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Code of conduct. Principles for responsible lending

 

THE STATUTE

 

OF THE ASSOCIATION OF FINANCIAL COMPANIES IN ROMANIA

 

TABLE OF CONTENTS  

Preamble  

 

SECTION I - GENERAL PROVISIONS  

1.       Legal background
2.      Name of the Association
3.      Head-office of the Association
4.      Purpose and principles of the Association
5.      Objectives of the Association
6.      Assets of the Association
7.      Activities performed by the Association  

 

SECTION II – MEMBERS OF THE ASSOCIATION
 

8.      Members of the Association
9.      Candidates
10.   Affiliate Members of the Association
11.    Principal Members of the Association
12.   Honorary members of the Association
13.   How to become a member of the Association
14.   Representation of the Associates
15.   Rights of the Association members
16.   Obligations of the Association members
17.   Withdrawal of the Association members
18.   Registration of the Association members
19.   Industries covered by Association members
20.  Partners of the Association

 

SECTION III – MANAGEMENT OF THE ASSOCIATION  

21.   Bodies of the Association
22.  Structure of the General Meeting of the Association
23.  Convening the General Meeting
24.  Quorum of the General Meeting
25.  Responsibilities of the General Meeting
26.  President of the General Meeting
27.  The right to vote in the General Meeting
28. 
Structure of the Board of Directors of the Association
29.  Appointing the Board of Directors
30.  Duration of the term in office
31.   Meetings of the Board of Directors
32.  Vacancies in the Board of Directors
33. 
Responsibilities of the Board of Directors
34. 
President of the Board of Directors
35. 
Vice-president of the Board of Directors
36.  Delegation of authority
37.  General provisions
38.  Structure of the Leasing Industry Council
39. 
Structure of the Consumer Credit Industry Council
40.  Structure of the Factoring Industry Council
41.   Structure of the Mortgage Credit Industry Council
42. 
Appointment of members of the Industry Councils
43.  Meetings of the Industry Councils
44.  Vacancies in the Industry Councils
45.  Responsibilities of Industry Councils
46.  Specialty Committees
47.  General provisions
48. 
The Conformity and Discipline Committee
49.  The Marketing and PR Committee
50.  General provisions
51.   Appointment of the statutory auditor
52.  Obligations and responsibilities of the Statutory Auditor    

SECTION IV - PENALTIES

53.  Suspension of the Association members
54.  Dismissal of Members 55.  Other penalties  

SECTION V – ADMINISTRATIVE PROVISIONS

56.  Secretary General of the Association
57.  Legal registers
58.  Minutes and decisions
59.  Language
60.  Payments to the Association
61.   Accounting
62.  Financial reports
63.  Dissolution and liquidation
64.  Internal regulations
65.  Insufficient dispositions
66.  Amendment of the Statute

 

 


 

SECTION I   GENERAL PROVISIONS

 

The Statute of the Association of Financial Companies in Romania – ALB (hereinafter referred to as the “Association”) has been adopted in order to support the incorporation of the Association during the Constitutive Meeting that was held on the authentication date, in Bucharest, Romania, by the following association (hereinafter referred to as the “Associates” or „Members”):  

1)             Alpha Leasing Romania IFN S.A., a Romanian legal person, having its registered headquarters at 14-18, Calea Buzesti St., District 1, Bucharest, duly registered with the Trade Register under No. J40/1068/1998, duly represented by Mr. Anargyros Gogos;  

2)             BRD Sogelease IFN SA., a Romanian legal person, having its registered headquarters at 1-7, Ion Mihalache Blvd., 12th floor, District 1, Bucharest, duly registered with the Trade Register under No. J40/6764/2001, taxpayer ID [---], duly represented by [---], in his capacity as [---];  

3)             Credit Europe Leasing IFN SA, a Romanian legal person, having its registered headquarters in Bucharest at 26 Z, Timisoara Blvd., ANCHOR PLAZA, Building A, 7th floor; District 6, registered with the Trade Register under No. J40/3772/1998, duly represented by Mr. Kerem Sekizyarali;  

4)             UniCredit Leasing Corporation IFN S.A., a Romanian legal person, having its registered headquarters at 25, Nicolae Caramfil St., District 1, Bucharest, duly registered with the Registry of Companies under No. J40/18215/1994, taxpayer ID [---], duly represented by [---], in his capacity as [---].  

Whereas the Associates are commercial companies, Romanian legal persons, that do business in the field of the financial services and financial and operational leasing services, on the Romanian market,  

whereas the Associates want to provide their clients with >services at the highest quality standards and share the same objective and purposes in relationship to the development of the market of financial services and operational leasing, as well as to implementing alternative financing solutions and to protecting the best interests of all stakeholders,  

consequently, the Associates decided to create this Association, in accordance with the provisions of Government Ordinance No. 26 of 30 January 2000 governing associations and foundations, as subsequently amended and complemented, and for that matter the Associates have entered into this Statutes governing the business of the Association (hereinafter referred to as the „Statute”), that contains provisions regarding the way in which the Association should be organised and work.  

1.             Legal background  

1.1         This Association is a non-governmental, non-profit and apolitical organisation,that is created for an indefinite amount of time, in accordance with the Romanian legislation.  

1.2            This Association is a legal not-for-profit entity, which is independent from its own members. The accountability of the Association for its own obligations is limited to the related value of the Association’s property.  

1.3         The members of the Association are not accountable for the liabilities or responsibilities of the Association.  

2.             Name of the Association  

2.1         The name of the Association is “Asociatia Societatilor Financiare din Romania” (the Association of the Financial Companies in Romania), according to the name reservation certificate No. 66063 of 06 October 2008, issued by the Ministry of Justice.  

2.2         The name of the Association, the logo, the address of the main headquarters, the telephone and fax numbers, the email address and the webpage address shall be specified on all documents that the Association shall issue.  

3.             Headquarters of the Association  

The headquarters of the Association is in Bucharest, at 15, Constantin Aricescu St., 2nd floor, District 1.  

4.                  Purpose and principles of the Association  

The purpose of this Association is to develop the financial services and operational leasing services and to create a well-balanced and safe market for all involved parties, more specifically financial/leasing companies and their customers. In order to reach this goal and meet the objectives of the Association that lined up hereunder, the Association supports and promotes the following principles:  

a)          Protect and ensure the stability of Services, as they are defined under Article 8.2, by complying with principles governing the prevention of risks and losses;

b)        Strictly comply with the applicable legislation; do business in complete honesty to clients, sellers, creditors, shareholders and related companies and to members too;

c)         Fully observe the rights and obligations of all involved parties;

d)        Support the development of the country by supporting economic growth;

e)         Promote loyal competition by mutually distributing the benefits of this industry, by firmly rejecting and combating unfair competition and anti-competitive practices in the field of financial services;

f)          Protect the environment based on sustainable development;

g)         Fight permanently against money laundering and fraud.  

5.             Objectives of this Association  

This Association is hereby incorporated and works in order to satisfy the following objectives:

a)         Promote Services, best practices and the highest standards for this line of business;

b)        Support and protect the interests of its members;

c)         Educate and develop the business community that provides the Services, based on ethical principles;

d)        Act as honest and trustworthy interface between the Services community and third parties;

e)         Prevent, counteract/diminish and penalise economic and financial crime and stop fraud in the financial services industry.  

6.             Assets of the Association  

6.1         On the incorporation date, the start-up asset of the Association includes the contribution in cash of the Associates amounting to an overall 24,000.00 Euros (i.e. twenty-four thousand Euros).  

6.2         The income of the Association is generated by:

a)        membership fees;

b)        interest and dividends resulting by placing the available cash, as per the enforceable legislation;

c)        dividends of the companies incorporated by the Association;

d)        income generated on direct business activities;

e)        donations, sponsorships or legacies;

f)         resources from the state budget and/or from the local budgets;

g)        other incomes that may be available under the law.  

6.3     Liberties of any kind can be accepted under the law only unless not encumbered by conditions or charges that could affect the autonomy of the Association or only if they can impose a moral conduct that runs counter the object of business and purposes that are established hereunder. The General Meeting of the Associates can decide to accept the liberties that are encumbered by conditions or charges, depending on the circumstances of every situation separately, in compliance with the Statute and the relevant legislation in force.  

6.4     This Association may incorporate business companies. Dividends that the Association generates in relation to the business of these companies – unless reinvested into the same commercial companies - shall be used obligatorily to achieve the purposes of the Association.  

6.5     The Association may perform any direct activities, if they have an accessory character and if they are closely associated to the main purpose of the Association.  

7.             Activities performed by the Association  

7.1         In order to reach the goal and meet the objectives and the purpose described hereunder, the Association shall perform the following activities:

a)        create a forum where representatives of all companies providing Services can discuss, express their views, ask questions, provide answers, publish ads, make requests and announce decisions;

b)        disseminate business information and other related information that may be useful for members and shall forward such information, on a structured basis, to all companies working in the field of Services;

c)        prepare and propose recommendations regarding draft laws or other draft regulations that are relevant for the objectives and purpose of the Association;

d)        support communication and cooperation with business partners and public authorities;

e)        keep a register of its members and shall communicate the membership list to all interested persons;

f)         organise meetings, symposiums, seminars, courses, social and business events and so on;

g)        join and/or cooperate with international organisations having similar objectives and conducting similar activities;

h)        organise the preparation, printout and distribution of periodical publications, books and brochures that the Association considers necessary for meeting the objectives and purpose described hereunder;

i)          collect, use and manage funds for accomplishing its objectives;

j)          have the permission to purchase, lease in and use movable property and real estate in order to perform the objectives and purpose that are described hereunder;

k)        have the right to commission branches and representative offices throughout Romania and abroad, as per Government Ordinance No. 26/2000;

l)          take any permanent or occasional activity that may be useful for the objectives and purpose of the Association.  

7.2         In order to accomplish its objectives and finance its operations, the Association may enter into any kind of transaction in Romania and may undertake any obligations in compliance with the relevant legislation in force, the Statute and the decisions of the General Meetings of the Shareholders (hereinafter referred as “General Meeting”).  

7.3         The Association may create foundations, may be a founding associate or may become a member of other non-profit organisations in Romania and abroad, unless it runs counter the objectives and purpose of the Association.  

7.4         The assets and income resulting from the activities of the Association shall only be used to accomplish the objectives and the purpose, as they are described hereunder and no part thereof can be paid directly or indirectly in the form of dividend or profit to Association members.  

SECTION II – MEMBERS OF THE ASSOCIATIONS  

8.             Members of the Association  

8.1            There are three kinds of Association members: Affiliate Members, Principal Members and Honorary Members. The types of memberships are described under Annex A hereunder.  

8.2            Romanian legal entities that comply with all of the following general conditions may become Affiliate Members and Principal Members of the Association:

a)         They perform one of the following activities (hereinafter referred to as the "Services"):

(i)        Mortgage credit, financial leasing, factoring, consumer credits and they are subject to Government Ordinance No. 28/2006 concerning the regulation of certain financial and tax measures, as approved, amended and complemented under Law No. 266/2006; or

(ii)      Operational leasing, as per Government Decision No. 51/1997 on leasing operations and leasing companies, as amended under Law No. 40/1998;

b)         Share the principles, objectives and purpose of the Association, as described under Articles 4 and 5 above;

c)         Want to participate actively in the activities of the Association and for that matter they comply with the procedure described under Article 13 hereunder;

d)         Have been admitted as members of the Association, as per the conditions hereunder.  

9.             Candidates  

Any legal person, which is validly incorporated and is organised and operates as a provider of financial services or as an operational leasing company, in accordance with the laws in Romania and which expresses its intention to join the Association, thereby undertaking all of the rights and obligations that are described under the Statute and to decisions of the statutory bodies of the Association, is considered as a candidate to the membership of the Association.  

10.         Affiliate Members of the Association  

10.1     Any legal person, which is validly incorporated and organised and that works in accordance with the Romanian legislation and that complies simultaneously with all of the conditions under Article 8.2 hereunder shall be considered to be an Affiliate Member of the Association.  

10.2     Affiliate Membership is acquired when the Association approves the application as per Article 13 hereunder, for not more than 12 months from the time of approval.  

10.3         Further to an express and motivated request of an Affiliate Member, the 12-month term can be decreased by no more than 6 months and only subject to a decision made by the Industry Council such member is part of.  

10.4     Affiliate Members have no right to vote in the General Meeting of the Association or in another statutory body of the Association.  

10.5     Affiliate Members may participate in General Meetings of the Association.  

10.6     In order to avoid conflicts of interest, every Affiliate Member is supposed to notify the General Meeting of the Association of its membership and/or participate in any other professional associations or bodies, whenever such entity applies for affiliate membership in ALB. The General Meeting may request from the Affiliate Member to withdraw from this/these other association(s) or may reject the application. Should any Affiliate Member fail to notify the Association of its membership in another professional associations or body, then such Affiliate Member shall be held responsible for the damage caused to the Association by exercising the membership in several professional associations/bodies.  

10.7     Affiliate Members cannot be elected members of the Board of Directors and/or Industry Councils.  

11.         Principal Members of the Association  

11.1         A Principal Member is any legal person, duly incorporated, which is organised and operates as a financial services institution or operational leasing company, in accordance with the legislation in Romania, which complies with the conditions imposed under Article 8.2 above and which is an Affiliate Member for more than 12 months from the time when the application is accepted, as per Chapter 10 of the Statute or that is a Founding Associate, as per Article 11.4 below. Affiliate Members may become Principal Members within less than 12 months, but not earlier than 6 months from the time when the application is accepted, as per Article 10.3 hereunder.  

11.2     Every Principal Member has the right to vote in the General Meeting of the Association.  

11.3         Founding Associates are Principal Members de jure without having to be Affiliate Members, as per Article 11.1 above. The Founding Members of the Association are the following:

a)        Alpha Leasing Romania IFN S.A.;

b)        BRD Sogelease IFN S.A.;

c)        Credit Europe Leasing IFN S.A.;

d)        UniCredit Leasing Corporation IFN S.A.  

 12.         Honorary members of the Association  

12.1     Individuals who are public persons, businesspersons, scientists, diplomats or senior officials from Romania or abroad and who can contribute to developing the activities of the financial activities and leasing business and prove through what they do that they promote the principles, objectives and purpose of the Association may become Honorary Members.  

12.2     Honorary Members may participate in the General Meeting of the Association, except for cases where this body decides otherwise.  

12.3          Honorary Members may only participate in propria persona.  

13.         How to become a member of the Association  

13.1     Legal persons wishing to become Affiliate Members must file a written application with the Secretariat General of the Association to the attention of the Enlargement Department; the application has to include (i) a statement according to which the applicant declares its knowledge and acceptance of the Statute and other constitutive documents of the Association, (ii) a list of the associations and/or professional bodies the applicant is or has been a member of or a statement according to which the member is/has not been member of another professional associations/bodies (as applicable) and, (iii) their intention to become Affiliate Members of the Association.  

13.2     The application has to be accompanied by the following documents:

a)        The incorporation documents (articles and memorandum of incorporation or the statute, incorporation certificate, decision of the general meeting of the shareholders/board of directors, etc.), public financial statements, presentation of the applicant and proxy;

b)        Supporting document proving the payment of the application assessment fee, as per Article 60.3 hereunder.  

13.3     The Enlargement Department shall analyse the application file and may request from the applicant any other document/information that are considered necessary and the candidate shall have to be provide such documents within 10 business days since the time when requested. Should the candidate fail to produce the requested documents/information at the end of this time interval, the application shall be rejected.  

13.4     The following indicative and minimal criteria have to be considered at any time for both the selection of candidates and subsequently for preserving the membership in this Association:

a)        Proper and timely compliance with legal and contractual obligations; and

b)        Irreproachable business behaviour.  

13.5     After checking the file, the Enlargement Department shall issue to the Industry Council a substantiated proposal to reject or accept the applicant, based on the criteria specified under Article 13.4 or on other Articles hereunder. The Enlargement Department shall have the obligation to issue such proposal within no more than 15 business days from the time when the applicant files the complete file.  

13.6         The Industry Council shall issue a decision in its next meeting, but not later. The Industry Council may delay issuing such decisions only if justified by the need to get additional information.  

13.7     The admission decision of the Industry Council shall be subject to the vote of the General Meeting of the Association and becomes legally effective as of the date when the General Meeting approves it under a formal decision.  

13.8         People mentioned under Chapter 12 above shall be invited to become Honorary Members based on a proposal that the Industry Council sends to the respective person. Persons wishing to become Honorary Members of the Association do not have an obligation to file an application for that purpose. Honorary Members must accept in principle in writing the honorary membership, further to the invitation of the Industry Council. The invitation of the Honorary Member shall be approved under a vote by the General Meeting.  

14.         Representation of the Associates  

14.1     Each member of the Association shall indicate as early as possible its own contact person, who shall receive the correspondence, notifications and announcements and shall reply to such communication.  

14.2     Members, others than Honorary Members, shall be represented in the General Meeting of the Association and the meetings of Industry Councils by statutory representatives. Under exceptional circumstances, Members not being unable to attend the meetings of statutory bodies of the Association may empower the representative of another Associate, member of the same statutory body of the Association. Members shall be represented in meetings of the Board of Directors by one of the legal representatives appointed according to the relevant legislation. Under exceptional circumstances, a committee member may appoint another Committee Member to act as a substitute.  

14.3     Assigning/replacing the representatives of Members shall be notified to the Association, in writing, to the attention of the Secretariat General.  

15.         Rights of the Association members  

15.1     Principal Members shall have the following rights:

a)        to vote in the General Meeting of the Association, each Principal Member being entitled to one vote only;

b)        to elect and be elected in the statutory bodies of the Association;

c)        to be informed on the activity, funds and any other aspects regarding the Association;

d)        to check and request explanations from the Board of Directors regarding the Association’s activity;

e)        to exercise other rights according to the Statute herein and the decisions of the General Meeting, the Board of Directors and the Industry Councils.           

15.2     Affiliate Members shall have the following rights:

a)    to be informed on all aspects regarding the Association or to which the Association has access (statistics, reports etc.);

b)    to attend all meetings of the statutory bodies of the Association;

c)    to exercise other rights according to the Statutes herein and the decisions of the General Meeting, the Board of Directors and the Industry Councils.  

15.3     Honorary Members of the Association shall benefit from the rights assigned to them as per Article 15.1 points c) and d) above.  

16.         Obligations of the Association members  

16.1     According to the law, Association members shall:

a)        attend the General Meeting of the Association;

b)        pay the charge, the membership fee established by the General Meeting and any other payables to the Association;

c)        protect their reputation in the business environment, observe the law and generally accepted rules of ethical conduct;

d)        respect their legal and contractual obligations;

e)        preserve and defend the Association’s reputation, promote the purposes and activities thereof;

f)         provide information and documents as requested by the Association;

g)        make available to the Association information of relevance from the field of relevant services;

h)        inform the Association on any action that might have an impact on the members’ mutual interest;

i)          accept any other obligations established by decisions of the General Meeting, the Board of Directors and Industry Councils;

j)          observe the internal procedures of the Association;

k)        not become a member of another association whose activities, purpose and objectives are similar to the ones of this Association.  

16.2     Applicants shall pay a file assessment fee, which is not reimbursed if the application is rejected. The fee shall be established under a decision of the General Meeting.  

16.3     Affiliate Members shall pay a membership fee accounting for 50% of the annual fee that Principal Members pay. The Affiliate Member fee is paid annually, in the first 31 calendar days of each year, for the following year, into the account indicated by the Association.  

16.4     When becoming a Principal Member, the Associate who until then was an Affiliate Member shall pay the annual fee inherent in the Principal Membership, proportionally to the remainder of such first Principal Membership year.  

16.5     Honorary Members shall not pay the charges or fees described hereunder.  

17.         Withdrawal of the Association members  

17.1     Members can withdraw from the Association by means of a withdrawal letter submitted to the Association to the attention of the Secretariat General, which shall adequately inform the General Meeting of the Association and the request shall be included in the agenda of the following General Meeting. Membership shall cease starting from the day when the General Meeting agrees to the withdrawal. The Association shall send to the withdrawing Member a notification specifying the index number of its decision and the day as of when the membership ceases.  

17.2     The membership fee and any other contributions established in the Statute herein or orders/decisions of the statutory bodies shall be paid in full for the year when the membership ceases. Such contributions shall not be reimbursed to the Associate whose membership ceases regardless of the reasons.  

17.3     Legal/ natural entities whose Membership ceases by withdrawal are not entitled to parts of assets that are property of the Association, neither on the day when the membership ceases, nor later on, if the Association is dissolved or liquidated.  

17.4     Membership in the Association may also cease by dismissal according to Article 54 hereunder.  

18.         Registration of the Association members  

18.1     The Association shall keep a register of its Members which shall be made available to the interested parties. The register shall be public. Interested persons may receive information according to the procedure established under a decision of the Board of Directors. The Association shall inform the public through the Secretary General about the suspension, revocation, resignation and registration of its Members.  

18.2     Association Members shall provide information to supplement and update the information on their status, title, headquarters, address, object of business and any other information requested by the Board of Directors which may be made public. Associates shall provide the necessary official documents regarding the registration of data within the shortest delays from such request.  

19.         Industries covered by Association members  

19.1   Association Members shall be organized within the Association separately per lines of business hereinafter referred to as „Industries”, depending on the category of services they provide.  

19.2   Each industry is represented by at least three Members, providing the same category of services, as follows:

a)    the Leasing Industry covers financial leasing companies and operational leasing companies;

b)    the Consumer Credit Industry covers consumer credit companies;

c)    the Factoring Industry covers factoring companies;

d)    the Mortgage Credit Industry covers mortgage credit companies.

 

20.         Partners of the Association  

20.1.  Partners of the Association are entities which operate in consultancy fields such as financial, tax, legal, audit etc. Partners are elected by the Board of Directors for 1 (one) year. Terms and conditions that govern this collaboration are established under bylaws issued by the Board of Directors.  

 SECTION III – MANAGEMENT OF THE ASSOCIATION  

A.            General provisions  

21.         Bodies of the Association  

The Association shall have the following statutory bodies:

a)        General Meeting of the Association;

b)        Board of Directors;

c)        Industry Councils:

·      Leasing Industry Council;

·      Consumer Credit Industry Council;

·      Factoring Industry Council;

·      Mortgage Credit Industry Council.

d)    Statutory Auditor.  

 B.            GENERAL MEETING OF THE ASSOCIATION  

22.         Structure of the General Meeting of the Association  

22.1     The General Meeting of the Association (hereinafter referred to as “General Meeting”) shall consist of all Principal Members, Affiliate Members and Honorary Members of the Association. A Principal Member may represent only another Principal Member based on a power of attorney granted according to Article 14.2 above, which shall be submitted to the Secretary General at the beginning of the session of the General Meeting. The same provision applies to Affiliate Members regarding representation in the General Meeting.  

22.2     The General Meeting takes place at least once a year and has the right to exercise permanent control of the Board of Directors, Industry Councils and the Statutory Auditor.  

22.3     Honorary Members and Affiliate Members shall not have the right to vote in the General Meeting. They may attend discussions, submit proposals for debates and express their viewpoint during the session of the General Meeting regarding the agenda for debate.  

23.         Convening the General Meeting  

23.1     The General Meeting shall be convened by the President of the Board of Directors, based on a decision of the Board of Directors, or upon request of at least 1/3 (one third) of the number of Principal Members of the Association. Should one third of the Principal Members request a General Meeting, they shall communicate to the President of the Board of Directors the agenda to be included in the convening document.  

23.2     Association Members shall be convened by written invitation sent by letter, wire, telex, facsimile, e-mail or any other means of communication in due time to ensure Associates’ participation at the General Meeting.  

23.3     Invitation to the session of the General Meeting shall specify the day, time and agenda of the session and shall include all necessary written documents for agenda for debate, if such documents prove to be necessary.  

23.4     Principal Members may, if no Principal Member opposes, convene an ad-hoc General Meeting and make any decision within the scope of the Meeting, without observing the formalities required for convening thereof.  

23.5     General Meetings may also be held by correspondence (letter, wire, telex, facsimile or e-mail).

 24.         Quorum of the General Meeting  

24.1     The General Meeting of the Association can adopt decisions if at least half of the Principal Members of the Association are present or represented on the first convocation. Decisions are considered valid and adopted legally if voted with the majority of Principal Members who are present or represented or who have voted by correspondence according to Article 23.5 above. Exception is made for decisions whose object are described under Article 25, points h), i) and j) which shall be valid and adopted legally only if approved by at least 2/3 (two thirds) of the Principal Members who are present or represented or who vote by correspondence.  

24.2    If the General Meeting is not quorate at the announced starting time, the General Meeting shall be postponed for no more than 5 (five) calendar days. For this purpose, the President of the Steering Committee shall specify in the notice of convocation the coordinates (time, day and place) for the second General Meeting convened. Upon the second convocation, the quorum shall be deemed sufficient if 1/3 (one third) of the Principal Members are present or represented or vote by correspondence. Decisions are considered valid and adopted legally if voted by the majority of the number of Principal Members who are present, represented or who vote by correspondence.  

25.        Responsibilities of the General Meeting  

The General Meeting shall have the following responsibilities:

a)            defines the guidelines and general strategies of the Association, approves plans, programmes and specific objectives for the short and long term concerning activities of the Association, upon proposal of the Board of Directors and Industry Councils;

b)            analyzes and approves the Audit Report;

c)            approves the Annual Report of the Board of Directors;

d)            approves the Annual Financial Records;

e)            approves the Annual Budget of Income and Expenses, the Balance Sheet and the Annual Program;

f)             appoints and revokes the members of the Board of Directors and Industry Councils;

g)            appoints and revokes statutory auditors (if existing);

h)            decides on applications for membership of the Association;

i)              decides on suspending or revoking an Association Member;

j)              decides on amending or supplementing the Statutes of the Association;

k)            decides on opening /registering of affiliates of the Association;

l)              decides on dissolution /liquidation of the Association and on the destination of assets thereof;

m)          decides on any other problems within its scope of competence according to the Statutes or the law.  

26.        President of the General Meeting  

26.1    The President of the General Meeting shall be nominated by at least 5 Principal Members and shall be elected by the Principal Members in the opening of the meeting. Members of the Board of Directors and the Statutory Auditor cannot take the chair of the General Meeting.  

26.2    The President of the meeting shall organize the agenda, ensure the legitimacy of procedures and supervise the debates, ensuring the drawing up of the minutes of the General Meeting and signing them when the meeting has ended.  

26.3    The President of the Board of Directors shall attend all sessions of the General Meeting of the Association. Should the President be unable to attend due to duly justified reasons, the President shall appoint in writing another member of the Board of Directors as a substitute.  

26.4    The Secretary General shall be in charge of the precise and exact registration of the debates in the minutes, voting results and decisions adopted after counting the votes. Besides the notes, magnetic tape recording may be used to record debates, motions, requests and the meeting in general.  

27.        The right to vote in the General Meeting  

27.1    Each Principal Member shall have one vote which shall be exercised by leaders of the Association (administrators, directors etc.) who represent it in the General Meeting. The Secretary General shall collect all proxies and control the observance of this rule. Decisions of the General Meeting are made by open vote, unless provided otherwise in the Statutes herein.  

27.2    The right to vote may not be exercised by a Principal Member who has outstanding obligations to the Association, such as unpaid membership fees. The President of the Board of Directors shall provide all this significant information to the President of the General Meeting and the Secretary General, who controls the observance of this rule.  

 C.     BOARD OF DIRECTORS  

28.        Structure of the Board of Directors of the Association  

28.1    The Board of Directors consists of 5 (five) members and 2 (two) substitutes. Members of the Board of Directors are listed in the Register of the Board of Directors, kept with due care and regularly updated by the Secretary General.  

28.2    Members of the Board of Directors, the President and the Vice-president can be Romanian or foreign citizens.  

29.        Appointing the Board of Directors  

29.1    Members of the Board of Directors shall be elected by the General Meeting by secret vote in compliance with provisions regarding the quorum for vote according to Article 24.1 above.  

29.2    Four members of the Board of Directors shall be appointed from among the Presidents and the fifth member and the two substitutes shall be appointed further to the proposal of the Association Members. The member of the Board of Directors who does not have the title of President or Vice-president of the Industry Councils shall be appointed as a Secretary General of the Association.  

29.3    In the same meeting when the Board of Directors is established, the General Meeting also elects the President and Vice-president of the Board of Directors from the members of this statutory body, elected in the above conditions. The Secretary General of the Association may not be also elected as President or Vice-president of the Board of Directors.  

30.        Duration of the term in office  

30.1    The term in office of members in the Board of Directors and members of the Industry Councils shall be 4 (four) years, unless a shorter term is decided by the General Meeting of the Association.  

30.2    The term of the President and Vice-president of the Board of Directors, President and Vice-president of the Industry Councils and of the Statutory Auditor shall be 1 (one) year. In the case of Industry Councils, the Vice-president shall be appointed President at the end of the President’s term.  

30.3    Terms in office of members, of the President and Vice-president of the Board of Directors start on the day following the elections in the General Meeting of the Association.  

30.4    Elected officials shall perform their obligations and responsibilities until the election of new representatives and the beginning of the term of such new representatives, respectively until the day of the General Meeting when the end of the term of old representatives is communicated and the new representatives are elected.  

30.5    Members, the President and Vice-president of the Board of Directors may be re-elected by the General Meeting at the end of the 2 (two) year term.  

31.        Meetings of the Board of Directors  

31.1    The Board of Directors holds ordinary meetings every 3 months.  

31.2    An extraordinary meeting of the Board of Directors may be convened upon request of any member of the Steering Committee or upon request of the General Secretary.  

31.3    The meeting of the Board of Directors shall be considered valid if all members are invited, according to Chapter 23 above concerning the convening and at least half plus one of them are present. A member of the Board of Directors can be represented with the right to vote by another member, through power of attorney. Should the quorum not be met, the Board of Directors shall be convened a second time, drawing the attention of those absent at the previous meeting that they would be sanctioned according to Article 31.4 of the Statutes herein.  

31.4    After two consecutive absences or four absences during one year, the title of the board of Directors member is revoked and the absent member is replaced throughout the remaining term in office. For the purpose of the paragraph herein, a delegation granted to another member of the Board of Directors, in the conditions provided in the Article herein, to avoid application of the sanction, is deemed an absence.  

31.5    Provisions of the Article 32.1 below shall apply for replacement of the person in the conditions of the previous Article.  

32.        Vacancies in the Board of Directors  

32.1    Should there be a vacancy in the Board of Directors, regardless of the reason, the General Meeting shall elect as member of the Board of Directors one of the substitutes and at the same time shall appoint a second substitute in the conditions mentioned in Article 29.2 above.  

32.2    Should there be a vacancy for the President’s position, the Vice-president shall hold the respective position until the end of the President’ term. Should there be a vacancy for the Vice-president or should there be a third vacancy, a General Meeting shall be convened, which shall act according to Article 32.1 above.  

32.3    In the cases specified under Articles 32.1 and 32.2, the term of the new member of the Board of Directors thus elected and of the substitute shall run until the end of the term of the member who is replaced.  

 

 33.        Responsibilities of the Board of Directors  

33.1    The Board of Directors implements the decisions of the General Meeting.  

33.2    The Board of Directors has the following responsibilities:

a)            approves its rules for organization and the working rules;

b)            represents the Association in its relationship with third parties and concludes legal documents in the name and on behalf of the Association;

c)            prepares the draft Annual Budget of the Association and reports on the implementation thereof to the General Meeting, submits proposals for partial amendments of the budget, including new expense items, if new sources for funding were identified after the budget was approved and proposes the annual tax according to the approved budget;

d)            prepares and submits the Annual Report on activities of the Association, to be debated and approved by the General Meeting, including a report of the Secretary General and situations of another activities of the Association, according to the General Meeting’s request;

e)            approves the organisational chart and the staff policy of the Association;

f)             decides on the membership of the Association in other Romanian or foreign non-profit organizations;

g)            decides on the use of the Association’s patrimony, in order to protect and increase it;

h)            approves prices for services, publications and information provided by the Association if they refer to at least 2 (two) industries of the Association;

i)              approves and effects off-budget costs;

j)              decides on changing the Association’s head-office;

k)            decides on other aspects provided by the Statutes herein or established by the General Meeting.  

33.3    Decisions of the Board of Directors shall be adopted with simple majority (of present) members. The President’s vote shall be decisive in the event of voting parity.  

33.4    Decisions of the Board of Directors may be also adopted by correspondence (facsimile, telex, email etc). Decisions thus adopted shall be recorded in a minute signed by the President of the Board of Directors and by the Secretary.  

33.5    Decisions of the Board of Directors shall be made available to all Members upon request.

 34.        President of the Board of Directors  

34.1    The President of the Board of Directors shall ensure the general management of the Association. The President shall organize the Association’s activities and shall perform the responsibilities listed in the Statute herein or assigned by the General Meeting or the Board of Directors.  

34.2    The President of the Board of Directors shall ensure coordination and collaboration of Committee members, as well as collaboration of the Committee with members of the General Meeting, Councils and Specialty Committees, in order to maintain effective and efficient working relations.  

35.        Vice-president of the Board of Directors  

35.1    The Vice-president shall exercise the rights and obligations of the Association’s President while the President is absent and shall have any other rights and responsibilities conferred by the President. Should both the President and Vice-president be absent and should there be a voting parity in the Board of Directors’ meeting, adoption of a decision on the items on the agenda is postponed until the President or the Vice-president of the Board of Directors is present.  

35.2    At the end of the President’s term, the Vice-president shall be appointed President of the Board of Directors, unless the General Meeting decides otherwise.  

36.        Delegation of authority  

36.1    Two of the following persons are entitled to represent the Association, by acting together:

a)      President of the Board of Directors,

b)      Vice-president of the Board of Directors,

c)      Secretary General of the Association.  

36.2.  The Board of Directors may also delegate responsibilities provided under Article 33.2 above only to one of the persons indicated at Article 36.1, in the conditions of the Statutes herein.  

 D.     INDUSTRY COUNCILS  

37.        General Provisions  

37.1    Industry Councils are the coordinating bodies in the Industry they represent.  

37.2  Except for the Leasing Industry Council, a statutory Industry Council is established consisting of at least three Principal Members.  

37.2    Members of the Industry Council, the President and the Vice-president can be Romanian or foreign nationals.  

38.        Structure of the Leasing Industry Council  

The Leasing Industry Council shall consist of 7 (seven) members and, should the respective Industry have more than 3 Principal Members, 2 (two) other substitutes. Members of the Leasing Industry Council and their substitutes are mentioned in a Register of Industry Councils kept with due care and updated by the Secretary General of the Association.  

39.        Structure of the Consumer Credit Industry Council  

The Consumer Credit Industry Council shall consist of 3 (three) members and, should the respective Industry have more than 3 Principal Members, one substitute. Members of the Consumer Credit Industry Council and their substitute are mentioned in a Register of Industry Councils kept with due care and updated by the Secretary General of the Association.  

40.         Structure of the Factoring Industry Council  

The Factoring Industry Council shall consist of 3 (three) members and, should the respective Industry consist of more than 3 Principal Members, one substitute. Members of the Factoring Industry Council and their substitute are mentioned in a Register of Industry Councils kept with due care and updated by the Secretary General of the Association.  

41.         Structure of the Mortgage Credit Industry Council  

The Mortgage Credit Industry Council shall consist of 3 (three) members and, should the respective Industry have more than 3 Principal Members, one substitute. Members of the Mortgage Credit Industry Council and their substitute are mentioned in a Register of Industry Councils kept with due care and updated by the Secretary General of the Association.  

42.         Appointment of members of the Industry Councils  

42.1     Members of the Industry Councils shall be nominated by absolute majority of members of the Industry that they are part of and shall be approved by the General Meeting, according to the provisions of Article 24.1 and 24.2 of the Statutes herein.  

42.2   The President and Vice-president of the Industry Council shall be approved by the Industry Council that they are part of, with observance of the voting quorum and presence quorum mentioned at Article 43 below.  

43.         Meetings of the Industry Councils  

43.1     Each Industry Council holds ordinary sessions once a month and extraordinary sessions, as many times as necessary, upon request of any member of the respective Industry Council.  

43.2     The meeting of an Industry Council is deemed valid if all members are invited and at least half of them are present. Decisions are valid if voted by an absolute majority of the attending or represented members. A member of the Industry Council can be represented and may vote by proxy through another member based on a power of attorney. Should the quorum not be met, the meeting shall be postponed. Decisions of the Industry Council adopted by correspondence are also valid.  

43.3     Two consecutive absences or four absences in one year automatically lead to the absent person’s replacement throughout the remaining term in office. For the purposes of the paragraph herein, respectively in the event of an attempt to avoid application of the sanction mentioned in the Article herein by power of attorney for representation by another member, the delegation granted to another member of the Industry Council is deemed an absence.  

43.4     In order to replace a person as described under Chapter 44 below, this procedure shall be followed: the substitute becomes a member with full rights and the Industry Council shall propose a new substitute to the General Meeting, and the General Meeting shall approve this appointment or request other proposals, in the meeting following the application of the sanction to the absent member. At the same time, the General Meeting shall record the application of the sanction provided at Article 43.3 above and the end of the membership of the Industry Council of the Associate who failed to perform its obligation to attend.  

44.         Vacancies in the Industry Councils  

44.1     Should there be a vacancy in an Industry Council regardless of the reason, the substitute person becomes a full member with full rights and the Industry Council shall appoint a new substitute and the General Meeting shall on the one hand ratify the occupation of the vacancy by the substitute and on the other hand shall approve (as the case may be) the appointment of the new substitute.  

44.2     The substitute who has become a member with full rights shall only activate until the end of the term of the member that it replaces.  

44.3     Should there be a vacancy for President the Vice-president shall hold the respective position and the Industry Council shall appoint another Vice-president from its members. Should there be a vacancy for Vice-president or should there be a third vacancy, the procedure regulated by the provisions of Article 42 above on the appointment of members or of the Vice-president of the Industry Council shall apply.  

45.         Responsibilities of Industry Councils  

Industry Councils coordinate the activity of the Industry they represent and have the following responsibilities:

a)        approve its rules for organization and its working regulation;

b)        approve the rules for organization and the working regulation for Specialty Committees;

c)        submit proposals to the Board of Directors on launching, participating in and ending activities in the field in which Industry members carry out their activities, in order to promote the activities and objectives of the Industry they represent and of the Association in general;

d)        approve the basic principles regarding the structure and operation of Specialty Committees of the Industry they represent;

e)        propose programs, plans for development and the concluding of legal acts which are of interest for the industry they represent and decide on the organization and participation in public events of interest for the Industry they represent;

f)         any other responsibilities established through the Statutes herein, decision of the Board of Directors and /or of the General Meeting of the Association.  

46.         Specialty Committees  

46.1     Industry Committees can establish and shall coordinate Specialty Committees in the following fields:

a)        Legal Committee;

b)        Consumer Credit Committee;

c)        Tax Accounting and Basel Convention Committee;

d)        Logistics Committee;

e)        Operations Committee.  

46.2     Industry Committees may decide to establish any other committees which are necessary to accomplish the objectives and purpose of the Industry and the Association.  

46.3     The structure, election of members, responsibilities and operation of Committees shall be established by Industry Committees through internal rules.  

46.4     Specialty Committees shall elect by vote one President and one Vice-president. The term of the President and Vice-president shall be 1 year from the day of each Specialty Committee’s decision.  

46.5     Committees shall meet on a monthly basis or as many times as necessary. Discussions and decisions of Committee meetings shall be included in a minute signed by the secretary of the meeting and the President or Vice-president of the Committee.  

 D.           JOINT COMMITTEES OF THE ASSOCIATION  

47.         General provisions  

Two Joint Committees shall operate in the Association:

§           The Conformity and Discipline Committee;

§           The Marketing & PR Committee.  

48.         The Conformity and Discipline Committee  

48.1     The Conformity and Discipline Committee shall consist of representatives of 5 (five) Principal Members. They shall be appointed by the Industry Councils to ensure that each Industry is represented. Persons who are members of the Conformity and Discipline Committee are significant representatives of the respective Principal Members, according to Article 27 paragraph 1 of the Statutes herein.  

48.2     For purposes of the Conformity and Discipline Committee, each Industry Council shall appoint at least one Principal Member. Appointment of the Principal Member and implicitly of its representatives takes places according to the internal rules of each Industry.  

48.3     The Conformity and Discipline Committee shall meet quarterly or as many times as necessary. Discussions and decisions of the Committee’s meetings shall be included in a minute signed by all members. Decisions of the Conformity and Discipline Committee are adopted with absolute majority of the votes of Committee members.  

48.4     Responsibilities of the Conformity and Discipline Committee are the following:

§           monitors the way in which statutory provisions are observed by Association Members (Affiliated, Main and Honorary);

§           make proposals to competent bodies for sanctions regarding dismissal from the Association of members who break the statutory provisions;

§           apply the penalties provided by the Statutes herein, except for the penalty of dismissal from the Association;

§           analyzed internal audit reports;

§           monitors the observance of rules and internal procedures of the Association by the Association staff;

§           any other responsibilities established by decision of the Board of Directors and /or of the General Meeting of the Association.  

48.5   Should one of the members be absent, without justified reasons, at two consecutive meetings or four meetings in one year, the member shall be replaced. Any Associate shall be entitled to request the replacement of the absent member. Appointment of a new member of the Conformity and Discipline Committee shall take place according to the procedure regulated by Article 48.2 above.  

49.         The Marketing and PR Committee  

49.1     The Marketing and PR Committee shall consist of representatives of (5) five Principal Members. They shall be appointed by the Industry Councils to ensure that each Industry is represented. Persons who are members of the Marketing and PR Committee are Member Marketing and PR specialists.  

49.2     For the purpose of establishing the Marketing and PR Committee, each Industry Council shall appoint at least one Principal Member from the respective Industry. Appointment of the Principal Member and implicitly of its Marketing and PR specialist shall take place according to the internal rules of each Industry.  

49.3     The Marketing and PR Committee shall meet once every 2 (two) months or as many times as necessary. Discussions of the Committee meetings shall be included in a minute signed by all members. Article 48.5 above applies in the same conditions to members of the Marketing and PR Committee.  

49.4     Responsibilities of the Marketing and PR Committee:

§           participating in the organization of events (conferences, congresses, seminars etc) which are related to the activity carried out by the Association, its purpose and objectives;

§           promoting the activity, objectives and purpose of the Association;

§           corporate social responsibility.  

 E.            STATUTORY AUDITOR  

50.         General Provisions  

50.1     The Statutory Auditor shall be appointed by the General Meeting from Principal Members or from outside the Association.  

50.2     The Statutory Auditor shall be specified in a register kept and updated with due care by the Secretary General of the Association.  

51.         Appointment of the Statutory Auditor  

51.1     The Statutory Auditor shall be appointed by the General Meeting according to Article 24 of the Statutes herein. The General Meeting of the Association also approves, at the same time, the general rules for organization and operation of the Statutory Auditor.  

51.2     Nomination of a candidate shall be in writing and signed by at least 2 (two) Principal Members. Nominations shall be presented to the General Meeting with reasonable advance before the elective meeting.  

52.              Obligations and responsibilities of the Statutory Auditor  

52.1     The Statutory Auditor shall attend the sessions of the General Meeting and/or of the Board of Directors upon request of the Board of Directors and as many times as necessary.  

52.2     The Statutory Auditor shall supervise the financial activity of the Association and shall inform the General Meeting on all aspects that it deems opportune regarding financial control of the Company. For this purpose, the Statutory Auditor shall exercise the following responsibilities:

a)      checks the manner in which the Company’s property is managed;

b)      draws up reports and submits them to the General Meeting;

c)      may attend meetings of the Board of Directors, without a right to vote;

d)      performs any other responsibilities provided in the Statutes herein or established by the General Meeting.  

 

SECTION IV - PENALTIES  

53.         Suspension of the Association members  

53.1     Any Association member which fails to fulfil any obligation provided in the Statutes herein and/or decisions of the General Meeting may be subject to suspension from its rights for a time period of up to 6 (six) months.  

53.2     Non-fulfilment of the reporting obligation established according to the internal rules of the Association leads to the suspension of membership for a time period of 6 months. Reporting obligations and conditions for the exercising thereof are established through internal regulations by the General Meeting.  

53.3     Suspension may operate for a Main or Affiliate Member. During suspension, the Principal Member may not benefit from any of the rights arising from membership. Fulfilment of the obligation for which suspension was decided does not reduce the suspension time.  

53.4     In the case of Affiliate Members, the suspension extends the time period specified under Article 10.2 in the Statutes herein with regard to Principal Membership by a time period equal to the suspension time.  

53.5     Suspension shall be decided by the General Meeting, further to the proposal of the Conformity and Discipline Committee and shall not affect the financial payment obligations and reporting obligations that the suspended Principal or Affiliate Member has towards the Association.  

54.         Dismissal of Members  

54.1     The General Meeting of the Association shall decide to dismiss an Association member who breaks the obligations assigned to it by the Statutes herein and /or the decisions of the General Meeting, at the proposal of the Conformity and Discipline Committee or with the approval of the Industry Council.  

54.2     Association Members may be dismissed from the Association under the following circumstances:

a)        Members fail to fulfil the payment obligations provided at Articles 16.3 and 16.4 of the Statutes, with an outstanding amount exceeding the due date with more than 60 days;

b)        Members fail to attend two sessions of the General Meeting, without appointing a substitute in the conditions provided in the Statutes herein;

c)        Members fail to observe the terms and requirements for reporting according to the internal rules of the Association and breaking the reporting term is equivalent to failing to report;

d)        Members have denigrated the Association’s reputation or obstructed its activities, the accomplishment of its purpose and objectives;

e)        Member’s business conduct has discredited the quality of respectable professional or has caused significant loss to the field of financial services;

f)         Members have provided false information which discredits the Association or has revealed information that the Association provided for the Member as confidential information;

g)        Members have used its quality of Association Member to gain benefits of any type;

h)        Members have openly used the Association’s name to the benefit of a political group;

i)          Members have exhibited other types of conduct that might reasonably be evaluated as being incompatible with the principles, objectives and purpose of the Association.  

54.3     The Conformity and Discipline Committee shall send a warning in the form of a written notification in the event of breach of the Association’s Statutes. This notification allows for a time period of 30 (thirty) calendar days to correct the breach.  

54.4     Should the breach not be corrected in the time period provided under Article 54.3 above, the Conformity and Discipline Committee shall issue and submit for approval to the Industry Committee to which belongs the respective Member the proposal for dismissal from the Association. The Industry Council shall express its point of view in the session following the issuance of the proposal. In the event of approval for dismissal, the proposal shall be submitted directly to the General Meeting which shall issue a decision within 30 calendar days from the day when the dismissal file was forwarded to it by the Industry Council. Decision of the General meeting shall take effect from the day of its adoption.  

54.5     The President of the Industry Council that the Member proposed for dismissal belongs to shall send a justified notification at least 7 (seven) calendar days before the General Meeting to any member proposed for dismissal. The member proposed for dismissal shall be entitled to defend itself before the General Meeting of the Association.  

54.6     The vote for dismissal shall be secret, and the member proposed for dismissal shall not be entitled to vote.  

54.7     Dismissed members are fully liable for payment of any membership fee or other contribution payable by them according to the Statutes herein, in full, until the end of the year when they are dismissed.  

54.8     Dismissed members may not have claims related to the Association’s patrimony.  

54.9     Dismissed members may be readmitted in the Association, in the conditions established by the General Meeting.  

55.         Other penalties  

55.1     In the Steering Committee, Industry Councils, Specialty Committees and Joint Committees, 2 (two) consecutive absences or 3 (three) absences, respectively 4 (four) absences in one calendar year lead to the dismissal and replacement of the absent person for the remaining term.  

55.2     Association Members shall pay delay penalties of 0.5 % per day of delay for contributions or any other amounts not paid on due dates established in the Statutes herein or in other documents issued by the Association or its statutory bodies.  

   

SECTION V – ADMINISTRATIVE PROVISIONS  

56.         Secretary General of the Association  

56.1     The Board of Directors appoints a Secretary General of the Association.  

56.2     The Secretary General shall have the following responsibilities:

a)           implements the decisions of the Board of Directors and Industry Councils;

b)           organizes and supervises the daily tasks of the Association staff;

c)           attends sessions of the General Meeting, Board of Directors, Industry Councils, permanent and ad-hoc commissions;

d)           ensures communication with and between Members.  

56.3     Limits of authority, rights and obligations of the Secretary General shall be established by the Board of Directors and shall be specified in an agreement accepted by both parties.  

56.4     The Secretary General supervises and coordinates the activity of the Secretariat General of the Association.  

56.5     The following departments shall operate within the Secretariat General:

·                         Statistics Department;

·                         Enlargement Department;

·                         Administrative Department.  

56.6     The responsibilities of the Secretariat General Departments shall be under the bylaws adopted by the Board of Directors.  

57.         Legal Registers  

The Association shall keep and update the following registers and documents through its Secretary General:

a)             Decisions of the General Meeting;

b)             Decisions of the Board of Directors;

c)             Decisions of the Industry Councils;

d)             Minutes of the General Meeting;

e)             Minutes of the Board of Directors;

f)              Minutes of the Industry Councils;

g)             Balance Sheet and Statement of Income;

h)             Patrimonial Register;

i)               Register of Statutory Auditors’ Reports;

j)               Register of Audit Reports;

k)             Member List;

l)               Register of Board of Directors Members;

m)           Register of Industry Councils’ Members;

n)             Register of Statutory Auditors.  

58.         Minutes and decisions  

58.1     During its activity, the Secretary General shall ensure the drawing-up of minutes and decisions of sessions of the General Meeting, Industry Councils and Board of Directors, which shall record the statements, assertions, motions, voting results and adopted decisions. Minutes and decisions shall be signed by the President of the respective statutory body and by the Secretary General.    

58.2     Minutes and decisions shall be archived and noted in the related register in chronological order. Records shall be kept for at least 5 (five) years, unless the law provides for a longer time period. They shall be destroyed upon expiry of the archiving time limit, only if the General Meeting has adopted the express decision to extend the time period for storage of archived documents.  

58.3     Principal Members, members of the Board of Directors and members of Industry Councils have free access to the registers with minutes and decisions, regardless of the statutory body which adopted it. They may request copies and extracts of such records and shall bear all expenses generated for this purpose.  

59.         Language 

Documents issued by the Association and debates shall be held in Romanian and in English. Decisions and minutes of all statutory bodies shall be bilingual.  

60.         Payments to the Association  

60.1     Principal Members and candidates shall pay the following non-reimbursable taxes:

a)        file assessment tax;

b)        admission tax;

c)        annual membership fee.  

60.2     These taxes are established and amended by the General Meeting which may also impose additional taxes.  

60.3     The file assessment tax shall account for half of the admission tax and shall be paid when the file is submitted to apply for Association membership. In the event of admission, the Candidate shall pay the remaining amount from the admission tax (accounting for the admission tax).  

60.4     The admission tax shall amount to 6000 €, to be paid in 2 parts: a first part of 3,000 € is the file assessment tax that is non reimbursable and has to be paid when submitting the appliance for Association membership; the second part is an amount of 3,000 € that has to be paid as an admission tax in 15 (fifteen) days since the admission of the candidate in the Association. The admission tax will be entirely paid no matter the calendar day of the admission in the Association.  

60.5     Association Members shall pay an annual membership fee amounting to 6,000 €, no later than the 31st of January of the year when the fee is paid, as well as a floating annual fee that is to be established by the Ordinary General Assembly when approving the budget for the current year.  

60.6     Candidates admitted to the Association as Affiliated Members shall pay the membership fee for the first year (respectively the year when they were admitted) in proportion to the time of the year when they shall actually be Associates. The Affiliated Members for a test period (of 6 to 12 months based on the candidate will and on the Board of Directors’ decision) have to pay only half of the fixed annual and floating fees.  

61.         Accounting  

61.1     The Association shall keep accounting records according to the law. The Board of Directors, with support from the Statutory Auditor, shall organize and be liable for keeping the documentation for the following:  

a)        all funds in cash received or spent by the Association and all transactions resulting in receipts and expenses;

b)        all sales and acquisitions of the Association;

c)        all assets and liabilities of the Association.  

61.2     The accounting documentation shall be kept adequately in the places deemed adequate by the Board of Directors and shall be accessible for examination by members of the Board of Directors, the Statutory Auditor and the appointed auditors.  

61.3     The Board of Directors shall decide regularly on the time, place and circumstances in which accounting documents and other documents and registers of the Association may be made available to Principal Members. No one shall be entitled to inspect accounts, documents and registers of the Association, except for the cases specified in the Statutes herein, by decision of the Board of Directors or the General Meeting.  

62.         Financial Reports  

62.1     The Board of Directors shall submit an exact annual statement of accounts, in the first General Meeting of each year, which shall include a balance of accounts and a report on the income and expenses in the time frame subject to analysis.  

62.2     Financial reports shall be accompanied by a report of the Statutory Auditor.  

62.3     Annual financial reports of the Association shall be audited by an independent audit company, preferably from the Group of the Big Four.  

62.4     Audited financial reports shall be sent to each Principal Member of the Association, together with the notice of convocation of the first General Meeting of each year.  

63.         Dissolution and liquidation  

Should there remain assets following payment of liabilities to all creditors as a result of dissolution and liquidation of the Association, such assets shall not be distributed to Association Members. Assets remaining after liquidation shall be directed to a non-profit organization having similar purposes and objectives.  

64.         Internal regulations  

64.1     The Board of Directors shall be entitled to approve, amend and supplement the internal regulation, for the following purposes:

a)             accomplishing the objectives and purpose of the Association;

b)             applying the criteria on the quality of Association Member;

c)             carrying out in an orderly and effective manner own procedures and procedures of the General Meeting;

d)             convening own sessions; and

e)             operation of various permanent and ad-hoc commissions.  

64.2     Such internal regulations shall strictly follow the principles, objectives and purpose of the Association and shall not run counter the provisions of the Statutes herein or the decisions of the General Meeting. Association Members shall be informed on all approved regulations and all amendments and supplements adopted by the Board of Directors.  

65.         Insufficient dispositions  

65.1     In all circumstances where regulations, procedures or activities of the Association are not explicitly provided in the Statute herein, they are supplemented with the provisions of Romanian laws.  

65.2     Should Statute provisions not be applicable due to the insufficient number of members, such provisions shall not be repealed but shall become effective as soon as the number of members allows it.  

66.         Amendment of the Statute  

66.1     The Statute may only be amended or complemented in any way based on a decision of the General Meeting.  

66.2     The Statute may only be amended or complemented in any way subject to the unanimous consent of the Founding Members.  

 

The Statutes herein were prepared in 6 (six) copies, in Bucharest, this 15th day of may, 2008.

 

 

 

 

 




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