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Untitled Document
 Status


    


Status of the Romanian Association for Progress and Civilization (RAPC)


Chapter I. Denomination, juridical nature, headquarters and duration of Association

ART. 1 - The Romanian Association for Progress and Civilization, hereinafter referred to as Association , is a Romanian juridical person of private law, non-profit, non-governmental and apolitical.
ART.2 - The Association is organized and functions according to the provisions of the Government Order no. 26/2000 regarding the associations and foundations (updated) of the Decree no. 31/1954, and of the norms and imperative regulations from the Romanian legislation in force and those specific to the present status.
ART.3 - By the decision of the Administration Council the Association may participate in the setting up of other associations or foundations and affiliate to bodies from the country and abroad, having similar goals and activities and that do not contravene the present status.
ART. 4 - The denomination of the association will be written in all the documents and acts issued by it. The association may have its own badge and seal.
ART. 5 - The Association has the main headquarters in Bucharest, 2 Aleea Meseriasilor, sector 6 and may open branches in the country with juridical personality and/or offices without juridical personality.
ART. 6 - The Association is set up for an unlimited duration, starting from the date of granting the juridical personality by the decision remained definitive, of the Tribunal of Bucharest and the registration in the special register from the clerk's office of this court.

Chapter II. Goal and activities of the Association

ART. 7 - The Association has as goal the sustaining of the progress and the increase of the civilization   degree   at   the   national   and   international   level,   especially   by   research, documentation, information, education activities and raising awareness of the public opinion. ART. 8 - To achieve the goal declared, the Association intends to develop the following type of activities:
  • Thorough research of the causes and factors that determine progress and the civilization degree to define and promote the stimulating ways, means, techniques and procedures;
  • Evaluation of the effects generated by the decisions taken and the regulation adopted by factors and relevant bodies, on the use of the public financial funds, the human and natural resources and to solve the problems of economic-social nature or juridical by collecting and valorization of the data, information and the documentation where they are reflected;
  • The insurance of the public's access to the information regarding the negative and positive factors influencing progress and the degree of increase of civilization, by creating some documentation and collaboration centers with mass-media;
  • The participation to national and international programmes by which they encourage the adopting and application of the performance standards in the evolution of progress and the increase of the civilization degree;
  • The organization and participation to forums and campaigns to raise the publicawareness on the determining factors of progress and increase of the civilizationdegree; "   
  • The collaboration with public and private institutions, with similar national andinternational organizations, by offering specialized consulting and the engaging incooperation and partnership programmes;
  • The issuing of its own publications (information bulletins, studies, research reports etc);
  • The support of the actions and initiatives that answer the Association goal or are complementary to its objectives.

Chapter III. Association patrimony

ART. 9 - The Association has a social patrimony distinct and autonomous towards the patrimony of its members;
ART. 10 - On the date of its settling up the initial patrimony of the Association is 4000 RON resulted from the donations made by associated persons;
ART. 11 - The Association patrimony will be made of the real estate and movables, financial means and securities obtained by the association or resulted from subsequent legal donations, subsidies and sponsorships, as well as other fund resulted from natural or juridical persons from the country or abroad. The donations will be accepted on condition of their acceptance by the Managing Board. The Association patrimony will be completed by the income resulted from the subscription fee and the annual dues of the members, from fees, solicited in the law conditions, for the services solicited through contracts, by collaboration and representation of the third-parties, as well as other sources that do not contravene the laws in force.

Chapter IV. Association members

ART. 12 - The persons that funded the present Association have the position of funding
members.
ART. 13 - Any person that:
  • has never had any condemnation that might make them unworthy of this position;
  • has the recommendation of a member of the Association;
  • accedes to the provisions of the present status; may become a member of the Association.
ART. 14 - The quality of member is gained in the moment when the Managing Board accepts positively the registration petition after the preliminary acceptance and knowledge of the present status.
ART. 15 - The Association members have the following rights:
  • To solicit the debate in the General Assembly of any problem related to the goal and the activities of the Association;
  • To choose and be elected in the managing bodies of the Association;
  • To benefit from moral, juridical and logistic support from the Association in thedeveloping of the actions that were given to them by it.
ART. 16 - The Association members have the fundamental duties:
  • To abide by the provisions of the present status;
  • To support the Association in the organization and development of the actions decided by the managing bodies;
  • To promote, by a professional and civic behavior, the actions regarding the Association goals;
  • To pay the registration fee and the annual due.
ART. 17 - By decision of the Administration Council any person of Romanian or foreign nationality may become an honorary member of the Association that distinguished themselves by a special contribution to the promotion and achievement of the goal and activities of the Association. The quality of honorary member does not imply the rights and duties provided in the present status, except for ART. 21, paragraph 1 and 2. ART. 18 - The quality of member is personal and cannot be transmitted to the successors. ART. 19 - The quality of member ceases by:
  • Giving up to the member quality;
  • Exclusion;
  • Death.
ART. 20 - The members may give up anytime this quality. The cessation of the quality member occurs in the moment of presentation and registration of the giving up petition to the Association secretariat. The petition must not be motivated.
ART. 21 - The loss of the member quality by exclusion may occur in any of the following situations:
  • Making of a deed that brings prejudices to the Association image;
  • Condemnation  for  deeds  that  contravene  the   goal   and   objectives   of the  Association;
" Repeated breaching of the statutory fundamental obligations. If a member of the Association makes the object of some stories in the mass-media (allegations) concerning the making by them of some deeds that may bring prejudices to the Association image. The Administration Council has the obligation, within 7 seven days from the notification of any Association member, to solicit the person in question the expressing of a position on the respective situation.
The person in question must transmit the Administration Council, within 7 seven days, its answer, that must contain the options this one has in view to protect the Association's image and interests (expression of the right to answer to the respective allegations, self-suspension etc.).
The Administration Council has the obligation to issue a decision, within 7 seven days, on the position expressed by the person making the object of allegations. If the Administration Council considers unsatisfactory the answer of the person in question will decide its suspension until the clarification of situation or application of the procedure provide in ART. 21, paragraph 1.
If a member of the Association makes the object of a penal inquiry for the making of some corruption deed or assimilated to these according to the law, they will consider themselves suspended until the pronunciation of a definitive decision. If by the definitive decision the person in question is declared guilty they are considered excluded without the decision of the managing bodies of the Association.
ART. 22 - The decision of exclusion or suspension of a member of the Association represents the competence of the Administration Council and must be motivated, the exclusion offering the person in question, the way to attack the appeal to the General Assembly that decides ultimately.

Chapter V. Organization, functioning, administration and control of the Association

Section 1. Association organization

ART. 23 - (1) The Association has the following organization structure:
  • The General Assembly of the members, representing the managing body of the Association;
  • Chairman, that is the representative of the Association in the relations with third-parties and the Administration Council that insures the administrative management;
  • The executive manager, that insures the executive management (operational);
  • Censor, named by decision of the General Assembly that controls the Association.

Section 2. General Assembly

ART. 24 - The General Assembly is made from all the Association members.
ART. 25 - The General Assemblies are of 2 types: ordinary and extraordinary.
ART. 26 - The ordinary General Assemblies occur once a year, at least thirty days before the balance sheet for the previous year. The ordinary General Assemblies are summoned by the Administration Council, at least 10 days before the meeting. The quorum necessary for the ordinary General Assembly to take place is 50% plus 1 from the number of members. The first summoning may contain the date for the second one, if the quorum of members necessary might not be achieved. The second summoning is statutory regardless of the number of participants.
ART. 27 - The extraordinary General Assemblies may be summoned on the Chairman's proposal, the Executive Manager's or the proposal of 2/3 from the number of members at least 10 days before the meeting. The quorum necessary at the first and second summoning is the same as in the case of the ordinary General Assemblies.
ART. 28 - The decisions of the ordinary and extraordinary General Assemblies are adopted with a majority of 2/3 from the present members. The voting manner is established by the General Assembly. They accept the voting by correspondence, special mandate, fax, telex, email.
ART. 29 - The ordinary and extraordinary General Assemblies are led by the Chairman of the Administration Council assisted by a secretary chosen that will draw up the minutes of the meeting. If the Chairman is absent, the meetings are led by another member of the Managing Administration Council, appointed by the vote of the present members of the Association. The minutes, signed by chairman and secretary, will be registered in a numbered and sealed register that is kept at the association headquarters. ART. 30 - The General Assembly has the following attributions:
  • Appoints and revokes the members of the Administration Council; .."    Decides on the modifications an amendments of the present status;
  • Approves the receipt and payment budget of the association and the annual returns;
  • Receipts the Administration Council annually and at the end of office of some members of it; '
  • Approves the activity programme of the Association, in accordance with theproposals of the Administration Council; "    Decides on the settling up of branches, representations and/or offices;
  • Decides on the members' performance and dues;
  • Establishes the attributions of the Administration Council;
  • Controls the activity and the management of the Administration Council and the control bodies;
  • Establishes the rules on the summoning form and the manner voting for the ordinary and extraordinary assemblies;
  • Appoints the Censor and establishes its remuneration;
  • Decides on the dissolving and liquidation of the Association in the conditions provided by the statutory provisions;
  • Exercises any other attributions that are not in the responsibility of the Administration Council or the control bodies.

Section 3. Administration Council

ART. 31- The Administration Council is the administrative leading body of the association being made of 7 persons elected by the General Assembly among the association members. Out of these they appoint a chairman.
ART. 32 - The mandate of the members of the Administration Council is of 3 years from the date of their election by the General Assembly. The members of the Administration Council are re-eligible but they cannot exercise at most two consecutive mandates. The election or renewal of the Administration Council members is made in the meeting of the General Assembly of the Association members summoned one month before the mandates' expiry.
If one member of the Administration Council can no longer fulfill their mandate due to resignation, death or other unavailability causes, the Administration Council may decide by vote the appointing another member of the Association that will insure the interim until elections take place in the General Assembly or until the unavailability cause ceases.
If one member of the Administration Council is absent from three consecutive meetings of the Council, without the vote delegation, preventing the effective deployment of its activity, the Administration Council may decide by vote the replacing of this member by appointing another member of the Association that will insure the interim until elections take place in the General Assembly.
The number of members in the Administration Council designated by appointing may not surpass 3.
ART. 33 - The Administration Council is a collective leading body having a deliberative character. It meets monthly or any time it is necessary, on the chairman's summoning or of 4 old members as well as on the proposal of the executive Manager. The summonings are made in writing mentioning the agenda. The quorum necessary to deploy the meetings is 4 of its members.
ART. 34 - The meetings of the Administration Council are led by the chairman and, if they are absent, by another member of the Administration Council designated by vote or consensus. The debates contents are registered in minutes signed by al the present members. The decisions are adopted by consensus and in case of divergence by the simple majority of its members. In case of tiebreak, the chairman's vote is decisive.
ART. 35 - The Administration Council has the following attributions:
  • Insures the administrative management of the association; " Draws up the Association's budget by chapters;"        
  • Draws  up  and  submits  for approval  by the  General  Assembly  the association's programmes and activity plans;
  • Submits for approval by the General Assembly the association's budget and the annual returns;
  • Initiates programmes to develop the Association's activity;
  • Approves the activity reports of the executive manager;
  • Approves the setting up/elimination of the association's branches or offices;
  • Establishes and develops the relations with the associates and approves the affiliation to organizations or coalitions having similar goals and activities from the country or abroad;
  • Proposes and approves the modifications of the association status;
  • Suspends the member quality of those persons that are susceptible by actions that affect the association's interests;
  • Approves the organization chart of the employed staff;
  • Appoints and revokes the executive manager establishing their salary and attributions;
  • Achieves any other task established by the General Assembly;
  • Approves the regulation of organization and functioning of the association;
  • Designates nominally, by decision, the persons having the right to sign in the bank.

Section 4. Association's chairman

ART. 36 - The Association's chairman is the Chairman of the Administration Council.
ART. 37 - The chairman is elected by the General Assembly for a mandate of 3years.
ART. 38 - The chairman has the following attributions:
  • Represents the association in the relations with the third-parties;
  • Chairs the meetings of the General Assembly and the Administration Council;
  • Coordinates the activity of the Administration Council applying its decisions;
  • Proposes the suspension of the executive manager and presents the suspension report to the Administration Council;
  • Suspends the decisions of the executive manager if they bring prejudices to the association;
  • Signs the employment contract of the executive manager.
ART. 39 - For solid reasons, the chairman may delegate, partially or totally, their attributions to another person from the Administration Council or to the executive manager for a period determined in time answering jointly for the acts and deeds of their authorized person. If the chairman cannot fulfill their mandate due to resignation, death or other unavailability causes, the Administration Council may designate by vote the appointing of a new chairman that will insure the interim until elections take place in the General Assembly or until the unavailability cause ceases.

Section 5. Executive manager

ART. 40 - The executive manager is appointed and revoked by the Administration Council. They may be suspended by the Administration Council on the motivated proposal of the association chairman.
ART. 41 - The executive manager has the following attributions:
  • Represents the association in the relations with the third-parties within the limits established by the Administration Council and the regulation of organization and functioning being allowed to conclude contracts and administration documents on behalf of the association;
  • Applies the decisions of the leading bodies as well as the activity programmes of the association as they were established by the General Assembly or the Administration Council;
  • Participates, without having the right to vote, to the meetings of the Administration Council;
  • Summons the meetings of the Administration Council and the extraordinary General Assembly;
  • Insures the operative management of the association in the intervals comprised between the meetings of the Administration Council;
  • Presents the Administration Council reports on their activity and that of the association;"Proposes the receipt and expenditure budget, makes the balance sheet and the regulation of organization and functioning;
  • Establishes the organization chart of the employed staff and their attributions;
  • Establishes the honorarium for collaborators and the salary of the employed staff;"Answers for the updated keeping of records of the association and for the book-keeping besides the specialized staff according to the legislation in force; "    Takes   administration  and  preservation  measures  for  the   association patrimony  being  responsible  before  the  Administration  Council  and chairman for their deeds;
  • Signs the employees' labor contracts.
ART. 42 - The attributions of the executive manager may be delegated, for solid reasons, to a member of the Administration Council or a subordinated person, in the latter case the delegation being possible only for determined operations.
ART. 43 - The executive manager may give up unilaterally to their position with a 30 day note.
The resignation must be accepted by the Administration Council that will also decide on the administration receipt.

Section 6. Control bodies

ART. 44 - The association control is made by a Censor or a censor board according to law, appointed by decision of the General Assembly for a mandate of 2 years. The censor (or at least two members of the censor board) will have specialty training.
ART. 45 - The censor may be remunerated for their activity, the quantum of the pay being established by the General Assembly.
ART. 46 - To exercise control, the censor will be presented, on their request, the association registers, the data regarding the association activity and the patrimony situation.
ART. 47 - In the exercise of their control function, the censor will have access to all documents of the association; they may participate, without having the right to vote, to the meetings of the Administration Council.
ART. 48 - The censor has the following attributions:
  • Checks the financial-accounting activity of the association and the administration of patrimony by having access to its accounting records;
  • Presents the Administration Council periodic quarterly reports or at any other interval, on their request, as well as a n annual report on the balance sheet and the receipt and expenditure budget of the association;"  In special cases, solicits the summoning of the Administration Council and the extraordinary General Assembly.
ART. 49 - The censor cannot take decisions with an executive character and conclude administration documents.

Chapter VI. Responsibilities

ART. 50 - The persons having managing, execution and control positions within the association answer, according to law, for the consequences of the actions approved by them an the prejudices that might result in accordance with their responsibilities from their status. The potential material liabilities are established in accordance with the provisions of the status and the laws in force by the bodies within the association or any other bodies authorized bylaw in the limit of their competences.

Chapter VII. Dissolving and liquidation of Association

ART. 51 - The dissolving and liquidation of Association may be made:
  • By the will of the founding members;
  • By decision of the General Assembly with the vote of 2/3 from the number of the persons present;
  • In other situations provided by the law.
ART. 52 - The attribution of the association's net worth resulted after liquidation to a non-profit juridical person, with similar goals and activities, is decided by the General Assembly by the vote of simple majority of those present.

Chapter VIII. Litigations

ART. 53 - The association's litigations with natural or juridical persons will be solved amicably. If this is not possible, the litigations are brought before the Romanian court laws.

Chapter IX. Final provisions

ART. 54 - All the expenses occasioned by the setting up of this association will be registered in the accounting of the first activity year.
ART. 55 - The modifications or amendments to the present status are made by decision of the General Assembly, except for the modifications related to the central headquarters of the association or the branch headquarters that may operate by decision of the Administration Council. The provisions of the regulation of organization and functioning elaborated and adopted in accordance with the provisions of the present status make integral part from the present status. The General Assembly approves the regulation of organization and functioning within 12 months from the entry into force of the present status.
ART. 56 - The provisions of the present status are amended by the imperative norms of the Romanian legislation in force.
ART. 57 - The present status was drawn up in 5 copies and presented for authentication.





 
   © 2007 Asociatia Romana pentru Progres si Civilizatie
Un proiect: IPD Studio