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GENERAL PROVISIONS MEMBERSHIP MANAGEMENT SUPERVISION OTHER PROVISIONS


Membership


7. Members
7.1 Membership in the Council shall be open to businesspersons, professionals and other persons professionally engaged in business who share the objectives of the Council and wish to participate in its activities.
7.2 Members of the Council may be either physical or legal persons.
7.3 The Council shall have Principal, Associate and Honorary Members.

8. Principal Members
8.1 A Principal Member of the Council shall be:
  a. any legal person, society or association, organized and existing under the laws of a country other than Romania, or any professional licensed under the laws of a country other than Romania (each a "Foreign Person"), if such Foreign Person has an established location of economic activity, branch or representation in Romania, and has significant capital or other interests in Romania;
  b. companies organized and existing according to Romanian law in which one or more Foreign Persons control more than 20% of the capital, and in particular cases, by decision of the Board of Directors, with another percentage of the capital.
8.2 Each Principal Member shall have one vote in the General Assembly of the Council.

9. Associate Members
9.1 Foreign Persons which do not meet the criteria for Principal Members, but which are resident in Romania and engage in international trade in goods or services and which sympathize with the purposes of the Council may be accepted as Associate Members.
9.2 Associate Members shall not have a vote in the General Assembly of the Council. Unless decided otherwise by the General Assembly of the Council, Associate Members shall have the right to participate in the discussion, to advance proposals and to raise issues for discussion. Associate Members may avail themselves of the activities of the Council on an equal basis with Principal Members.

10. Honorary Members
10.1 Natural persons who are public figures, businessmen, scholars, diplomats or politicians of Romania or other countries who could contribute to the development of international economic cooperation and sympathize with the objectives of the Council may be elected as Honorary Members.
10.2 Honorary Members shall not pay membership fees. They shall not have a vote in the General Assembly of the Council but may participate under the provisions valid for Associate Members.

11. Admitting Members
11.1 New members of the Council shall be admitted by the Board of Directors.
11.2 A candidate for membership shall be provided with a copy of this Statute and other constituent documents of the Council.
11.3 A candidate for membership shall submit a written application to the Board of Directors containing a statement that the candidate is familiar with and accepts the Statute and other constituent documents of the Council and desires to be admitted as a member of the relevant category.
11.4 The membership application shall be accompanied by a letter of recommendation from two (2) or more Principal Members of the Council. Upon receipt of the application and prior to the first meeting of the Board of Directors that shall consider the application (which shall not be earlier than fourteen (14) calendar days after receipt of the application), a member of the Board of Directors and the Executive Director shall use their best efforts to interview the most senior manager of the applicant at its headquarters.
11.5 The Board of Directors shall issue a resolution not later than immediately after the second session of the Board of Directors' meeting considering the application. The decision of the Board of Directors whether or not to admit a member shall be final and not subject to appeal. A rejected applicant may submit its application for reconsideration not less than twelve (12) months after rejection.
11.6 Should a candidate for Principal Member fail to qualify for that category, but conform to the requirements for an Associate Member, the Board of Directors may offer the opportunity for admission as an Associate Member.
11.7 Honorary Members shall be invited for membership upon proposal by the Board of Directors sent to the candidate in question. Honorary Members may not deposit applications. The Honorary Member shall state in writing his/her acceptance of the Board of Directors' membership offer.

12. Rights of Members
12.1 The Principal Members shall have the right to:
  a. vote in the General Assembly of the Council;
  b. elect and be elected to the executive bodies of the Council;
  c. be informed of the activities of the Council and of its accounts;
  d. be eligible for services provided by the Council;
  e. exercise other rights in accordance with this Statute and the decisions of the General Assembly of the Council.
12.2 The Associate and Honorary Members of the Council shall enjoy the rights conferred by Article 12.1 herein, except those rights under items 12.1.a and 12.1.b.

13. Duties of Members
The members of the Council shall:
  a. pay admission and membership fees established by the General Assembly of the Council according to this Statute;
  b. pay any additional or special fees approved by the General Assembly of the Council or consented to by their own will;
  c. preserve the good name of the Council, promote its aims and activities and assist it insofar as they are able;
  d. protect their good name in business, observe the law and generally accepted rules of ethical business conduct.

14. Dismissal
14.1 A member of the Council that violates the regulations of the Statute or a binding decision of the General Assembly of the Council may be dismissed by an absolute majority of three quarters of the votes of the General Assembly of the Council, the vote being taken at a special meeting called for this purpose according to this Statute.
14.2 The President of the Board of Directors shall send a notice at least 7 days in advance to anyone proposed for dismissal which shall present the grounds for dismissal. The member whose dismissal has been proposed shall have the right to appear at the special meeting of the General Assembly of the Council and to make an oral or written statement. The member shall not be present at the vote. Voting shall be by secret ballot.
14.3 The dismissal may be revoked by a majority of at least three quarters of the Principal Members present at the General Assembly. The assembly may make this revocation subject to certain conditions.
14.5 Dismissed persons shall remain liable for any membership fees and other contributions under this Statute in full for the year during which the expulsion has occurred and shall not be eligible for a refund for such fees already paid.

15. Grounds for Dismissal
15.1 A member of the Council may be dismissed for gross and systematic violations of the Statute, or for conduct incompatible with the good name of the Council.
15.2 More specifically, a member of the Council may be dismissed if:
  a. after a request from the Board of Directors the member has failed to pay its entrance or membership fee, and such fee is more than sixty (60) days overdue;
  b. the member has not fulfilled other important commitments taken voluntarily or by vote, and would thus have threatened the good name of the Council or significantly obstructed its activities;
  c. the member's conduct of business has discredited him as a respectable businessman or professional;
  d. the member has disclosed false information discrediting the Council or has disclosed information conferred upon him confidentially by the Council;
  e. the member has used membership in the Council for profit;
  f. the member has openly engaged the name of the Council in favor of any political power;
  g. the member has committed other acts of conduct which could be reasonably assessed as incompatible with the principles of a respectable community of businessmen and professionals.

16. Participation of Members
16.1 A member of the Council who is a natural person shall participate in its work in person.
16.2 Members of the Council that are legal persons shall be represented in the Council by their most senior manager resident in Romania, unless another person is given a written mandate by the foreign parent company and the Board approves the appointment of that person.
16.3 Members of the Council wishing to replace their representatives, shall notify the Council in writing.
16.4 The Council shall keep a list of the representatives of its members which shall indicate those with voting powers.
16.5 The Board of Directors may adopt requirements as to the form of the statement concerning the appointment or withdrawal of a Member's representative. These statements shall be deposited with the Council's Permanent Secretariat not less than fourteen (14) calendar days prior to the meeting of the Board of Directors considering the application; otherwise the application shall be considered at the following meeting.

17. Registration and Resignation of Members
17.1 The Council shall keep a register of its members which shall be made available to interested parties. The register shall be public. Interested persons may obtain information according to a procedure set by the Board of Directors.
17.2 Members of the Council shall be obliged to give information for completion of the register and to update information about their status, title, headquarters, address, object of activity, and other information required by the Board of Directors. They shall present to the register the necessary official documents pertaining to their national registration.
17.3 Members may resign from the Council by presenting a letter of resignation to the Council's Permanent Secretariat. Termination of membership shall occur at the time the letter is received. The membership fee and any other contributions shall be payable in full for the year during which termination of membership has occurred. Such contributions shall not be refunded. Former members may not lay claim to any of the property of the Council.


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