Art.1. The “TRANSILVANIA” Center for Pluralist and Regional Studies, hereinafter the “Association”, shall be established in accordance with the provisions of Government Ordinance no. 26/2000 and its subsequent amendments, by the following founding members:
This name shall be specified in all the documents and statements and when establishing relations with other organizations.
Art.2. The Association is a Romanian nongovernmental nonprofit legal entity, made up of individuals who decide to join the organization of their own free will and to provide their material contribution, knowledge and work for the benefit of the local community. The organization’s activity is governed by the Romanian legislation and by these bylaws.
Art.3. The Association has legal person status in accordance with the provisions of Government Ordinance 26/2000 as subsequently amended and supplemented and on account of its registration as legal entity in the Register of Foundations and Associations at the TârguMures Court of First Instance.
Art. 4. The Association is a nonprofit private legal entity, fully autonomous from a structural, functional and economic perspective.
Art. 5. From the date of acquiring legal person status, its management bodies shall be autonomous with respect to any national or foreign organization, society, association or foundation it establishes relations with, as well as with respect to governmental or public administration bodies and any other political or nonpolitical bodies or authorities. The Association’s autonomy as an authorized private legal entity is guaranteed by law.
Art. 6. The Association is headquartered at no. 15, Târgului st, TârguMures, Mures county.
It is possible to relocate the Association’s headquarters if it is considered necessary for the purpose of improving its activity. Any decision to relocate shall be made by the Board of Directors and communicated to the court that governs the Association, specifying both the former and the new address.
Art.7. The Association shall operate for an indefinite period of time from the date of its registration in the Register of Foundations and Associations.
Purpose and Objectives
Art. 8. The purpose of the Association is to promote scientific, cultural and social activities.
In order to achieve such purpose the Association shall have the following objectives and activities:
a. initiate, support and foster scientific, cultural and social projects;
b. carry out individual programs and partnerships with public authorities and national or foreign private entities;
c. produce its own publications (books, magazines) and provide support for the publication of scientific works in accordance with the provisions of paragraph a);
d. organize meetings on scientific, cultural and social matters (regional, national and international conferences, communication sessions, debates, roundtable talks, cultural events);
e. provide assistance and guidance to people who are interested in engaging in activities similar to the ones carried out by the Association;
f. support its members who want to participate in similar events nationwide or abroad;
g. establish scholarships for researchers (especially young people) dedicated to the study of topics that are consistent with the main purpose of the Association;
h. create databases and an archive (including a digital one) for topics that are consistent with the main purpose of the Association, which could be made available to academically qualified researchers at the Association’s headquarters or on the organization’s website, as the case may be and in accordance with a set of rules established by the General Assembly;
i. organize training and educational activities in compliance with the main purpose of the Association;
j. organize and promote activities aimed at memorializing regional history and exploiting the local cultural heritage for tourism purposes, in compliance with the legal provisions in force;
k. obtain and use, in compliance with the law, financial or other types of resources such as donations, subsidies, objects and other contributions in order to fulfill the purpose of the Association;
l. carry out its own economic activities for selffinancing purposes;
m. engage in charity activities to the extent that such activities are socially justified and do not affect the fulfillment of the main purpose of the Association.
Art. 10. Apart from the founding members, membership to the Association can be acquired by natural or legal persons who submit a written membership request stating their agreement to the statutory provisions and to other specific regulations and their willingness to contribute to the fulfillment of the intended purpose and objectives. The membership request shall be analyzed by the Board of Directors, who will put it to a vote; requests shall be admitted only by unanimous vote.
Membership can be granted to natural persons regardless of their age, profession, gender, citizenship, nationality, ethnic origin, political or religious affiliation, social origin or wealth, who according to the membership request undertake to comply both with the Association’s bylaws and with its internal regulations.
The members may be: natural persons, associations or legal entities located in the country or abroad, and their representation in the General Assembly shall be nominal (one vote for each legal person).
Art. 11. The persons who fulfill the following conditions may be “honorary members” of the Association:
a. be a member of the Association;
b. be recognized by the community;
c. having been involved in activities aimed at promoting the values of the local community;
d. obtain the unanimous vote of the Board of Directors.
Rights and Obligations
Art. 12. Members and founding members of the Association have the following rights:
a. to participate in the decisionmaking process as far as the Association’s activity is concerned;
b. to elect the management of the Association and be elected therein;
c. to receive free publications and other materials published by the Association;
d. to have access to the Association’s database;
e. to receive, upon request, all the available relevant information;
f. to recommend new members, to participate in the activities carried out by the Association;
g. to agree or not with some of the actions undertaken by the Association;
h. to make suggestions and provide constructive criticism with regard to the Association’s activity and programs.
Founding members and honorary members are exempt from the membership fee:
Honorary members have the following rights:
a. to receive free publications and other materials published by the Association;
b. to have access to the Association’s database;
c. to receive, upon request, all the available relevant information;
d. to recommend new members, to participate in the activities carried out by the Association;
e. to make suggestions and provide constructive criticism with regard to the Association’s activity and programs.
Art.13. The members of the Association have the following obligations:
a. to comply with statutory provisions;
b. to pay the membership fee on time;
c. to help increase the reputation of the Association and to promote its actions;
d. to provide moral and material support to the Association’s activities;
e. to be held liable criminally, civilly or in disciplinary proceedings, as the case may be, for any actions that may jeopardize the purpose of the Association.
Art. 14. Membership status may be lost due to:
c. legal declaration of death;
e. failure to comply with the Association’s bylaws and internal regulations;
f. final conviction for any moral and/or material damage caused to the Association or to its activities;
g. defamation of the Association’s activities;
h. dissolution or liquidation of the Association.
The exclusion shall be decided by the Board of Directors, by unanimous vote, for the serious violation of statutory provisions.
If one of the founding members (legal entity) is dissolved, deregistered or subjected to insolvency proceedings, such member shall be replaced and shall lose membership status as a result.
Art. 15. Sanctions. For violating the provisions of these bylaws or for carrying out actions that are detrimental to the interests of the Association the following sanctions shall be applied as appropriate:
a. verbal warning by the Association’s Board of Directors;
b. written warning;
c. suspension of membership for a period between one month and 12 months;
d. exclusion from the Association;
e. introducing civil actions or lodging criminal complaints, as the case may be, with the competent bodies;
Such measures shall be proposed by the Board of Directors and shall be voted by the General Assembly in ordinary or extraordinary session.
Art. 16. The members who withdraw or are excluded shall have no right over the Association’s assets.
Assets of the Association
Art.17. The initial assets of the Association amount to 800 (eight hundred) lei in cash. This amount shall be supplemented by:
a. enrollment fees;
b. membership fees (established by the Board of Directors, with the approval of the General Assembly);
c. interests and dividends resulting from the placement of available funds in compliance with legal provisions;
d. revenues resulting from the direct economic activities (according to art. 48 of Government Ordinance no. 26/2000 as subsequently amended) of the Association or of its branches;
e. donations, sponsorships or related sources;
f. donations and other cash or inkind contributions from individuals or legal entities;
g. sponsorships from the country or from abroad for the fulfillment of the Association’s purposes;
h. resources obtained from the state budget and/or from the local budgets and/or from third parties, either individuals or legal entities, who intend to support the core activities of the Association;
j. other revenues as established by law.
Art. 18. Financial and asset transactions shall be recorded in accordance with legal provisions and methodological norms.
The assets cannot be alienated or burdened by debts or other personal obligations of the Association’s members.
Responsibility for the management of the assets and for financial management belongs to the persons designated by the Board of Directors.
Successions can only be accepted under beneficium inventarii.
The records of the assets shall be kept in accordance with the provisions of the laws and methodological norms in force.
The annual inventory carried out by a designated commission shall be analyzed and approved by the Board of Directors.
Art. 19. In order to provide the necessary financial resources, the Association shall carry out activities for the purpose of covering the expenses related to the maintenance of the Association.
Management, Administration and Control Bodies
Art. 20. The Association operates through the following bodies:
a. General Assembly;
b. Board of Directors;
Art. 21. The General Assembly is the management body of the Association made up of all the members.
The General Assembly has the following responsibilities:
a. establish the overall strategy and objectives of the Association;
b. approve the revenue and expenditure budget and the balance sheet;
c. elect and dismiss the members of the Board of Directors;
d. elect and dismiss the auditor;
e. establish the level of the fee and the payment method;
f. admit or exclude members;
g. approve the association or cooperation with other similar organizations;
h. make decisions about the setting up of branches and other territorial structures;
i. make decisions about the modification of the articles of association and of the bylaws;
j. make decisions about dissolving or liquidating the Association.
The ordinary General Assembly is called annually. An extraordinary General Assembly may be called by the Board of Directors whenever it is deemed necessary.
Art. 22. The General Assembly is called by registered letter with confirmation of receipt 15 working days prior.
The General Assembly is legally in session if 50% of the members (founding and regular members) are present, and decisions shall be made with at least 50% of the votes plus 1 out of the total number of members present.
Art. 23. In the period between the General Assembly meetings, the Association’s activity shall be managed by the Board of Directors, which is made up of:
a. one president;
b. one vicepresident;
c. one secretary;
The members of the Board of Directors shall be elected by secret vote by the members of the General Assembly.
At least 2 (two) of the members of the Board of Directors shall be recruited from the founding members of the Association.
Art. 24. The Board of Directors has the following responsibilities:
a. elect the President of the Association
b. submit to the General Assembly the activity report for the previous period, the execution of the revenue and expenditure budget, the annual financial statements, the draft revenue and expenditure budget and the draft programs of the Association;
c. enter into legal acts in the name and on behalf of the Association;
d. approve the Association’s organization chart and personnel policy;
e. make decisions about the setting up of new branches;
f. make decisions about the modification of the Articles of Association and of the Bylaws;
The discussions and decisions shall be recorded in a Record of the Minutes. The minutes shall be signed by all participating members. In the period between the meetings, the president of the Board shall ensure the implementation of the measures established by the Assembly and the Board.
Art. 25. The internal financial control of the Association may be exercised by an auditor, elected by secret vote by the members of the Association’s General Assembly. The auditor, if appointed, shall have the following responsibilities:
a. evaluate the way in which the Association’s assets are administered;
b. draw up reports and submit them to the General Assembly;
c. can attend the meetings of the Board of Directors without voting rights;
d. fulfill any other responsibilities as established by the General Assembly.
Responsibilities of the Management Team
Art. 26. THE PRESIDENT:
a. coordinates the activity of the Board of Directors during his term of office;
b. ensures the continuity and permanence of the Association’s activity;
c. represents the Association in all the situations that require his presence and signature;
c. cooperates with the vicepresident and informs him about the Association’s activity and signs all the documents on behalf of the Association;
d. shall take part or delegate a member of the Board of Directors to participate in all the commercial transactions that are carried out for the Association;
e. supervises the proper management of the Association’s funds and resources;
f. approves the list of members of the Association and signs the IDs of the members;
g. approves the quarterly draft activity programs of the Association.
a. helps the president and cooperates with him in fulfilling the statutory tasks and objectives and the objectives derived from the Board’s activity programs;
b. supervises the relations with government bodies, nongovernmental organizations, sponsorship activities etc.;
c. acts as interim president when the president is unable to exercise his responsibilities.
a. plans the activity of the Board of Directors, prepares the documents for the meetings and ensures the presence of the Board at the meeting;
b. keeps records of the papers and documents resulting from the activity of the Board and of the Association;
c. draws up the minutes of the Board meetings and ensures the timely fulfillment of its decisions;
d. conducts the correspondence of the Board;
e. keeps updated records of the members of the Association;
f. coordinates the activity of the secretariat of the Association;
g. ensures the collection of fees, of the subscriptions to the Association’s magazine and of the cost of other publications;
h. collects the fees for participation in various events;
i. pays the expenses approved by the president or by the Board of Directors;
j. monitors performance throughout the financial year and the drawing up of the balance sheet;
k. records the proceeds from donations and other sources in the Association’s accounts;
l. drafts monthly cash reports and submits a detailed report to the General Assembly regarding the Association’s funds and assets.
Chapter VIII Final Provisions
Art. 27. The Association has its own symbols (stamp and logo).
Art. 28. Dissolution and liquidation of the Association. Transfer of assets.
Dissolution of the Association. The association can be dissolved:
a. de jure;
b. through the ruling of the court of first instance or of the tribunal, as the case may be;
c. through the decision of the General Assembly.
Art. 29. The association is dissolved de jure:
a. because it has accomplished or, as the case may be, because it has proved unable to accomplish the purpose for which it has been set up, unless within 3 months of noticing this its purpose has not been modified accordingly;
b. because of the impossibility to set up the General Assembly or the Board of Directors according to the bylaws of the Association, if this situation has been going on for more than one year from the day when, according to the bylaws, the General Assembly, and, as the case may be, the Board of Directors should have been set up;
c. because of reducing the number of associate members under the limit set by the law, if the number has not been completed for 3 months.
The dissolution is confirmed through the ruling of the court in whose administrative area the Association headquarters are found, at the request of any interested person.
Art. 30. The Association is dissolved, through court ruling, at the request of any interested person under the following circumstances:
a. when the purpose or the activity of the Association has become illicit or contrary to public order;
b. when the purpose is meant to be achieved by illicit means or by means contrary to public order;
c. when the Association envisages other purposes than those for which it has been established;
d. when the Association has become bankrupt;
The relevant court to give a ruling on the dissolution is the court within the administrative area where the association headquarters are located.
Art. 31. The liquidation of the Association shall be done observing the legal provisions of Government Ordinance no. 26/2000.
Art. 32. In case the Association is dissolved, its assets that remain after the liquidation cannot be transferred to natural persons.
These assets can be transferred to legal persons of private and public law, with identical or comparable purposes, according to the provisions of art.60 of Government Ordinance.
Art. 33. These bylaws were adopted by the General Assembly of the Association on 22.11.2013, and they were drawn up in 9 original copies certified by lawyer Ioana Maria Hintea