Statute of ROMTRANSPLANT Association

Chapter I. Name and headquarters of the association

Art. 1. The name of the association is ROMTRANSPLANT (The association of specialists in the field of transplantation).

Art. 2. The main headquarter is in Bucharest, Calea Floreasca nr. 8, sector 1.

Chapter II. Duration, goal and objective of the asociation

Duration of the association

Art. 3. The duration of the association is of 15 years from the moment of its legal registration.

Goal of the association

Art. 4. The main goal of the association is to improve the medical assistance of patients with various organ failures that may benefit from transplantation. Patients with these conditions will be in the center of the activity of ROMTRANSPLANT.

Art. 5. ROMTRANSPLANT reunites doctors who share the same interest in transplantation, creating the conditions for the integration of Romania among the European countries with a reknown activity in the field of transplantation.
The association will only use the rights necessary for reaching its goal and its destination. According to the dispositions of art. 9, paragraph 2 of Law 21/1924, the association will be able to contract obligations only in the purpose of reaching this goal and this destination.

Objective of the association

Art. 6. ROMTRANSPLANT Association, as a representative of the civil society, will support, promote and supervise the activity of transplantation. It will also will make every effort to ensure that harvesting, addressability and transplantation will be a transparent process, based on medical criteria.

Art. 7. The association will supervise the adequate, ethical and moral use of all harvested organs and tissues.

Art. 8. The association will militate for the improvement of the quality of medical assistance in the field of transplantation, for the development of transplant centers, as well as for the creation of adequate systems for training and research in transplantology, with the support of the competent authorities.

Art. 9. The entire activity of ROMTRANSPLANT will take place in accordance with the principles and standards of existing Romanian legislation and with the relevant international conventions, to which Romania is or will take part, especially EUROTRANSPLANT.

Art. 10. The association will militate, through a sustained and adequate educational and informational process, for promoting organ donation in the spirit of the moral, ethical and Christian characteristics of our geographical region.

Art. 11. ROMTRANSPLANT Association will periodically organize scientific meetings with the aim of increasing the general scientific level in this field and of ensuring a correct reporting at a national level of the activities of the transplant centers and of the association.

Art. 12. The association will edit a periodical bulletin for the information of its members and of society, especially mass-media. Depending on its possibilities and evolution, ROMTRANSPLANT will edit its own journal, with educational aims.

Art. 13. Until March 31-st of each year, each branch of the association will report to the Executive Committee the total number of transplants performed in its geographical area as well as the number of patients on the waiting lists for each type of transplantation, the immunological characteristics of the patients and the transplant emergencies.

Chapter III. Patrimony of the association

Art. 14. The initial patrimony of the association is of 2.100.000 lei, representing 100.000 lei paid cash by each associate. Each associate will offer a contribution of 10.000 lei each month.

Art. 15. The patrimony may be supplimented by :

Chapter IV. Organs of direction, administration and control

Art. 16. The will of the association is manifested through its organs, the general assembly, direction, a steering committee or an executive committee.

Art. 17. The General Assembly is the supreme organ of the association. It consists of all associates. The General Assembly will be headed by the President of the associaiton.

Art. 18. The General Assembly will meet in ordinary sessions 4 times per year, in March, May, September and November, according to art. 36 and 37 of Law 21/1924.

Art. 19. The General Assembly may convene in extraordinary sessions when necessary at the proposal of the Executive Committee and anytime this will be requested by at least 1/5 of the associates.
The summons must contain the place and date of the convocation.
Excepting the cases of emergency ascertained by the Executive Committee, the summons must be communicated at least 3 working days before the date of convocation.

Art. 20. The Executive Committee is composed of :

Art. 21. When those responsible for convening the General Assembly no longer have the necessary qualification, are absent or are in the impossibility of convening, or when they refuse to convene the General Assembly, the President of the Bucharest Court of Law may authorise the associates to convene the General Assembly, to delegate the eldest associate or the representative of the ministry to head the General Assembly and to take act of its decision through a report.

Art. 22. The General Assembly decides :

  1. on the attributes and fees of the associates
  2. on the admittance and exclusion of members of the association
  3. on the forms of convening the General Assembly
  4. on the modes of vote
  5. on the qvorum and majorities with which decisions are to be made
  6. on the appointment of the Executive Committee and of other administration and control organs
  7. to determine the attributes of the organs stated in point f)
  8. to control the activity of the direction, administration and control organs
  9. to individually or collectively revoke the mandates of the members of the direction, administration and control organs, delegating provisional mandates to other associates

Art. 23. The decisions of the General Assembly are taken in accordance with the dispositions of art. 39 of Law 21/1924: "... decisions can only be taken if at least half plus one of the associates convene (absolute majority). At the second convocation decisions can be taken with the absolute majority of those present, regardless of their number. The decisions regarding the dissolving of the association or the changing of its social goal must be voted by at leasty 2/3 of the total number of associates present and absent".

Chapter V. About the associates

Art. 24. The quality of an associate is personal and inalienable, and con not be transmitted to the succesors of the associates.

Art. 25. An associate may retire at any time from the association, with the condition that he/she communicate this decision to the direction and administrative organs at least 6 months before the end of the fiscal year.

Art. 26. The exclusion of an associate may be decided by the General Assembly with a majority of 2/3 of associates.

Art. 27. The associates who retire or are excluded have no right over the social patrimony.

Art. 28. Associates are obliged to pay their dues during the whole time they are associates.

Art. 29. The personal rights gained by an associate, social or extracorporative, are entered in the patrimony of the association, if the associate has not specifically waived these rights in written form.

Art. 30. Within 10 days after the decision becoming of public knowledge, an associate who is absent may contest this decision, if he/she deems it to be contrary to the statute, the constitutive act or to the law.
In this sense, he/she will notify the contestation through a court agent to the direction and administration organs, as well as to the competent ministry.

Art. 31. The decisions of the General Assembly may be attacked by the competent ministry, the public ministry or by interesetd parties in front of the court of law, on the grounds of public order and deviation from the goal of the society.

Chapter VI. Dissolving the association

Art. 32. The association may lose its juridicial personality in the following conditions :

  1. Through the decision of the association when the General Assembly decides on the dissolving according to art. 39
  2. By law :
    1. When the duration for which the association was constituted expires or when the social goal has been achieved
    2. When the goal of the association can no longer be achieved
    3. When the association, due to its insolvability, can no longer continue its activity and must be liquidated
    4. When the direction and administration organs can no longer be constituted in accordance with the statute
    5. When the number of associates is below the limit established by law
  3. By the Court of Law
    1. When the goal or actions of the association have become illicit, contrary to good manners or to public order
    2. When illicit methods are used for achieving the goal, contrary to good manners and public order
    3. When the association, without authorization in accordance with art. 39 regarding changing of its goal, aims to achieve different goals then those for which it was created and which it declared
    4. When the decisions of the General Assembly are taken by breaking statutary dispositions, the constitutive act or the law

Chapter VII. Liquidation

Art. 33. If dissolvation occurs through the decision of the association, the liquidation of the association's patrimony will be done by the direction and administration organs or by those delegated by the General Assembly.

Art. 34. The liquidators, in case of judicial dissolvation, will be named in the sentence which decides on the dissolvation.

Art. 35. In case of lawful dissolvation, at the insistence of the public ministry or of any interested individual, the liquidators will be named in the council chamber, by the civil court at the headquarter of the association.

Art. 36. Liquidation publications will show :

  1. The names of the liquidators and the address where they thave installed their office, if the headquarter of the former administration is no longer available
  2. Addresses to the creditors in order to satisfy their creances

Known creditors must be individually notified.

Art. 37. Publication will be considered to be accomplished 5 working days after its first posting.

Art. 38. Liquidators are obliged, together with the direction and administration directions of the association, to perform the inventory and balance which will remark the exact situation of the actives and passives.

Art. 39. Both the inventory and the balance will be registered by the liquidators and by the representatives of the direction and administration for liquidation.

Art. 40. The liquidators will hold a register journal for all operations related to liquidation.

Art. 41. The direction and administration will indicate and entrust the registers and documents of the association to the liquidators.

Art. 42. The association will cease to exist only after liquidation is finished.

Art. 43. The liquidators are obliged to continue their activity, to collect creances, to pay the creditors and, if for this purpose cash is insufficient, to transform the rest of the actives into money, by organizing a public auction for mobile goods.

Art. 44. The liquidators may perform new operations necessary for liquidating the ongoing activity.

Art. 45. The sum due to known creditors who do not request their creances will be registered in his name.
If the payment of the creance is not possible immediately or if the creance is contested, liquidation is not terminated before guaranteeing the creditors.

Art. 46. In any case, liquidators may not close the operations and deliver to those justified in the account of the financial administration only after one year after the dissolvation of the association is published.

Art. 47. The liquidators that will not respect the above-mentioned dispositions will be responsible in front of the creditors for the damages caused through their fault.

Art. 48. The liquidators are subject to the rules of the mandate, in front of the association and in front of the associates.

Art. 49. After liquidation is finished, the liquidators are obliged to compose the balance, to present it to the court of law, to the competent ministry and also to publish it in the Official Monitor and in the main newspapers. Posters announcing the end of the liquidation and the presenting of the balance will be placed in the courtroom, in the City Hall and in the administration.

Art. 50. The liquidators will also present a report, to the Court of Law and to the competent ministry, describing all operations for liquidation and their result.
They wil also present their reghister journal to the Court of Law.

Art. 51. If after 30 working days from publishing the balance in the Official Monitor no contestations are made, the balance is considered to be permanently approved and the liquidators, with the approval of the Court of Law, will have to deliver to those justified the goods and sums which remain after liquidation together with all registers and documents of the association and of the liquidation.
Only after these steps will the liquidators end their activity.

Art. 52. Contestations against the balance of the liquidators, published under the conditions of the previous article, may be made by any interested party athe the Court of Law.

The present statute is completed with the dispositions of law 21/1924, of decree 31/1954 and the other existing legal norms regarding the constitution and functioning of non-profit associations and in accordance with law nr. 2/8 Jan 1998.

The present statute is an integrative part of the Constitutive Act authentified under nr. 143/16.05.1998.