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GENERAL PROVISIONS MEMBERSHIP MANAGEMENT SUPERVISION OTHER PROVISIONS


Management

A. GENERAL PROVISIONS

18. Bodies of the Council
18.1 The bodies of the Council shall be the General Assembly of the Council, the Board of Directors, the Auditor(s) and the Permanent Secretariat.
18.2 Standing Committees and Ad Hoc Committees may be established by decision of the Board of Directors.

19. Term of Office
19.1 The mandate for each member of the Board of Directors elected by the General Assembly of the Council shall be one (1) year, unless a shorter term is provided for by special decision of the General Assembly, and shall start on the first day of the month succeeding the month of the election. A member of the Board of Directors shall fulfill his/her responsibilities until a new member is elected and the subsequent mandate begins.
19.2 Members of the Board of Directors whose mandate has expired shall be eligible for re-election.

20. Nominations
20.1 Nominations for election to the Board of Directors may be made by Principal Members of the Council. Any person whose Board membership has been rescinded for cause pursuant to the rules and regulations of the Council shall be disqualified to stand as a candidate.
20.2 Nominations shall be made in writing and signed by the proposing Principal Member and a second Principal Member. The written nominations shall be submitted to the Council's Permanent Secretariat not less than twenty-one (21) calendar days prior the day of the election.
20.2 Nominations shall be accompanied by a signed statement of the candidate stipulating that: (a) after discussions with his/her managers, if elected, he/she shall be able to fulfill his/her mandate by being resident in Romania during the next one (1) year period, and (b) he/she agrees to take up the post if elected.

21. Election
Members of the Board of Directors shall be elected by the General Assembly of the Council by secret written ballot conducted in such a manner to assure that all members of the Board are elected by a majority of the Principal Members of the Council attending the General Assembly and entitled to vote. Successive rounds of election may be required. Upon completion, the person or service agent conducting the election process shall announce those persons elected to the Board without disclosing the number of votes obtained by each person.

22. Vacancies
22.1 If an official should leave his/her post or if a post should remain vacant because of illness of the official or for some other reason, the vacancy shall be filled until the end of the mandate by persons elected by the Board of Directors.
22.2 The Board of Directors shall elect a substitute in accordance with the procedure stipulated in Clause 32.4.
22.3 The General Assembly of the Council may revoke the substitute elected by the Board of Directors and elect another person as provided under Article 21.


B. GENERAL ASSEMBLY OF THE COUNCIL

23. Composition of the General Assembly
23.1 The General Assembly of the Council shall consist of all Principal Members of the Council. It shall be convened at a regular session at least once a year.
23.1 The Associate and Honorary Members of the Council may take part in the sessions of the General Assembly without voting rights. They may participate in discussions, put forward proposals and raise issues for discussion.
23.1 By decision of the Board of Directors, a General Assembly may be convened without Associate and Honorary Members of the Council, should circumstances demand it.

24. Convening the General Assembly
24.1 The General Assembly of the Council shall be convened by a decision of the Board of Directors or at the request of at least one-tenth (1/10) of the Principal Members of the Council. In the latter case, if the Board of Directors fails to convene the General Assembly within two weeks, it may be convened by the district judge at the request of the Principal Members who have made the request.
24.2 The General Assembly shall be convened by written call given to each member by email, letter or fax not less than fourteen (14) calendar days prior to the day of the meeting. An announcement of the meeting shall be displayed at the principal office of the Council and placed at the disposal of all members not less than fourteen (14) calendar days prior to the day of the meeting.
24.3 The invitation to the meeting of the General Assembly shall state the day, hour, place and agenda of the meeting and include any written documents prepared for the session.
24.4 The General Assembly of the Council shall not take decisions on matters not included in the agenda. The issues laid down in the provisions of Article 26 herein shall be considered as the agenda of the regular annual General Assembly, and it shall not be necessary to place them on the agenda described in the meeting notice.
24.5 An extraordinary session of the General Assembly may be called by advance notice of at least forty-eight (48 )hours, provided all Principal Members are notified and none of them disagrees with the call to meeting.

25. Powers of the General Assembly
25.1 The General Assembly shall:
  a. amend or supplement this Statute and, if necessary, decide to terminate the Council;
  b. exercise a right of veto on decisions of the Board of Directors rejecting candidates for membership or dismissing existing members of the Council;
  c. approve the budget and the annual business plan for execution and release the members of the Board of Directors of responsibility;
  d. approve the annual report on the Council's activities;
  e. determine the number of the members of the Board of Directors, which shall be odd in number and not be less than nine (9) nor more than fifteen (15), and shall elect and dismiss them;
  f. determine the number of the Auditor(s) and elect and dismiss them;
  g. define the general direction, approve long-term and short-term plans, programs and specific targets for the activities of the Council on proposal of the Board of Directors;
  h. establish and modify from time to time admission and membership fees of Principal and Associate Members;
  i. decide on other issues.
25.2 The Decisions of the General Assembly pertaining to Articles 25.1.a, 25.1.b and 25.1.c herein, and in any other case which requires a qualified majority under the law, shall be validly taken if approved by not less than two-thirds (2/3) majority of the Principal Members. Decisions on other issues shall be validly taken if approved by a simple majority of the Principal Members present at the meeting.

26. Regular Annual General Assembly
26.1 The regular annual General Assembly of the Council shall be held once each year during the month of March or April.
26.2 The regular Annual General Assembly shall:
  a. discuss and evaluate the Annual Report of the Board of Directors;
  b. discuss and evaluate the Annual Financial Statement;
  c. elect and dismiss the Auditor(s) and determine their remuneration;
  d. elect other officials who by this Statute should be elected by the General Assembly;
  e. decide on other issues included on the agenda.

27. Quorum
27.1 The General Assembly of the Council may take decisions if it is properly convened and at least a half of the Principal Members of the Council are present.
27.2 If there is no quorum on the hour announced as the starting time of the General Assembly, the sitting shall be adjourned for one hour, after which it shall be considered legitimate irrespective of the number of Principal Members present.

28. Chair of the General Assembly
28.1 The President of the Board of Directors shall be the Chairman of the General Assembly of the Council. He shall organize its agenda and ensure the legitimacy of the proceedings.
28.2 The President of the Board of Directors shall preside at all sessions. In cases where he is unavoidably prevented from doing so, he shall appoint in writing one of the Vice Presidents or, if none are available, another member of the Board of Directors in his/her stead.
28.3 The President of the Board of Directors may appoint one or more members of the Board of Directors as Deputy Chairman of the Assembly and may assign to them in succession the then current chair of the session.
28.4 The President of the Board of Directors shall appoint two secretaries of the session. The secretaries shall be responsible for making a precise record in the minutes of statements, declarations, motions, voting results and the decisions taken. In addition to notes, a tape recording may be used.

29. Voting Rights
29.1 Each Principal Member shall have one vote. If the Member's most senior manager resident in Romania cannot attend the General Assembly, then that Member may nominate by written mandate another employee of that Member to attend and vote. For the avoidance of any doubt, mandates may not be given to representatives or employees of other Members.
29.2 The right to vote may not be exercised by any Principal Member who has unsettled debts to the Council, such as unpaid membership fees. The President of the Board of Directors shall control the observance of this rule and shall present a written notice to the Member in default not less than twenty-eight (28) calendar days prior to the General Assembly of the Council or the date of a written circular resolution in lieu of a meeting.
29.3 The President of the Board of Directors shall have the deciding vote in the General Assembly of the Council in case of equal division of votes.


C. BOARD OF DIRECTORS

30. Composition of the Board of Directors
30.1 The members of the Board of Directors are listed in Appendix B attached.
30.2 The Board of Directors shall elect a President and two (2) Vice Presidents from within its members by secret written ballot conducted in such a manner to assure that all officers are elected by a majority of the total members of the Board. The Board may elect any other office holders as it deems fit from within its members.
30.3 The Board of Directors shall appoint an Executive Director.

31. Sessions of the Board of Directors
31.1 The Board of Directors shall be convened at regular sessions at least once a month.
31.2 An extraordinary session of the Board of Directors may be convened at the request of any member of the Board of Directors.
31.3 If the date, time and place of the next meeting of the Board of Directors were not decided at the previous meeting, then the Permanent Secretariat shall convene the next meeting by email, letter or fax sent to each of the members not less than seven (7) calendar days prior to the meeting. The Board of Directors may be convened by telephone for urgent matters.
31.4 Sittings of the Board of Directors shall be considered legitimate if all members are invited and if at least half of them are present.

32. Powers of the Board of Directors
32.1 The Board of Directors shall manage and regulate the activities of the Council in accordance with its objectives and shall authorize persons to sign on behalf of the Council in accordance with the Statute and the decisions of the General Assembly of the Council.
32.2 The Board of Directors shall:
  a. approve organizational rules and regulations for its work;
  b. secure adherence to the Statute and implementation of the decisions;
  c. take decisions to open or close down branch offices; to constitute, take part in and terminate activities in companies and other organizations for the purpose of promoting the aims of the Council;
  d. manage the current affairs of the Council, approve programs, development plans and special tasks and decide on the organization and participation of the Council in important public events in accordance with its objectives;
  e. manage the assets of the Council;
  f. approve the draft annual budget of the Council and report on its implementation before the General Assembly of the Council, submit proposals for partial amendments to the budget including new expenditure items if new sources of financing have been found after the approval of the budget;
  g. approve and put forward the Annual Report on the activities of the Council for consideration and final approval by the General Assembly of the Council, which shall include a report of each committee, the Auditor(s), the Executive Director of the Permanent Secretariat and reports of other activities as may be requested by the General Assembly;
  h. adopt a management structure, approve regulations of accountancy, salaries and other internal regulations of the Council, propose the establishment or modification of admission and membership fees, take decisions on the formation of funds and determine the manner in which they are collected and disbursed;
  i. decide on the membership of the Council in other Romanian or foreign not-for-profit organizations;
  j. take decisions on the use of the property of the Council with a view to its protection and increase;
  k. approve prices of services, publications and information provided by the Council;
  l. approve the basic principles of the structure and operation of the standing and ad-hoc commissions of the Council;
  m. take decisions on other issues envisaged in this Statute.
32.3 Unless Clause 32.4 applies, decisions of the Board of Directors shall be validly taken by a simple majority of those present at a duly convened meeting.
32.4 At the request of 1/3rd or more of the members of the Board of Directors, the Board of Directors may take decisions by written resolution in lieu of a meeting by a having circular minute signed by its members. A decision shall be validly taken by the affirmative signatures of a simple majority of the total membership in the Board. When voting, members may not abstain from exercising their voting obligation without a grounded reason; subject to dismissal from the Board for doing so if a tie vote results.

33. President of the Board of Directors
33.1 The President of the Board of Directors shall provide general leadership of the Council. He shall organize the activities of the Council and shall perform his/her duties as described in this Statute or assigned to him by the General Assembly of the Council or the Board of Directors. The President shall represent the Council on property issues, and in its relations with Romanian and foreign organizations and institutions.
33.2 The President shall appoint and dismiss the chairmen of all standing and ad-hoc committees except in the cases when this is conferred to the Board of Directors. He shall be a member of all permanent and ad-hoc committees ex officio unless the Board of Directors has decided otherwise.
33.3 The Board of Directors may delegate one or more persons to sign all official documents of the Council either on a case-by-case basis or by written mandate with limits of authority.

34. The Vice-President
The Vice-Presidents shall exercise their rights and duties of the President of the Council in the Presidents absence, and shall have any other rights and responsibilities conferred to them by the President

34. The Vice-President
The Vice-Presidents shall exercise their rights and duties of the President of the Council in the Presidents absence, and shall have any other rights and responsibilities conferred to them by the President

35. Signature Rights
The Board of Directors may delegate the authority to debit accounts and sign checks, bills of exchange and orders for the Council.

36. Executive Director
36.1 The Board of Directors shall appoint an Executive Director who shall be an employee of the Council, responsible for organizing the day-to-day work of the employees of the Council, its commissions, records and administrative bodies.
36.2 The limits of authority, rights and obligations of the Executive Director and other employees of the Permanent Secretariat staff shall be set by the Board of Directors as it deems necessary.


E. MINUTES

37. Minutes
37.1 Minutes shall be recorded for the sessions of the General Assembly of the Council and the Board of Directors, wherein statements, declarations, motions, voting results and decisions taken shall be recorded. The minutes shall be signed by the Chairman and by the secretaries of the respective body.
37.2 The minutes shall be bound into books of records in chronological order. The records shall be kept at least 25 (twenty five) years if the law does not provide for a longer period. They shall be destroyed after the expiry period of preservation only after an express decision has been taken by the General Assembly of the Council.
37.3 The Principal Members of the Council and the members of the Board of Directors shall have the right of free access to the minutes books. They may ask for copies and extracts of the records at their own expense.


E. FINANCES

38. Payments to the Council
Members of the Council with the exception of Honorary Members shall pay an admission fee and annual membership fee. They shall pay additional charges only if such charges have been approved by the General Assembly of the Council.

39. Determination of Fees
38.1 The entrance fee and the annual membership fee are listed in Appendix C attached, and may be amended and supplemented by decision of the General Assembly of the Council.
38.2 Nonresident persons shall pay such fees in Euro (EUR).
38.3 Romanian persons shall pay such fees in Romanian Lei (ROL) as directed in the invoice.

40. Admission Fee
New members of the Council shall pay an admission fee within thirty (30) days of the day of their admission. Honorary Members shall pay no entrance fee.

41. Membership Fee
41.1 Members of the Council shall pay an annual membership fee not later than January 31st of the year for which the fee is intended.
41.2 New members shall pay the membership fee for the year of their admission in proportion to the fraction of the year remaining.

42. Accounting
42.1 The Council shall keep accounts as provided by law. The Board of Directors shall organize and shall be responsible for keeping documentation concerning:
  a. all cash funds received or spent by the Council and all transactions resulting in receipts and expenditures;
  b. all sales and purchases made by the Council;
  c. the assets and the liabilities of the Council;
  d. funds consigned for management and supervision by the Council.
42.2 The accounting documentation shall be kept in a manner and at places recognized as suitable by the Board of Directors and shall be accessible for examination by members of the Board of Directors, and the appointed auditors.
42.3 The Board of Directors shall from time to time decide when, where and under what circumstances the accounting and other documentation and books of the Council shall be opened to the general membership of the Council. No one shall have the right to inspect accounts, documents and books of the Council except in the cases envisaged in this Statute, by decision of the Board of Directors or the General Assembly of the Council.

43. Financial Statements
43.1 The Board of Directors shall present an accurate annual statement of accounts at each regular annual General Assembly, which shall include a balance of accounts and a report on the revenues and expenses for the period since the last preceding report.
43.2 The financial statements shall be accompanied by a report of the Auditor(s), drawn up according to the requirements of this Statute, the decisions of the General Assembly of the Council and the laws of Romania.
43.3 The financial statements shall be sent to each Principal Member of the Council not less than fourteen (14) calendar days prior to the regular annual General Assembly.

44. Account of Funds
Funds of the Council taken in for management or supervision by the Council shall be kept separate from the other property of the Council and used according to the will of the persons having consigned such funds.

45. Remuneration of Elected Officers
An elected officer of the Council may not receive remuneration for the occupied post nor be a paid employee of the Council nor be a paid employee or stockholder of any of its fee-collecting suppliers.

46. Payments to Members of the Council
46.1 No member of the Council shall receive any remuneration or can benefit from the Council except:
  a. interest, the amount having been declared beforehand, on funds loaned to the Council;
  b. payment for a service or a supply received by the Council on reasonable terms.
46.2 The provisions of Articles 45 and 46 shall not affect the remuneration of any employee of the Council.

47. Termination and Liquidation
If, upon termination of the Council, after compensation to all creditors, there should remain any property, neither such property nor its counter value shall be distributed among the members of the Council. Such property shall be turned over to a not-for-profit organization with similar purposes.


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