ALAI STATUS

BYLAWS

OF THE ASSOCIATION ALAI ROMANIA

(consolidated version)

approved pursuant to the Civil Decision no. 446 of 4.11.2021

of 3rd District Law Court of Bucharest

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.

2
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 the
association
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 time1.

4
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:

Roș Viorel – chairman
Jugastru Călina Felicia – deputy chairperson
Bodoașcă Teodor – deputy chairman
Romițan Ciprian Raul – deputy chairman
Olteanu Edmond Gabriel – deputy chairman
Buta Paul George – deputy chairman
Livădariu Andreea – secretary
Romițan Gheorghe – executive manager
Savu Mariana – member
Ioana Vasiu – member
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.

5
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

6
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 also
rightfully 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 made
up of all association members. The General Assembly holds permanent control
rights over the Management Board and the censor.
The General Assembly establishes the main activity directions 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 be legally reconvened if half plus one of the
association members are present. The General Assembly’s decisions shall be
taken with the simple majority of votes. In case the General Assembly is not
legally established upon the first convocation, it shall be newly reconvened
within no more than 7 days when the General Assembly shall be regarded as
legally reconvened with the attending members. In this case, the decisions are
taken with the simple majority of votes of the attending parties.
Art.17.1 – 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.
Each member shall be entitled to one vote only. A member may be
represented 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

8
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

9
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.

10
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

11
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.

12
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.