in political electoral campaigns or any other activities promoting political parties, movements or formations.

(6) (Amended by decision of the Board on August, 18, 2014) In a bid to implement its main objectives the Foundation will utilize its resources to:
i) Organize festivals, performances, concerts, exhibitions, literature readings and other activities on the national and international level, targeting topics related to the objectives of the Foundation.
ii) Conduct, assign and assist projects and studies, as well as support public initiatives, related to the objectives mentioned in Article 3, point 2.
iii) Fund ideas, projects and other activities, in the areas of music, literature, art, education and environmental activities, with its own funds or funds obtained by similar international and local organizations.
iv) Gather and disseminate information and informational and education materials, related to the objectives of the Foundation, as well as exchange information with local and international organizations with similar objectives.

ІV. PROPERTY

Ar.4 (1) The Foundation is established by a donation of 10 lev /ten lev/ by its founder Deyan Plamenov Yankov, UCN: …..

Ar.5 (1) The property and resources of the Foundation will be based upon:
i) donations, wills and other charitable acts in favor of the foundation by Bulgarian and foreign persons or organizations; donations can be given with no conditions or with conditions stipulating how they should be used in accordance to the objectives of the Foundation.
ii) profit from commercial activities related to the objectives of the Foundation.
iii) additional income and revenues, allowed by the law and used to achieve the Foundation’s objectives.
iv) all goods, properties and objects purchased by the Foundation.

(2) Donations can consist of money, valuables, securities , properties and belongings,  property rights, intellectual rights, including those belonging to people supported by the Foundation or others.

(3) If a donor is sponsoring the creation of a prize, stipend, specialized financial fund or another form or support, they may request that they are named after them or after a third party determined by them.

(4) The Foundation maintains a register of all donations.

(5) Donors have the right to receive certificates, acknowledging their donations.

(6) The Board can decide to create target funds out of the property and resources of the Foundation.

Ar. 6 (1) The Foundation cannot generate and distribute profits from its activities. If the Foundation registers a profit at the end of a fiscal year, this will be used in activities that support the achievement of the goals of the Foundation.

V. BODIES AND REPRESENTATION

Ar.7 (1) (Amended by decision of the Board on August, 18, 2014) The bodies of the Foundation are: Board of directors and Director of the Foundation. They are respectively the collective supreme body and executive (sole) body of the Foundation.

(2) The Director of the Foundation is by right a member of the Board of directors.

(3) The Foundation’s first Board of Directors is appointed for a term of five years by the Founder of the Foundation. The Founder of the Foundation is its first Director.

(4) The Board of directors of the Foundation holds regular sessions at least once in every three months, upon the request of the Director. The Director can also call for additional sessions upon their own discression or in response to a request by one third of the members of the Board. If the Director fails to comply with the members’ request within a week’s time, any one of them can call for a meeting of the Board of directors.

(5) The sessions of the Board of directors are valid if attended by more than half of the members. It is mandatory for members to attend the sessions.

(6) The Founder has nominated the following persons as members of the Board of directors:
– Deyan Plamenov Yankov, with address Sofia
– Rumen Yasenov Tonchev, with address Sofia
– Blagoi Borisov Anev with address Sofia

Board of directors of the Foundation

Ar.8 (1) (Amended by decision of the Board on August, 18, 2014.) The Board of directors of the Foundation is a collective supreme body as defined in article 39, point 1 of the Law for non-profit organizations and consists of a minimum of three members who have the right to vote.

(2) Once the first Board of directors is appointed, changes are made by the members of the Board.

(3) Once a member leaves, the Board of directors completes its membership no later than the following session. Remaining members vote to select the replacement which is decided by simple majority. The member who is leaving is not allowed to participate in the vote.

(4) The Board of directors has the right to suggest new members to replace those who have left or have lost their membership due to death, loss of statute, frequent absences without valid reason, prison sentences and other reasons.

(5) The Founder of the Foundation can always participate in sessions of the Board of directors, even if they are not a member.

(6) Membership in the Board of directors is voluntary and without renumeration.

(7) The Board of directors can decide to award payment to members for their work in the foundation.

(8) Member of the Board can represent with a written authorization no more than one other member of the Board. Re-authorization is not allowed.

(9) Each of the Board meetings is proceed with a written protocol, which is signed by the head of the meeting and the record taker. The protocols are kept in the protocol’s book of the Foundation.

Ar.9 The Board of the Foundation:

(1) Rules and controls the programs and the activities of the Foundation according to this Founding act and the law.

(2) Chose the Director of the Foundation with a 5 year mandate, without limitation in the number of the mandates.

(3) Defines the order and organizes the execution of the Foundation’s activities.

(4) Approves the organizational structure and the personnel of the Foundation, and defines the total size of all remunerations.

(5) Takes decisions about using the property of the Foundation according to Ar.41 by the Law for non-profit organizations.

(6) Takes decisions about Foundation’s participation in other organizations.

(7) Accepts the annual budget of the Foundation.

(8) Accepts the annual report of the Foundation activities.

(9) Accepts the annual report of the Director’s activities.

(10) Makes decisions for opening and closing branches.

(11) Accepts the annual financial report after an accountant attestation, if this is required by the law.

(12) Accepts and changes the rules for execution of the activities and using the properties of the Foundation.

(13) Amends the Founding act after written approval by the Founder.

(14) Cancels the decisions of other organs of the Foundation, which are in conflict with the law, this act or other internal regulations.

(15) Defines the type, number and size of other Foundation organs.

(16) Permits deals with property and rights on them, collateral and guarantees, bank loans and equity.

(17) Accepts other internal regulations and acts.

Ar.10 (1) The decisions of the Board of the Foundation are made with a majority of at least half plus one of the participated in the discussion or the meeting members.

(2) On the Board meetings is kept a protocol, which is signed by the Director as a chairman of the meetings.

Director of the Foundation

Ar.11 (1) The Foundation is represented by the Director of the Foundation.

(2) The Director is its representative and administrative organ and is chosen by the Board of the Foundation. The first Director is the Founder of the Foundation.

(3) The Director of the Foundation:
i) Assures the execution of the program of the Foundation.
ii) Represents the Foundation to third-party persons and organizations
iii) Makes suggestions to the Board for the Foundation development.
iv) Signs deals and contracts in the name of the Foundation, and also property deals and the rights in them, collateral and guarantees, bank loans and shareholdings, takes the agreement of the Board.
v) Executes the decision of the Board.
vi) Executes operatively the annual budget of the Foundation.
vii) Opens and closes accounts, makes withdrawals and charges amounts without limitation in bank and other type of accounts. Operates with all bank accounts of the Foundation.
viii) Signs all work and labor contracts, changes and ends the work relations with the Foundation staff.
ix) Summons the regular meetings of the Board, and also extraordinary meetings by his will or by the will of ⅓ of the members of the Board in one week timeline.
x) Prepares a report of the Foundation activity, which is public and consisting of information about the main activities, money spent, their relation to the Foundation program and the results achieved; the size of the received property and incomes from the other activities from fundraising, in addition to the financial results from the additional commercial activities.
xi) Makes decisions on all subjects, which are not covered by the board, the law or by the Founding act.

(4) The Director presidents the Board meetings. He is responsible for the conducting of the needed papers.

(5) On the Director’s absence his duties are performed by another member of the Board.

VI. RESERVED RIGHTS

Ar.12 The Founder reserves for himself the following rights:

(1) To make changes and add to the Founding act of the Foundation.

(2) To become acquainted with the Foundation’s annual reports.

(3) To request information at any time about the actual financial state of the Foundation, work on projects and staff work.

(4) To suggest changes in the Foundation’s structure and organs.

(5) To suggest new directions for the Foundation’s work.

(6) To participate in the Board meetings.

(7) To be a member of the Board of the Foundation and to be chosen for a Director of the Foundation without limitation in the number of mandates.

(8) To make decision for dismissing of the Foundation.

(9) In case of dismissing to act as a liquidator.

(10) In case the Founder dies, be absent, or put in injunction, the reserved rights from the upper points pass on a chosen by him third person, and if this is not chosen – on the Board of the Foundation.

VII. DISMISSAL

Ar. 13 (1) The Foundation is dismissed with a decision made by the Board after written approval of the Founder, or with a decision made by the Founder himself.

(2) The possessions and the properties of the Foundation after dismissal is divided according to a decision made by the Board and according to the requirements of Ar.43 from the Law for non-profit organizations.

VIII. FINAL NOTES

Ar.14 (1) The Foundation has its own sign and stamp, approved by the Board.

Ar.15 (1) Matters not mentioned in this Founding act, internal rules and statute, approved by the organs of the Foundation, are subject of the Law for non-profit organizations.

This Founding act is accepted by the Founder on 31.01.2014.
Changes in the Founding Act are made with a decision of the Board on 18.08.2014.

Deyan Plamenov Yankov

Founder and Director of the Foundation
Sofia, Bulgaria, 2014