Organisations and Leadership

Art.18 – The Association has the following structure:

- the General Assembly
- the Board
- the auditor

Art. 19 – The General Assembly represents the top authority of the association and includes the founding members and the associated members as described above.
The General Assembly is the leading body of the association, empowered to control permanently the Board and the auditor.
There are ordinary and extraordinary general assemblies.

 

Art. 20 – The ordinary general assembly is convened at least once a year, commonly at the end of the business year, in order to examine the balance sheet and approve the action plan for the coming time interval.
The ordinary General Assembly is convened by the Board, upon the request of 1/5 of the associated members or at the auditor’s request.
The members are called together by e-mail with an advance notice of at least 15 days; they are to be announced about the venue, date, hour and agenda of the meeting. Also, members are to be informed about the venue, date, hour of the second meeting in case of no quorum with the first meeting.
The voting right is given only to standing members, enrolled in the membership Roll, who have regularly paid their membership fee and have been with the association for at least 1 month.
No voting right is given to a member or his / her relatives showing personal interests (spouse, ancestors or descendants, collateral kinship or in-law relatives).
The member infringing the bylaw of the previous paragraph is responsible for the damage caused to the association if his / her hindrance prevents majority voting.
The regular members may be represented at the general assembly only by other associated members with a proxy.
The ordinary general assembly is statutory if half plus one (absolute majority) of the total members are present and if valid decisions are voted by half plus one of the present.
Decisions are taken by votes of 2/3 of the present for member exclusions.
Decisions requiring dissolution of the association or change of social status are  made with votes of 2/3 of the present and the absentee.
If changes of statute are to be included on the agenda, the full text of changes is to be available at the association venue, for whom it may concern.
If due to missing members valid decisions cannot be taken, a second ordinary general assembly is to be organised at the venue, date, hour announced previously; decisions may be taken with an absolute majority irrespective of the number of the present.
The general assembly is chaired by the president, or, in the absence of the president, by the vice-president.
Direct voting is used in the general assembly. Secret voting is obligatory for the election of Board members or the auditor, as well as for their removal.
The decisions of the General Assembly within the legal and statutory frame are compulsory for the absentee or for ‘against’ voting members.
A Commission for vote counting is elected at the general assembly.
Invited natural or legal persons may take part in the general assembly on condition of Board approval.
The minutes of the meeting, signed by the president and the secretary, assess the calling formalities, the date and venue of the assembly, the number of the present, the summary of debates, the decisions made, as well as specific statements upon request.
The minutes enclose the calling documents as well as the list of the present.
Goals of the ordinary General Assembly

a) to establish the strategy and general objectives of the association;
b) to approve the budget of income and expenditures and the accounting sheet;
c) to approve or modify , if necessary the legal registration act and the statute;
d) to elect and withdraw the Board members;
e) to elect and withdraw the auditor or, if necessary, the auditors commission;
f) to decide on establishing new branches, their operation and their relation with the headquarter;
g) to decide on the 
h) to decide on the association’s assets in case of dissolution and liquidation;
i) to decide on the association’s dissolution and liquidation;
j) to engage in any action meant to accomplish the goals and objectives of the association.

The ordinary general assembly may delegate part of its competence to the Board.

 

Art.22 – The extraordinary general assembly is convened whenever urgent decisions are to be made by the Board or at least 1/5 of the association members.
The extraordinary general assembly is convened by the Board or upon request of 1/5 of the association members, via e-mail, at least 5 days before the meeting, by specifying the venue, date, hour and the agenda.
The extraordinary general assembly can tackle any problem to be discussed in an ordinary general assembly and can deal with any other decisions regarding the association activity.
The voting right is given only to standing members registered in the association Roll, who have paid regularly their due membership fee and have been with the association for at least 1 month.
No voting right goes to a member and his / her relatives (spouse, ancestors and descendants, collateral kinship or in-law relatives) showing personal interests.
The member infringing the provisions of the previous paragraph is responsible for the damage caused to the association if his/her hindrance prevents majority voting.
The regular members may be represented at the extraordinary general assembly only by other associated members with a proxy.
The decisions of the extraordinary general assembly can be legally made with 2/3 of the members present, with a majority vote representing half plus one of the present.
If due to the absentee valid decisions may not be taken, a second extraordinary general assembly is to be organised at the venue, date, hour announced previously; decisions can be made irrespective of the number of the present.
The minutes of the meeting, signed by the president and the secretary, assess the calling formalities, the date and venue of the assembly, the number of the present, the summary of debates, the decisions made, as well as specific statements upon request.
The minutes enclose the calling documents as well as the list of the present.

 

Art. 23 – The General Assembly may draw its own set of Bylaws, in order to further the progress of the association and protect its members’ rights and obligations.

 

Art. 24 – The Board. Prerogatives of the Board
The Board is the executive entity in charge of managing the activity of the association.
The Board has 8 members – one president, three vice-presidents, one secretary, one cashier and regular members.
Vacancies in the Board can be filled in by appropriate members of the association if confirmed by the first general assembly.
The president of the Board is entitled to represent the Association vis-à-vis third parties – natural or legal persons, from the country and / or from abroad.
The Board manages day-to-day matters and represents the association in all its official documents, complying with the statute and the decisions of the General Assembly.
At least half of the Board members have to attend a statutory meeting; decisions are made with votes of at least half plus one of the present.
The Board meetings take place whenever necessary, at the president’s call.
The calling documents include the venue and the agenda.
In case of extraordinary Board meetings, the Board members are to be announced about the agenda at least 24 hours before the meeting date.
The Board meetings are chaired by the president, or, in the absence of the president, by a vice-president.
The Board may invite to its meetings the association auditor, legal advisers or other specialists.
The agenda of each meeting will be decided during the previous meeting.
The minutes of each meeting will include the debates order, the decisions made, the number of votes, as well as individual opinions. The minutes will be written by the secretary and signed by all the present.

 

Art.25 – The election of the Board members or changes in the Board occur in an ordinary or extraordinary General Assembly; 2/3 of the association members have to attend such a meeting. Decisions are made with the votes of half plus one of the present.
In case of several proposals, the Board will include the persons resulting from the decreasing number of votes given to each.
Secret vote is compulsory for electing or withdrawing the Board members.

 

Art. 26 – Prerogatives of the Board

a) to deliver the activity report in front of the general assembly, the execution of the budget of income and expenditures, the accounting sheet, the project of the income and expenditures budget and the action plan project;
b) to draw legal documents on behalf of and in favour of the association;
c) to approve the organigram and personnel strategy of the association;
d) to ensure the efficient management of the association activities between the general assemblies and produce all the necessary management documents;
e) to establish the association’s strategy and the means of accomplishing its goals and objectives;
f) to establish the responsibilities and competences of the president and the vice-president;
g) to approve the in-house Bylaws of the association;
h) to forward proposals of changing the association statute to be further approved by the General Assembly;
i) to accomplish the decisions made by the General Assembly;
j) to decide on deals with third parties involving the association in patrimony relations whose value does not exceed 150,000 lei; these limits may be updated by the General Assembly whenever necessary.
k) to use all the association’s rights and obligations as an associate in commercial enterprises, and inform the General Assembly thereupon annually;
l) to approve joint activities with other non-profit associations in order to develop projects;
m) to decide on the association’s change of location;
n) to fulfil the prerogatives attributed by the General Assembly;
o) to accomplish any other tasks and requirements established by the General Assembly.

Art. 27 – Other prerogatives:

- to recruit the association’s staff;
- to establish the rights, duties and responsibilities of the association’s staff;
- to train, guide and control the staff;
- to approve income and expense operations according to given competences;
- to approve the purchase and sale of assets according to given competences;
- to approve contracts of any nature aimed at accomplishing the goals and objectives of the association, as well as to decide on executing, modifying and cancelling contracts, as advised by the legal adviser;
- to solve any day-to-day activity except for those directed to the General Assembly.

The members of the Board are fully responsible for any damage caused by them, vis-à-vis third parties, the association or its members.

 

Art. 28 – Prerogatives of the Board president

The Board president accomplishes the decisions of the Board and keeps it fully informed as to the Board accomplishments. The Board president has the following tasks:

- to currently manage the activities of the association;
- to perform all actions necessary to accomplish the goals and objectives of the association; these actions are limited only by the exclusive obligations of general assemblies as established by law, or, by the present statute;
- to represent the association in its relations to public authorities or third parties – natural or legal persons from Romania and / or abroad;
- to sign banking documents, economic or other documents in representing the association;
- to manage the association funds, necessary to develop all activities, including the management and co-ordination of the association’s administrative staff;
- to chair the general assemblies;
- to accomplish any other prerogative prescribed by the Board.

 

Art. 29 – Prerogatives of the Board vice-presidents
The Board vice-presidents replace the president, in his absence, as follows:
- represent the association together with the association president;
- take over all the rights and obligations of the Board president.

 

Art. 30 – The members of the Board are in office for a 4-year term; at the end of 4 years, they may be re-elected for an additional 4-year term.

 

Art.31 – The status of Board member terminates under the following circumstances:

a) upon death – the deceased member is replaced by the person next in order until the following general assembly; if there is no such person, another member of the association is elected provisionally (preferably a founding member) until the next general assembly, whose obligation is to complete the Board.
b) upon withdrawal – based on a written notice of departure addressed to the Board at least 3 months before withdrawal;
c) upon expulsion – decided by the General Assembly, at the proposal of any other Board member or at the proposal of 1/5 of the association members.

Expulsion occurs under the following circumstances:
- gross and repetitive breaching of the statute or Bylaws;
- blaming of the association activities;
- infringement of the law.

Instead, another Board member shall be elected immediately.

 

Art. 32 – An auditor is in charge of the internal financial audit of the association.
The auditor is elected for a four-year term and may be re-elected. After the mandate, the auditor will stay in position until a new auditor is elected.
The auditor position is not compatible to any other position in the Board. The auditor’s authority is subordinated only to the general assembly.
According to law, if the number of members exceeds 100, the internal financial audit is performed by a commission of 3 auditors; at least one of these must be a certified accountant or an expert accountant.

 

Art.33 – Prerogatives of the auditor / auditors commission

The auditor has the following tasks:

a) to check the management of the association patrimony;
b) to submit reports and deliver them at the general assembly;
c) to take part in the Board meetings with no voting right;
d) to fulfil any other prerogatives stated by law or by the general assembly.

The duration and effects of the auditor’s responsibilities are determined by the mandate rules.
The conclusions of the audit are submitted as notes to the Board, every three months or whenever necessary, and, as a report, to the general assembly, with no voting right ex officio.
During the mandate, the auditor is forbidden to inform the individual members or third parties on any data related to the Association’s actions.
The exclusion of the auditor is possible only in the General Assembly, by voting as extraordinary general assemblies request.

 

Art. 34 – The Association may recruit appropriate staff in order to accomplish its goals and objectives. Staff may be recruited by contract or by convention, as a paid job.
Voluntary unpaid work is accepted for some activities.