THE
STATUTE
OF
THE ASSOCIATION OF FINANCIAL COMPANIES IN
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
14. Representation of the Associates
16. Obligations of the Association members
17. Withdrawal of the Association members
19. Industries covered by Association members
20. Partners of the Association
21.
Bodies of the Association
22. Structure of the General Meeting of the Association
23. Convening the General Meeting
25. Responsibilities 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
SECTION
V – ADMINISTRATIVE PROVISIONS
58. Minutes and decisions
61. Accounting
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,
2)
BRD Sogelease IFN SA., a
Romanian legal person, having its registered headquarters at 1-7,
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,
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.
1.1
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.
2.1
The name of the Association
is “Asociatia Societatilor Financiare din
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
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.
6.1
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
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
7.3
The Association may create
foundations, may be a founding associate or may become a member of other
non-profit organisations in
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.
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.
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
d)
UniCredit Leasing Corporation IFN S.A.
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.
A.
General provisions
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.
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).
24.1 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.
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.
33.1 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.
34.1 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.
36.1 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.
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.
46.1 Industry Committees
can establish and shall coordinate Specialty Committees in the following fields:
a)
Legal Committee;
b)
Consumer Credit
Committee;
c)
Tax Accounting and
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.
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,
§
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.
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.
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
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.
54.1 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.
55.1 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.
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.
58.1 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.
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.
61.1 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.
62.1 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.
64.1 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.
65.1 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.
66.1 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