The Rules of the Bulgarian City Club

General

The name of the Club shall be "The Bulgarian City Club". The Club shall be located in London, England or at such other location as the Club may in General Meeting determine. The objects of the Club shall be:

Promote and further personal and business contacts among business persons and other professionals of Bulgarian origin and other persons Interested personally and/or professionally in Bulgaria; Organise and participate in charitable activities in support of Bulgaria and Bulgarian nationals in the United Kingdom and other countries; Assist members to learn of business, political and social events in the United Kingdom related to Bulgaria; Promote awareness among the business community at large of economic, political and other developments related to Bulgaria; Organise social events for members and their guests; Publish newsletters and periodicals in print or electronic media and organise conferences; and Extend the above activities to other related areas that may be of interest to members and do all things incidental to the above objects or helpful in furthering them.

4. The Club shall be a members' club and shall consist of ordinary members together with honorary members and associate members as are hereinafter mentioned. Membership

5. The first ordinary members shall be the named signatories to the original copy of these Rules who, having determined to form themselves into a club more than two days before these rules are intended to become operative, are in this rule referred to as the founder members. Every candidate for ordinary membership other than the founder members must be proposed by one member of the Club and the proposal must be seconded by another member, both the proposer and seconder being ordinary members and both vouching for the candidate's fitness for membership. The name and address of every candidate proposed for ordinary membership, together with the names of his proposer and seconder, shall, for a period of at least two clear days before such candidate is elected, be posted in the Club in the manner prescribed in rule 29. Until there shall be fifteen members of the Club, election of ordinary members may be by a majority of votes at a meeting of which all the founder members and such persons as shall then already have been admitted to membership under this rule shall have been given two clear days' notice. Subject as aforesaid, election to membership shall be either by the Club in General Meeting, or by the General Committee of the Club. No reasons shall be given to any candidate in the event of his rejection. Honorary members, who shall not be liable to pay any entrance fee or subscription but shall be entitled to all the privileges of membership, may be elected by the Club in General Meeting. The Club may admit associate members. Associate members, who shall not be liable to pay any entrance fee or annual subscription, shall be entitled to all the privileges of membership, but shall have no vote at any meeting of the Club. Associate members may be elected by the General Committee of the Club. Associate membership shall be for one year unless renewed or converted into ordinary membership by the Club in General Meeting, or by the General Committee of the Club. No person, other than a founder member, shall be admitted to ordinary membership unless, having been elected as provided in rule 5, such person shall have paid to the Treasurer his first annual subscription within thirty days of being elected. Committee and Officers

10. The affairs of the Club, in all matters not in these rules reserved for the Club in General Meeting, shall be managed by the General Committee of the Club. The General Committee shall consist of not less than five but not more than seven ordinary members of the Club who shall be elected annually at the Annual General Meeting of the Club and shall include the President, General Committee Members and the Treasurer. The members shall all go out of office in every year, but shall be eligible for re-election. The members of the General Committee shall be elected by a ballot to serve thereon for a term of one year following the Annual General Meeting. No member of the Committee who has served for three consecutive terms may be nominated for re-election, except by unanimous vote of the Club in General Meeting. All nominations to fill vacancies, whether originating with the General Committee or with individual members of the Club, shall be delivered to the General Committee Member nominated for that purpose by the General Committee twenty one clear days before the date of the Annual General Meeting. Failing such delivery, such vacancies may be filled by unanimous vote of the Club in General Meeting. The General Committee may appoint one or more members to serve in such functions or sub committees as it may deem appropriate in furtherance of the objects of the club. Four members shall constitute a quorum of the General Committee, and two a quorum of a sub committee. The General Committee shall normally meet once in every six months, and at such other times as it may decide, to transact current business. Minutes of the proceedings shall be entered in a book and confirmed at the next meeting. Any member of the General Committee who has ceased to be a member of the Club or who has not attended any meetings of the General Committee during the twelve months preceding any Annual General Meeting shall cease to be a member of the General Committee, provided that in the latter case the General Committee shall have power to reinstate such member if, in its opinion, non-attendance has been justified.

11. There shall be a President, General Committee Members and a Treasurer, who shall be elected from time to time by the Club in General Meeting from among the ordinary members of the Club; and such other officers of the Club as the Club may in General Meeting appoint. The Treasurer and every such officers shall act in all matters in accordance with the directions of the General Committee of the Club. Trustees The Club may appoint from time to time as necessary by a decision of the General Meeting up to three Trustees from among ordinary or honorary members who are willing to be so appointed. A Trustee shall hold office during his life, or until he shall resign by notice in writing given to the General Committee, or until a resolution removing him from office shall be passed at a General Meeting of the Club by a majority comprising two-thirds of the members present and entitled to vote. All property of the Club, other than cash and financial resources, shall be held by the Trustees for the time being, in their own names so far as necessary and practicable, for the use and benefit of the Club. On the death, resignation or removal from office of a Trustee, the General Committee shall take steps to procure the appointment by the Club in General Meeting of a new Trustee in his place; and shall as soon as possible thereafter take all lawful and practicable steps to procure the vesting of all Club property into names of the Trustees as constituted after the said appointment. The Trustees shall in all respects act, in regard to any property of the Club held by them, in accordance with the directions of the General Committee; and shall have power to sell, lease, mortgage or pledge any Club property for the purpose of raising or borrowing money for the benefit of the Club in compliance with the Committee's written directions. But no purchaser, lessee or mortgagee shall be concerned to enquire whether any such direction has been given. The Treasurer shall hold all cash and other financial resources of the Club in trust for the use and benefit of the Club and its members in accordance with any directions given to him by the General Committee. Subscriptions, Finances and Accounts The annual subscription for an ordinary member shall be such a sum as the General Committee may from time to time determine. At the discretion of the General Committee a member may be allowed to pay a reduced subscription, or a lump sum by way of composition of their liabilities for annual subscription in all future years. Annual subscriptions shall be payable on election as provided in rule 9, and thereafter without demand on 1 January in every year. The General Committee may terminate the membership of any member whose annual subscription remains unpaid on the 1 March. The Treasurer shall keep such proper books of account as will enable him or her to present at every Annual General Meeting of the Club, or at any other time if required (on reasonable notice to him) by the General Committee, an accurate report and statement concerning the finances of the Club for the preceding year, or for the current year as the case may be, and shall present such report and statement accordingly. The Treasurer shall post, or cause to be posted, such report and statement on the website of the Club within one week of the respective Annual General Meeting of the Club. General Meetings An Annual General Meeting of the Club shall be held in every year, and there shall not be more than fifteen months between one Annual General Meeting and the next. Notice of the day and time and location of the Annual General Meeting shall be communicated to all members in the manner prescribed in rule 29 at least fourteen days before such day. An Extraordinary General Meeting of the Club may be summoned at any time by the General Committee, and shall be so summoned immediately upon any five members (each being entitled under rule 21 to vote), delivering to the General Committee a written request to that effect. A General Meeting shall be summoned by notifying the members in the manner prescribed in rule 29 at least fourteen days immediately before the day appointed for the meeting, but this period may be abridged in the discretion of the General Committee if the urgency of the business to be discussed in their opinion so requires. At any General Meeting of the Club every member of the Club shall be entitled to be present, and every ordinary or honorary member shall be entitled to one vote upon every question raised. In the case of equality of voting, the chairman of the meeting shall have a second or casting vote. The General Committee Member nominated for that purpose by the General Committee shall take minutes of the proceedings at all General Meetings of the Club. Any member who is entitled to vote at a general meeting of the Club may if he so desires appoint another such member to attend and to vote for him at such a meeting as his proxy. A proxy substantially in the form annexed to these rules, shall be provided by the General Committee Member nominated for that purpose by the General Committee on the request of any such member, and the completed proxy shall be returned to the General Committee Member nominated for that purpose by the General Committee not later than the day before the date appointed for the meeting in question. Guests

23. Members may introduce and entertain guests at events organised by the Club. The member introducing a guest shall be responsible for his guest observing these rules and the Club bylaws and shall not leave the event before his guest. No person whose membership of the Club has been terminated under rule 28, or is for the time being suspended under rule 26, or whose application for membership has at any time been rejected, shall be introduced as a guest. Bylaws

24. The General Committee may from time to time make, vary and revoke bylaws (not inconsistent with these rules) for the regulation of the internal affairs of the Club and the conduct of members, and the bylaws for the time being in force shall be binding on all members unless revoked or modified by the members in General Meeting. Conduct of members No betting or lottery shall be promoted by any member or officer on behalf of or in any way connected with the Club or with any entertainment or event held by or in connection with the Club without previous written authority of the General Committee. Gaming shall be permitted, so, however, as not to contravene any of the provisions of any statute for the time being in force. The General Committee may suspend the membership of any member whose conduct, whether on the Club premises or elsewhere, is or has been in the opinion of the Committee contrary to the interests of the Club or injurious to its reputation. This power shall only be exercised if not less than seven members are present, and a majority of two thirds concur. Immediately upon the suspension under rule 26 of the membership of any member, the General Committee shall cause an Extraordinary General Meeting of the Club to be summoned for a day not later than the twenty-first day following the suspension; and give notice to the suspended member at his address as last notified to the General Committee Member, nominated for that purpose by the General Committee, under rule 29 of his suspension, and inform him that if he so desires he may be present at the said Meeting. 28. At any such Meeting any allegations against the suspended member shall be related (in his presence if he attends) to the Meeting by a member of the General Committee, and the suspended member shall (if he desires) be heard in answer, a reasonable adjournment to enable him to prepare his answer being allowed him in the discretion of the Meeting. The decision of the Club at the said Meeting or at any adjourned Meeting whether to reinstate the suspended member or to terminate his membership shall be taken by vote, and shall be final and conclusive. Any member expelled by the General Committee, in accordance with these Rules, or otherwise ceasing to be a member of the Club, shall forfeit all right to or claim upon the Club or its property or funds. Notices

29. Each member shall keep the General Committee Member nominated for that purpose by the General Committee informed of that member's private address, or of some other address at which communications may be addressed for him. All notices and communications shall be posted by mail or electronic mail and it shall be the duty of the General Committee Member nominated for that purpose by the General Committee to ensure that any such notices are sent within any period required in that behalf by or under these rules. Alteration of rules

30. These rules may be revoked, added to or altered by a majority comprising two-thirds or more of the members present and entitled to vote at any General Meeting of the Club of which notice has been duly given under rule 19 or rule 20, specifying the intention to propose the revocation, addition or alteration, together with full particulars thereof. If fifteen members present at such meeting demand a poll of all members of the Club entitled to vote at any General Meeting of the Club upon any question (whether relating to the Rules or not) which shall have been submitted to the meeting, that question shall be decided by a majority of votes on voting papers. Such voting papers shall have been forwarded to every member of the Club entitled to vote at his last known address and such papers must have been returned within one month of the date of sending. The voting papers shall be examined and reported on by scrutineers to be appointed by the General Committee. Exclusion of liability 31. Neither the Club nor any officer thereof shall be liable to any member or guest of a member for any loss of or damage to any property occurring, from whatever cause, in or about the Club premises or in connection with any event or activity organised by the Club. Dissolution

32. If the number of ordinary members of the Club shall at any time fall below ten, or if at any time the Club shall pass in General Meeting by a majority comprising two-thirds or more of the members present and entitled to vote a resolution (in this rule called 'the first resolution') of its intention to dissolve, the General Committee, or failing them the Trustees, shall take immediate steps to convert into money all the property of the Club, with power however to postpone or delay the conversion of any particular property if the Club in General Meeting shall so authorise. Out of the proceeds of such conversion, the Trustees shall discharge all debts and liabilities of the Club, including the expenses of such conversion, any balance remaining in their hands shall be disposed of by them as the Club in General Meeting shall resolve; and thereupon the Club shall for all purposes be dissolved. Provided that if the Club shall not, within six months after the date of the first resolution, resolve upon the disposition of any such balance, the same shall be divided equally between all persons who were ordinary members of the Club at the date of the first resolution. A copy of the notice convening any General Meeting under this rule shall be sent by the General Committee Member nominated for that purpose by the General Committee by post to every member at his address last notified to the General Committee Member nominated for that purpose by the General Committee under rule 29 not less than fourteen days before the date appointed for the Meeting; but any accidental omission to send such copy or the non-receipt of the same shall not invalidate any proceedings or resolution. Rules and Bylaws

33. The Rules and any bylaws of the Club shall be made available to each member. Members shall be bound by the Rules and bylaws of the Club in force at any time.