Statute

BYLAWS OF THE ASSOCIATION ALAI ROMANIA

CHAPTER I – NAME

Art. 1– In all the documents emanating from the association its name shall be ALAI Romania, according to the certificate of availability of the association name, issued by the Ministry of Justice under no. 192235 of 18.08.2021. The same name shall be used in the correspondence and international relations.

CHAPTER II – HEADQUARTERS OF THE ASSOCIATION

Art. 2 – The headquarters of the association is in Bucharest, Bld. Mircea Vodă, nr.35, Bl. M 27, sc.1, et.6, ap. 16, 3rd District, and it may be relocated according to the law, pursuant to the decision of the Management Board.

CHAPTER III – DURATION

Art. 3 – The association ALAI Romania is established for an unlimited period of time and it relies on the free consent and willful association of its members, for the achievement of the set objectives.

CHAPTER IV – LEGAL FORM

Art. 4 – ALAI Romania is a private, non-governmental, autonomous, apolitical and non-profit Romanian legal entity. The association operates according to the Romanian laws in force, i.e. GO no. 26/2000 on association and foundations, as amended and supplemented.

CHAPTER V – PURPOSE OF THE ASSOCIATION

Art. 5 – The purpose of the association is to protect copyright and related rights, by reviewing and promoting the national law in the field, as well as the EU and international laws.

Art. 5.1 – In order to achieve its purpose, the Association shall collaborate with national institutions and authorities in the field of copyright and related rights, with higher education institutions in Romania, with other national associations having a similar purpose, as well as with natural persons specializing in the field.

Art. 5.2 – In order to achieve its purpose, the Association shall collaborate with the International Literary and Artistic Association (ALAI), with national associations, members of ALAI, as well as with other institutions, bodies or international associations whose purpose is to promote and defend copyright and related rights.

Art. 5.3 – The association may become an affiliate of other national or international associations with a similar purpose.

CHAPTER VI – ACTIVITY OF THE ASSOCIATION

Art. 6 – In order to carry out its activity and achieve the purpose for which it was established, the association’s activity shall materialize through:

  • the review of the national, EU and international laws in the field of copyright and related rights and the performance of research in the field, for the purpose of accurately implementing the same in the national law;
  • the performance of comparative law reviews regarding the national, EU and international law and case-law, and the publication of the same with the Romanian Copyright Magazine or other foreign publications;
  • the presentation of reviews regarding the national laws and case-law in the field upon the occasion of national or international conferences and workshops;
  • the issue of scientific opinions upon the request of public authorities (Parliament, Government, courts of law) or private units; antiplagiarism education in Romania, at all levels (pupils, students, educators, researchers etc.);
  • the organization of classes, conferences, workshops, debates, symposia, round tables, bilateral exchanges, presentations or any other actions or activities meant to promote the law in the field of copyright and related rights in order to protect the rights of authors and performing artists;
  • the establishment of scientific connections in the field of copyright and international cooperation in the field;
  • the facilitation of personal meetings between the members and other persons conducting similar activities in the country and abroad;
  • the participation of association members in conferences, congresses, symposia, scientific communication sessions in the country and abroad, focusing on copyright and related rights;
  • the cooperation with the International Literary and Artistic Association (ALAI), with other national associations, members of ALAI, as well as with other institutions, bodies or international associations whose purpose is to promote and defend copyright and related rights; the cooperation with higher education institutions in the country and abroad for the purpose of promoting and protecting copyright and related rights, the draw up of projects and programs in order to contribute to the scientific development of copyright and related rights;
  • the editing of all types of flyers and publications meant to promote national, EU and international laws pertaining to the protection of copyright and related rights;
  • the collaboration with the state authorities in the field of copyright, as well as with other European and international bodies;
  • the granting of yearly awards for the most valuable papers published in the field of copyright and related rights.

Chapter VII – Initial Patrimony

Art. 7– Upon the establishment of the association, its assets amount to RON 2,000, made up of the in-cash contribution of the founding members.

Chapter VIII – Management, administration and control of theassociation

Art. 8 – The association is managed by the General Assembly, made up of all associates.

The General Assembly decides on the policy and activities of the association. It shall appoint the chairperson, the secretary and the censor, their mandate being of 5 years, with unlimited reelection options. The General Assembly shall appoint the representative(s) of the association in the Executive Board of ALAI, established in Paris on 28 June 1878, for a mandate of 5 years.

We, the founding members, hereby appoint Mr. Viorel Roș as chairman of the association, for a 5-year mandate, which may be extended. We further appoint Mr. Viorel Roș to represent us in the Executive Board of ALAI, for a 5-year mandate, which may be extended for an unlimited period of time.

The General Assembly shall reconvene at least once a year and it shall hold permanent control rights over the Management Board and the censor. Upon the request of 2/3 of the number of members of the association or upon the request of the Management Board, the Extraordinary General Assembly may be convoked.

The General Assembly meetings may also be held through various electric communication means allowing for direct remote communication, and the decisions of the General Assembly may also be signed by the associates via extended electronic signature.

Art. 9 – The Management Board shall be responsible for ensuring the due enforcement of the General Assembly’s decisions. The Management Board shall appoint the executive management, who may also be appointed from among persons who are not members of the association. The Executive manager is a member of the Management Board.

The Management Board is made up of eleven (11) members, elected for a 5-year mandate, with unlimited reelection options.

The initial members of the Management Board of the association are:

  1. Roș Viorel – chairman
  2. Jugastru Călina Felicia – deputy chairperson
  3. Bodoașcă Teodor – deputy chairman
  4. Romițan Ciprian Raul – deputy chairman
  5. Olteanu Edmond Gabriel – deputy chairman
  6. Buta Paul George – deputy chairman
  7. Livădariu Andreea – secretary
  8. Romițan Gheorghe – executive manager
  9. Savu Mariana – member
  10. Ioana Vasiu – member
  11. Gheorghiu Gheorghe – member

Art. 10 – The management of the association shall be controlled by a censor – professionally attested external collaborator, appointed by the General Assembly, or by the Censor Board (3 persons), in case the association has more than 100 members.

Art. 10.1 – We, the founding members, hereby appoint Ms. Găvănescu Adriana, chartered accountant, as censor of the association.

Art. 10.2 – We, the founding members, hereby appoint Ms. Livădariu Andreea as secretary of the Management Board.

Art. 10.3 – The Management Board hereby appoints Mr. Romițan Gheorghe as executive manager of the association, for a 5-year mandate, which may be extended.

Chapter IX – Members of the association

Art. 11 – The members of the association fall under the following categories:

  • founding members;
  • honorific members;
  • associated members.

a) The founding members are the ones who have decided to establish the associations according to the provisions herein.

b) Honorific members may be any Romanian or foreign person, nationally or internationally acknowledged as a remarkable personality in the field of copyright and related rights. The title of honorific member shall be granted by the General Assembly, upon the proposal of the Management Board. This title shall allow them to participate in general assemblies, submit various proposals and they shall further be exempted from the obligation to pay the membership fee.

c) Associated members are Romanian natural persons, without any discrimination based on status, gender, race, language or legal religion and who carry out various activities in the field of copyright and related rights or legal entities established according to the law and having their headquarters in Romania, such as: associations, foundations, companies or bodies carrying out their activity in this area and who request to be granted this capacity in writing.

Legal entities who request to be granted the capacity as associated member of the association must also appoint a natural person to represent them.

Art. 12 – In order to be registered with the association as registered member, a written application (MEMBERSHIP APPLICATION) must be submitted with the Management Board, including the mention as to the acknowledgement of these bylaws. The application shall be discussed during the first meeting of the Management Board, who shall either approve or deny the applicant’s request. The person whose membership application was approved must pay a registration fee of RON 200. This does not apply in the case of founding members, honorific members and honorific chairpersons who shall be members of the association ex-officio.

Associated members must pay a yearly membership fee of EUR 100 (in RON equivalent, as on the payment date) in the case of natural persons, and of EUR 300 (in RON equivalent, as on the payment date) in the case of Romanian legal entities.

The yearly membership fee shall be paid on the March 15th of the current year, in order for the respective party to be able to enjoy the other Association member rights stipulated in the Bylaws.

Art. 13 – The member capacity shall cease:

  • upon the written request of the association member submitted with the Management Board chairperson. The application shall be submitted upon the first meeting of the Management Board, which shall acknowledge such resignation. The resignation shall come into force on the registration date and the applicant shall be informed on such enforcement in writing;
  • by exclusion, in the case of the failure to pay the yearly membership fee for 2 consecutive years, after two written notifications. The exclusion decision shall be taken by the Management Board, with the simple majority of votes;
  • by exclusion, in the case of a final and binding imprisonment sentence. The exclusion decision shall be taken by the Management Board, with the simple majority of votes.

Any excluded member who also holds a position within the management, administration or control bodies of the association shall alsorightfully lose this status.

Art. 14 – The rights of the members are:to elect and be elected;to have access to the information on the activity of the management bodies;to benefit from all forms of defense, support and assistance on behalf of the association as part of their scientific initiatives, as well as to benefit from the facilitation of contacts with natural and legal entities in the country and abroad operating in the field;to benefit from material and moral gratifications for their activity within the association;to be granted access to all the facilities offered by the association (mass-media, publicity, computers, dedicated events etc.);to waive the capacity as a member.

Art. 15 – Obligations

  • to pay the yearly membership fee (by March 15th of the ongoing year), which shall amount to Eur 100 (in RON equivalent as on the payment date), for natural persons and of Eur 300 (in RON equivalent as on the payment date), for legal entities;
  • to abide by the provisions herein;
  • to partake in the activity of the association.

CHAPTER X – ORGANIZATION OF THE ASSOCIATION

A. General Assembly

Art. 16 – The General Assembly is the supreme forum of the association.

Art. 17– The General Assembly is the management body and it is madeup of all association members. The General Assembly holds permanent controlrights over the Management Board and the censor.

The General Assembly establishes the main activity directions of theassociation. It shall appoint the chairperson, the secretary and the censor, theirmandate being of 5 years, with unlimited reelection options.

The General Assembly shall be legally reconvened if half plus one of theassociation members are present. The General Assembly’s decisions shall betaken with the simple majority of votes. In case the General Assembly is notlegally established upon the first convocation, it shall be newly reconvenedwithin no more than 7 days when the General Assembly shall be regarded aslegally reconvened with the attending members. In this case, the decisions aretaken with the simple majority of votes of the attending parties.

Art. 17.1 – The General Assembly meetings may also be held throughvarious electric communication means allowing for direct remotecommunication, and the decisions of the General Assembly may also be signedby the associates via extended electronic signature.

Each member shall be entitled to one vote only. A member may berepresented by another member during the meetings of the General Assembly,on the basis of a power-of-attorney the form and content whereof shall be established by the Management Board. The power-of-attorney may be submitted in original with the Management Board prior to the meeting of the General Assembly or sent via mail, electronically or by fax.

Art. 17.2 – The General Assembly shall reconvene in an ordinary session once a year and in an extraordinary session upon the request of one third of the members of the Management Board.

Art. 17.3 – The place of the General Assembly and the agenda shall be established by the Management Board and shall be communicated to all members of the association at least 10 days in advance, via registered letter, receipt acknowledgement requested, via telephone or email.

Art. 17.4 – The General Assembly holds the following prerogatives:

  • sets the general strategy and the objectives of the association;
  • approves the revenue and expenditure budget and the balance sheet;
  • approves the discharge to be granted to the management board;
  • elects and revokes the chairperson, the deputy chairpersons and the secretary of the association, as well as the censor. Their mandate shall be of 5 years.
  • elects and revokes the members of the Management Board;
  • upon the proposal of the Management Board, may grant the title of honorific chairperson to a members, provided that the latter has held the capacity of chairperson for a period of at least four (4) years and that their service to the association are remarkable;
  • decides upon the establishment of subsidiaries;
  • amends the bylaws of the association;
  • decides on the dissolution and winding up of the association and on the destination of the goods remaining after the winding up;
  • appoints the person who will sign the protocol of the general assembly;
  • any other duties stipulated under the law.

Art. 18 – Upon the request of 2/3 of the number of members of the association or upon the request of the Management Board, the extraordinary General Assembly may be convoked.

Art. 19 – The associate who, in a certain matter subjected to the decision of a general assembly, is interested, either personally or through the spouse or their ascendants or descendants, collateral relatives or relatives up to and inclusive of the fourth degree cannot participate in the deliberation or votes. The associate infringing the aforementioned provisions shall be liable for the prejudice caused to the association in case the required majority could not be obtained without their vote.

Art. 20 – The decisions made by the general assembly within the limits of the law and of the bylaws are mandatory even from associate members who did not attend the general assembly meeting or voted against. The decisions of the general assembly that are contrary to the law or to the provisions herein may be challenged in court by any of the associated members who did not attend the general assembly meeting or who voted against and requested that their option be entered with the protocol of the meeting, within 15 days as of the date when they became aware of the decision or as of the meeting date, as applicable.

Art. 21 – During the period between two general meetings, the activity of the association shall be managed by the Management Board, while the current activity shall be carried out by an executive manager who shall be a member of
the Management Board and authorized by the same from among the associated members or may be from outside the association or a representative of a legal entity who is an associated member of the association.

B. Management Board

Art. 22 – The Management Board is made up of 11 members:

  • the chairman of the association, who also is a chairperson of the Management Board, for a 5-year mandate, with the reelection possibility;
  • 5 deputy chairpersons, for a 5-year mandate, with the reelection possibility;
  • three members elected by the General Assembly for a 5-year mandate, with the reelection possibility;
  • the secretary of the association, for a 5-year mandate, with the reelection possibility;
  • the executive manager, for a 5-year mandate, with the reelection possibility.

Art. 23 – The Management Board shall ensure the management of the association between two general assemblies. To this end, it shall reconvene whenever required, adopting decisions with the majority votes.

Art. 24– The meetings of the Management Board may also be held through electric communication means allowing for direct remote communication, and the decisions may also be signed by members, including via extended electronic signature.

Art. 25 – The agenda of the meeting shall be established by the chairperson and communicated to the board members at least 5 days prior to the date set for the meeting. The General Assembly decisions shall be taken with the simple majority of votes. The Management Board shall be reconvened via registered letter, receipt acknowledgement requested, via telephone or email.

Art. 26 – The Management Board shall hold the following competencies:

  • appoints an executive manager from among the associated members or may be the representative of a legal person who is a member of the association. The executive manager may also be appointed from among persons who are not members of the association. The executive manager may receive a monthly indemnity;
  • submits with the General Assembly the activity report for the previous period, the implementation of the revenue and expenditure budget, the accounting balance sheet, the revenue and expenditure budget and the association program project;
  • approves the relocation of the association’s headquarters according to the law;
  • concludes legal acts on behalf of the association;
  • authorizes the chairperson and the executive manager (who shall represent the association in its relations with third parties) to carry out the current activity of the association;
  • accepts donations and bequests made to the association;
  • approves the association’s organization chart and personnel policy.

Art. 27 – The decisions made by the Management Board within the limits of the law and the bylaws are mandatory even for the members of the management board who did not participate in the meeting or voted against it. The decisions of the Management Board that are contrary to the law or to the provisions herein may be challenged in court by any of the management board who did not attend the general assembly meeting or who voted against and requested that their option be entered with the protocol of the meeting, within 15 days as of the date when they became aware of the decision or as of the meeting date, as applicable.

C. The censor

Art. 28 – The censor ensures the financial control of the association. To this end, it shall check, at least once a year, the management of the company’s assets, drafting reports that are then submitted with the General Assembly.

The censor may attend the meetings of the Management Board without any voting rights.

Art. 29 – In case the association has more than 100 members, the financial control of the association shall be exerted by a team of censors made up of 3 members, of which at least one must be an authorized or chartered accountant.

CHAPTER XI – THE PATRIMONY OF THE ASSOCIATION

Art. 30 – The association obtains its revenue from:

  • the membership fee;
  • donations, sponsorship or bequests;
  • association registration fees;
  • interest from deposits established with the banks;
  • revenue obtained from the organization of scientific events (conferences, workshops, round tables etc.);
  • revenue obtained from the state or local budget;
  • other revenues stipulated under the law;
  • movable and immovable assets that will be purchased.

CHAPTER XII – DISSOLUTION AND WINDING UP

Art. 31 – The association shall be wound up:

  • following the general assembly’s decision;
  • following the decision of the competent court according to the law;
  • rightfully, in case the number of associates drops below the limit established under the law, if the same is not remedied for 3 months or in the case of the impossibility to achieve the purpose for which it was established.

Art. 32 –The association shall be dissolved through a court order in the cases stipulated under the law.

Art. 33 – The winding up may be carried out by natural or legal persons, who must be receivers authorized under the law.

Art. 34 – The assets remaining following the winding up shall be transferred to private or public legal entities with identical or similar purposes.

CHAPTER XIII – FINAL PROVISIONS

Art. 35 – The provisions herein shall be supplemented by the provisions in GO no. 26/2000 on associations and foundations, as amended and supplemented.

Art. 36 – For the performance of the whole procedure for the acquisition of the legal personality of the association, we hereby authorize: Livădariu Andreea (…) or Romițan Gheorghe (…).

Art. 37 – These bylaws were drafted in 3 counterparts, all having the force of an original.

Art. 38 – In witness whereof, we, the founding members of ALAI Romania, hereby execute these bylaws.