I. GENERAL PROVISIONS

STATUS
Art.1. (1) The Kamen Chanev Foundation is a legal entity incorporated pursuant to the provisions of the Non-profit Legal Entities Act.
(2) The founder of the Foundation is Tanya Petkova Ivanova.

Name
Art.2. The name of the Foundation is “KAMEN CHANEV”. The name of the Foundation may also be written in a foreign language as follows: Kamen Chanev Foundation.

Determination of activity
Art.3. The Kamen Chanev Foundation operates for private benefit.

Seat and registered office
Art.4. Thе seat and registered office of the Foundations is located in the city of Plovdiv, Trakiya residential complex, block of flats 2, entr. B, flat 17.

Duration
Art.5. The Foundation is established for indefinite period of time and its operation is not limited by a termination clause.

II. OBJECTS AND MEANS OF ACHIEVING THEM. SCOPE OF ADDITIONAL ECONOMIC ACTIVITY.

Main objects
Art.6. The objects for which the Foundation is established are to:
1.Collect, store and disseminate information related to the life and work of Kamen Chanev;
2.Contribute to the creation of a society with a critical view of music and honesty to art;
3.Study and promote the creative activity of Kamen Chanev, incl. of his vocal technique;
4.Support the development of opera and symphony art;
5.Stimulate and support educational initiatives related to raising and improving the opera and music culture of children, youth and socially disadvantaged citizens;
6.Support the implementation of various creative projects in the field of music and performing arts and of projects related to the comprehensive development of young artists who are guided to develop their talent, and to work together in creative groups;
7.Provide support for innovative presentation of opera and symphony art.

Means of achieving the objects
Art.7. The objects of the Foundation are achieved by:
1.Organizing festivals, seminars, trainings, forums, conferences on topics related to the objects of the Foundation;
2.Organizing and holding cultural and educational events;
3.Organizing public information and advertising campaigns related to the objects and activities of the Foundation;
4.Organizing and awarding the prize for “Honesty to Art”;
5.Creating, publishing and distributing printed publications and information materials related to the promotion of Kamen Chanev’s life, work and achievements in the field of opera;
6.Creating and maintaining an archive of Kamen Chanev’s performances;
7.Holding an annual competition for young artists in memory of Kamen Chanev;
8.Initiating and supporting the raising of funds for the realization of the Foundation’s objects;
9.Establishing lasting relations with similar organizations, cultural and educational institutes – both Bulgarian and international;
10.Sharing and disseminating good practices.

Additional economic activity
Art. 8. (1) The Foundation may carry out additional economic activities, related to the objects indicated in the present Memorandum of Association and the income from such activities shall be used only for their achievement.
(2) The scope of additional economic activity under the previous paragraph includes: organization and administration of conferences, seminars, trainings, lectures, cultural events and initiatives; preparation, distribution and sale of printed publications; production, distribution and publication of materials and electronic and printed publications; advertising and information activities; sale of goods and services related to the Foundation’s objects.
(3) The Foundation carries out its activity without distributing profit.

III. FOUNDATION’S PROPERTY

Art. 9. In order to achieve its objects, the Foundation uses property acquired from:
/1/ Initial donation in the amount of BGN 500, made by the founder at the establishment of the Foundation;
/2/ Donations from Bulgarian and foreign individuals and legal entities, supporting the objects and activities of the Foundation;
/3/ Wills made by Bulgarian and foreign individuals in favour of the Foundation;
/4/ Revenues from additional economic activity related to the objects of the Foundation, formulated in this Memorandum of Association.

IV. BODIES AND MANAGEMENT

Art. 10. The Management Bodies of the Foundation are:
/1/ the Founder;
/2/ the Management Board;
/3/ the Chair of the Management Board.

Art. 11. The Foundation is represented by the Founder and by the Chair of the Management Board, jointly and severally.

Founder
Art. 12. The Founder is entitled to:
/1/ amend and supplement the Memorandum of Association;
/2/ elect and dismiss the Management Board members;
/3/ elect and dismiss the Chair of the Management Board;
/4/ approve of the annual program for the activity of the Foundation;
/5/ approve of the Foundation’s budget;
/6/ adopt decisions related to the disposal and the free of charge transfer of the Foundation’s property;
/7/ represent the Foundation;
/8/ approve of the annual activity report of the Foundation and its annual financial statements;
/9/ revoke decisions adopted by other Foundation’s bodies, which are in conflict with law, the Memorandum of Association or other internal regulations, governing the operations of the Foundation;
/10/ decide on the participation in other organizations and the opening and closing of branches;
/11/ decide on the Foundation’s transformation or dissolution;
/12/ adopt other decisions, as stipulated in the Memorandum of Association.

Art. 13. The decisions of the Founder are binding on the other Foundation’s bodies.

Managing Board
Art. 14. The Management Board is composed of 5 /five/ members, elected by the Founder for a period of 4 /four/ years.
Art. 15. (1) A meeting of the Management Board is convened at least every four months by the Chair of the Management Board at his/her motion or at the request of 1/3 (one-third) of its members at any time in accordance with the provisions of this Memorandum of Association.
(2) The Chair is obliged to convene a meeting of the Management Board at a written request of one third of its members. If the Chair 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.
(3) A meeting of the Management Board is convened by an invitation in writing, which should include the following information: the agenda, date, time and place of meeting and who was the initiator of such meeting.
(4) The invitation shall be sent by e-mail to the members of the Management Board of the Foundation at least one week before the scheduled day.

Art. 16. The meeting of the Foundation’s Management Board is legal if more than half of all members are present. A person with whom a two-way telephone or other connection is possible, guaranteeing the establishment of his identity and allowing his participation in the discussion and decision-making, shall be considered present. The vote casting by such member shall be certified in the minutes by the chair of the meeting.

Art. 17. (1) Each member of the Management Board shall be entitled to one vote.
(2) A member of the Foundation’s Management Board shall not have the right to vote in resolving issues related to:
1. himself/herself, his/her spouse or lineal relatives – without restrictions, collateral relatives – up to the fourth degree of kinship, or by marriage – up to the second degree, inclusive;
2. legal entities in which he/she is a manager or is able to take or impede the taking of decisions.

Art. 18. (1) The decisions of the Foundation’s Management Board shall be taken by a majority of the members present.
(2) The Management Board may take a decision without holding a meeting, if the minutes of the decision taken is signed without any comments and objections on the part of all members of the Management Board.

Art. 19. Powers of the Management Board:
/1/ organizes the overall activity of the Foundation, in accordance with the Memorandum of Association, the decisions of the Founder and is responsible for this;
/2/ adopts internal regulations and documents, related to the Foundation’s activity;
/3/ approves of the draft budget and the annual program of the Foundation before they are submitted to the Founder for approval;
/4/ approves of the annual activity report of the Foundation and its annual financial statements before they are submitted to the Founder for approval;
/5/ decides on any issues which are not within the scope of powers of another body by law or in accordance with the Memorandum of Association;
/6/ may make proposals to the Founder on issues within its scope of powers;
/7/ gives guidelines and instructions to the Chair of the Management Board on issues related to the spending of the budget.

Art. 20. The members of the Management Board shall be dismissed by the Founder, at his/her discretion, and in the following cases:
/1/ in response to a written request submitted by any of them;
/2/ in case of effective sentence for committed intentional crime of general character;
/З/ in case of permanent factual impossibility to fulfil their obligations for more than 6 months;
/4/ when they have ceased to participate in the activities of the Management Board, having not participated in the work of more than 3 (three) consecutive meetings, without good reason;
/5/ when material damages are incurred to the Foundation through their fault.

Chair of the Managing Board
Art. 21. The Chair of the Management Board shall:
/1/ convene and chair the meetings of the Management Board and shall be responsible for its work;
/2/ represent the Foundation;
/3/ carry out administrative management of the Foundation;
/4/ coordinate the activity of the Foundation with state and local bodies, public organizations, natural persons and legal entities for the purpose of achieving the objectives and realizing the tasks of the Foundation.

V. DISSOLUTION AND LIQUIDATION

Art. 22. The Foundation shall be dissolved:
/1/ by a resolution of the Foundation’s Founder;
/2/ by a court decision in the cases provided by law.
Art. 23. (1) If the Foundation is dissolved, it will be liquidated thereafter.
(2) The Foundation shall be liquidated by its Founder or by a person appointed by her.
(3) In case of insolvency, the relevant provisions of the Commerce Act shall apply.

VI. TRANSITIONAL AND FINAL PROVISIONS

§ 1.In relation to any issues unsettled herein, including issues related to its interpretation and the application of its stipulations, the provisions of the Non-profit Legal Entities Act shall apply.
§ 2.This Memorandum of Association is prepared in Bulgarian.
§ 3.This Memorandum of Association was adopted by the Founder on 14.04.2021.

FOUNDATION MANAGER
Tanya Petkova Ivanova