THE STATUTE of the ROMTRANSPLANT ASSOCIATION
CHAPTER I - Name, legal nature and duration of operation of the Association
Name, legal nature and duration of operation of the Association
Art. 1 – The “ROMTRANSPLANT” Association, hereinafter referred to as the “Association”, is a Romanian legal entity under private law, with non-patrimonial purpose, with medical, scientific and social character, established according to the Government Ordinance no. 26/2000.
Art. 2 – The association is non-governmental, having an apolitical character and without economic purpose. The association and its members have the right to professional secrecy.
Art. 3 – The association has its headquarters inside the Center for General Surgery and Liver Transplant from the Fundeni Clinical Institute, Sos. Fundeni 258, building A, floor 8, room 5, sector 2, Bucharest – locality where the elected president has his domicile and has as radius of activity the whole country.
-The Association may establish branches and subsidiaries in the country and abroad, in accordance with the law, at the proposal of the Board of Directors and with the approval of the General Assembly.
Art. 4 – The association will have its own stamp.
Art. 5 – The Association is constituted and operates for an unlimited duration, its dissolution and liquidation being done under the conditions of the law and the present Statute.
CHAPTER II - The purpose, objectives and means of the Association
The purpose, objectives and means of the Association
Art. 6 – The main purpose of the association is to improve the medical assistance of the patients with various organic insufficiencies, transplantable in Romania, based on the extension and deepening of the forms of cooperation between the specialists involved in this field. In the center of the Association’s activity is the patient with these diseases.
Art. 7 – The Association brings together doctors who have common concerns in this field, creating the conditions for the integration, from this point of view, of Romania among the European countries with recognized activity in the field. The Association will use only the rights it needs to achieve its purpose and destination. In this sense, the Association will be concerned with the continuing medical education of specialists in liver transplant surgery through appropriate programs as well as the development of criteria for their periodic accreditation, together with other authorities involved, for this purpose.
Art. 8 – The Association will support, promote and supervise in a broad sense, as a representative of the civil society, the transplant activity. At the same time, it will supervise that the harvesting, addressability and transplantation will be entirely a transparent process, based on medical criteria.
Art. 9 – The Association will supervise the adequate, ethical and moral use of all harvested organs and tissues. In this sense, the Association will set up databases on issues specific to the field of interest of the Association.
Art. 10 – The association will militate for the improvement of the quality of the medical act in the field of transplantation, favoring also the creation of specific centers in this field, as well as the creation of adequate training and research systems in the field, with the agreement of the competent authorities.
Art. 11 – The entire activity of the Association will be carried out in accordance with the principles and norms of the Romanian legislation in force and with the relevant international conventions, to which Romania is or will become a party, especially with EUROTRANSPLANT. The association will be able to initiate and develop internal and international contacts with other structures, organizations and associations with similar activities.
Art. 12 –The Association will militate through a sustained and adequate educational and informational process for the promotion of the organ donation activity, through the prism of the moral and ethical perceptions characteristic of our geographical area.
Art. 13 – The Association will organize regular domestic and international scientific events, seminars, conferences and other specialized meetings aiming, in addition to increasing the general scientific level in this field, to achieve accurate information, at national level on the activity of transplant centers and the branches of the association in the country. On the occasion of these scientific events, the Association will have the right to offer diplomas, medals and honorary titles.
Art. 14 – The Association will publish information and documentation materials intended for specialists, necessary for the improvement of the surgical activity as well as for the promotion of the actions and programs of the Association. Depending on the possibilities and evolution, the Association will publish a periodical bulletin for informing its members or the society, especially the media, for educational purposes.
Art. 15 – Until March 31 of each year, each branch that is part of this association will report to the Management Committee (Board of Directors) both the total number of transplants performed in the rounded area and the number of patients on waiting lists, depending on the specifics of the transplant organ, the characteristics of the patients from the immunological point of view and the transplant emergencies.
Art. 16 – Depending on the financial availabilities, at the proposal of the Board of Directors, the Association may
– award allowances to personalities with special merits in hepato-biliary-pancreatic and liver transplant surgery
– financially supports the participation of doctors in scientific activities (congresses, symposia or other profile events) in the country or abroad
Art. 17 – The Association will be able to attract, administer and use, in accordance with the law, financial and material resources in order to achieve the proposed purpose and objectives.
CHAPTER III - The patrimony and the sources of income of the Association
The patrimony and the sources of income of the Association
Art. 18 – The initial patrimony of the Association consists of the amount of 850 RON, representing the contribution of the founders. The patrimony of the Association is completed from financial and material resources attracted in accordance with the law, in the form of contributions, donations, bequests or any other legal forms.
Art. 19 – The sources of income of the Association are:
- – the annual dues of the active members and the registration fee for the new members, established by the General Assembly
- – various forms of sponsorship and funds obtained from the country and abroad, in RON or foreign currency, from individuals or legal entities
- – various forms of capitalization of own revenues: interest, dividends, rents, sale of own publications or obtained through exchange
- – resources obtained from the state budget and / or from the local budgets
- – the initial patrimony can be completed, in accordance with the law, with subsidies, donations, bequests, movable or immovable goods
- – other incomes provided by law.
Art. 20 – The management of the Association is ensured by specialized personnel.
Art. 21 – For the administration of the attracted financial resources, the Association may open accounts at any banking institution in accordance with the law.
Art. 22 – The financial operations as well as the use of the material resources of the Association are carried out in accordance with the law, with the employment of the signature of the authorized persons.
CHAPTER IV - Members of the Association
Members of the Association
Art. 23 – The association is composed of the following categories of members:
- Founding members
- Active members
- Associate members
- Honorary members
- The founding members are those who participated in the assembly of the association or signed the Articles of Association.
- The active members are the founding members as well as doctors who work in state or private health units in Romania and who request to become members of the Association in writing, based on a form, type of application, approved by the General Assembly of the Association.
- An associate member may be any individual or legal person who is interested and can support the activity, aims and objectives of the Association. Acquisition of associate membership is made by the Board of Directors, based on a request for membership made by the applicant.
- The honorary members can be both individual and legal persons with exceptional merits in professional, scientific terms, affirmed at national and international level, or with special contributions brought to achieve the objectives of the Association. Acquiring the quality of honorary member is done by the decision of the Board of Directors.
Art. 24 – The members of the Association have the following rights:
- to elect and be elected in the governing departments of the Association, in accordance with the provisions of the present statute, except for the associated members and honorary members;
- to be informed about all the activities of the Association;
- to participate in the organization and development of the Association’s activity;
- to propose actions leading to the fulfillment of the purpose of the Association;
- to propose measures to improve the activities for achieving the objectives of the Association;
- to address directly to all the departments of the Association and to receive the requested information
- to use the material and informational base of the Association;
- to use next to the name the quality of member of the Association, benefiting from all the advantages that this quality will confer;
- to represent the Association, on the basis of a written delegation, at internal and international meetings and actions.
Art. 25 – The members of the Association have the following obligations:
- to respect the Statute of the Association and the decisions adopted by the governing bodies of the Association;
- to pay the annual fee established by the General Assembly;
- to actively participate in the good development of the Association’s activity and in the increase of its prestige;
- to inform promptly and completely the administrative departments of the Association on the activities carried out as its representatives, as well as in connection with any other facts that interest the field of activity of the Association;
- not to carry out political activities within the Association or on the occasion of the events organized by it;
- to contribute to the formation and development of the database and information of the Association;
- to participate, at the request of the Board of Directors, in the meetings and events initiated by the management bodies of the Association, in the professional activities, in the General Assemblies or in the meetings of the management bodies of which they are part;
- to keep the confidentiality of data and information in the cases expressly established by the Board of Directors;
- not to undertake any actions likely to harm in any way the purpose or prestige of the Association.
Art. 26 – Non-compliance with the statutory obligations may entail one of the following sanctions:
- written warning
Art. 27 – Membership is lost, regardless of the category in which it falls, if one of the following conditions is met:
- Violation of the obligations stipulated in the present statute. The loss of quality is achieved by the decision of the General Assembly only after listening to the person in question.
- Non-payment of the contribution for a period longer than 1 year;
- At the request of the person wishing to withdraw, the loss of quality occurring at the time of registration of the application;
- By committing deeds that harm the interests and prestige of the Association. The loss of quality in this case is achieved by the decision of the General Assembly, based on evidence.
- By death
- By ceasing the activity of the Association
CHAPTER V - Organization and functioning of the Association
Organization and functioning of the Association
Art. 30 – The management, administration and control departments of the association are:
- General Assembly;
- The Board of Directors;
- The board of censors or the censor.
Art. 31 – The General Assembly is the governing department that is constituted from the totality of the associates.
Art. 32 – The General Assembly has the following attributions:
- establishes the strategy and general objectives of the association;
- decides on amendments to the articles of association and the statute;
- approves the annual reports of the Board of Directors and the Audit Committee, as well as the budget year for the previous year;
- establishes the program of activities for the current year and the budget of incomes and expenses related to it;
- decides the validation of the applications for registration and withdrawal from the association;
- approves the organization chart of the association;
- appoints and dismisses the members of the Board of Directors, the president and vice-president, the censor or the commission of censors
- establishes the number of positions and the list of positions for the employed staff;
- decides the establishment of subsidiaries or branches;
- establishes the amount and periodicity of the fee, as well as the amount of the registration fee;
- validates the decisions of the Board of Directors for affiliation to federations and confederations;
- decides the dissolution and liquidation of the association, as well as the establishment of the destination of the assets remaining after the liquidation;
- applies any attributions given by law or by statute in its task.
Art. 33 – The General Assembly meets annually or whenever necessary, in extraordinary meetings.
The convening of the General Assembly is made in writing, by fax, e-mail or telephone, by the Board of Directors, at least 5 days before the date of the meeting and will be accompanied by the agenda of the meeting. The convening of the Extraordinary General Assembly may be made at the request of ¼ of the total number of active members, the Board of Directors or the censor. The convocation is made at least 3 days before the meeting, by any means of communication and will also include the agenda.
Art. 34 – The general assembly has the right of permanent control over the board of directors and the censor.
Art. 35 – The general assembly is legally constituted in the presence of half plus one of its total active members and adopts decisions with the vote of half plus one of the present members.
If at the first convocation the general assembly is not statutory, the second convocation will be organized within 14 days, in compliance with the procedures of this statute, and decisions will be adopted by half plus one of the total members present, regardless of the number them.
Decisions to amend the statute, to dissolve and liquidate will be taken in the presence of two thirds of the total active members, with the vote of 2/3 of those present.
The members of the General Assembly may delegate the right to vote to another member, by written power of attorney, which will be annexed to the minutes of the meeting. A member of the general assembly may not receive more than 3 proxies. Members who expressed their vote through the power of attorney will be considered present at the meeting.
Art. 36 – The decisions of the General Assembly shall be recorded in the minutes of the meeting and shall be disseminated to all members of the General Assembly within 10 calendar days.
The decisions taken by the General Assembly, within the limits of the law, of the constitutive act and / or of the statute are binding even for the associations that did not take part in the general assembly or voted against.
Decisions of the general meeting contrary to the law, the articles of association or the provisions contained in the statute, may be challenged in court by any of the associations that did not take part in the general meeting or voted against and asked to be included in the minutes of the meeting, within 15 days from the date on which they became aware of the decision or from the date on which the hearing took place, as the case may be.
Art. 37 – The Board of Directors ensures the execution of the decisions of the General Assembly.
The Board of Directors is the current governing department of the Association and consists of:
- A vice president
- A General Secretary
The number of members of the Board of Directors may be increased by decision of the general meeting.
The term of office of the members of the Board of Directors is 4 years, with the possibility of re-election. The quality of member of the board of directors is exercised personally, not being allowed the delegation of other persons with the exercise of the rights or the fulfillment of the attributions afferent to this quality.
Art. 38 – The Board of Directors meets quarterly in ordinary meetings or in extraordinary meetings whenever necessary.
The convening of the meetings will be done by the chairman of the board of directors, at least 5 days before the meeting, by any means of communication.
The meetings of the Board of Directors are considered legally constituted if 3 members of it are present.
Art. 39 – The Board of Directors has the following attributions:
- implements the decisions of the General Assembly;
- organizes the activity of the Association, its own programs and actions, according to the program established by the General Assembly;
- organizes the convening of the General Assembly and prepares its agenda;
- establishes the participations and the mandate of the representatives of the Association at specialized, internal and international events;
- draws up the organizational chart and the personnel policy of the association;
- hires, in accordance with the law, specialized personnel for the activity within the Association; In fulfilling its duties, the Board of Directors may also use paid staff: certified accountant, secretary, typist, etc., with the approval of the General Assembly
- decides on the use of material and financial resources, within the limits of the revenue and expenditure budget, approved by the General Assembly;
- approves the performance of financial operations, according to the activity program;
- presents to the General Assembly the activity report for the previous period, the execution of the income and expenditure budget, the annual financial statements, the draft income and expenditure budget and the draft programs of the association;
- concludes legal acts in the name and on behalf of the association;
- approves the acceptance of donations and legacies;
- concludes sponsorship contracts with individuals or legal persons;
- receives the applications for joining the association and withdrawing from it;
- any other attributions given by the general assembly or law in its charge.
Decisions of the Board of Directors contrary to the law, the articles of association or the statute of the association may be challenged in court as well as the decisions of the general assembly.
The Board of Directors may delegate some of its responsibilities to its chairman or vice-chairman.
Art. 40 – The Board of Directors meets statutorily in the presence of the majority of its members and takes decisions with the majority of those present.
Art. 41 – The President of the Board of Directors is elected by the General Assembly for a period of 4 years, with the possibility of re-election and has the following attributions:
- represents the association in relations with third parties and in legal proceedings;
- chairs the meetings of the Board of Directors;
- establishes the date of the meetings of the General Assembly, the agenda and is responsible for convening it according to the statute;
- fulfills any attributions established by the General Assembly or the Board of Directors;
- exercises its full authority and competence to determine the achievement of the aims and objectives of the association.
Art. 42 – The president may delegate his powers for certain periods of time to the vice-president or another member of the Board of Directors, specifying in writing the scope, duration and limits of the competencies, being jointly and severally liable for the acts and deeds of his agent.
Art. 43- From among the honorary members, at the proposal of the Board of Directors, the General Assembly may appoint an Honorary President of the Association, for a period of 4 years.
Art. 44 – The censor is the internal financial control department of the Association, being elected by the General Assembly for a period of 4 years, with the possibility of re-election. After appointment, the censor enjoys independence in the exercise of his duties.
Art. 45 – After the association will exceed the number of 100 members, the internal financial control will be exercised by a commission of censors.
Art. 46 – In exercising his competence, the censor has the following attributions:
- verifies the way in which the patrimony of the association is administered;
- prepares reports and presents them to the general assembly;
- may participate in the meetings of the Board of Directors without the right to vote;
- fulfills any attributions provided in the statute or established by the general assembly.
Art. 47 – The Censors Commission is composed of an odd number of members, most of whom are members.
Art. 48 – The members of the Board of Directors cannot be censors.
Art. 49 – At least one of the censors must be a certified accountant or expert accountant, in accordance with the law.
Art. 50 – For the submitted activity, the censor (who is not an active member of the association) may receive an indemnity.
Art. 51 – The censor may renounce his mandate with a notice of 30 days, being responsible for any negligence in the performance of his duties.
Art. 52 – In case of unavailability, the attributions of the censor will be temporarily exercised by a proxy appointed by the Board of Directors until the date of convening the General Assembly.
Art. 53 – The General Assembly, the Board of Directors and the censor may elaborate internal Regulations that include the general rules of organization and functioning. They will be subject to the approval of the General Assembly.
CHAPTER VI - General provisions
Art. 54 – The association may carry out direct economic activities, if they are ancillary and are closely related to the main purpose of the association.
Art. 55 – After the establishment, the association will request the autonomous administrative authorities, the ministries, the other specialized bodies of the central public administration and the local public administration authorities to be taken into account.
Art. 56 – The modification of the constitutive act and / or of the statute of the association is made by registering the modification in the Register of associations and foundations located at the registry of the court in whose territorial constituency the association has its headquarters, with the corresponding application of art. 8-12 of Government Ordinance no. 26/2000.
The application for registration of the amendment shall be accompanied by the minutes of the general meeting, in authenticated form, and in the case of the change of headquarters, by the minutes of the meeting of the board of directors, in authenticated form.
The steps for the authentication of the minutes and the registration of the change are undertaken by the Board of Directors. In order to carry out the formalities at the notary public, it is not necessary the presence of other persons than that of the members of the board of directors or of some of them, appointed by the general assembly, or by the board of directors, as the case may be.
CHAPTER VII - Final provisions
Art. 57 – The association has its own stamp and insignia, established by the General Assembly.
Art. 58 – The provisions of the present statute cannot contravene the legal norms in force and cannot be interpreted contrary to them.
Art. 59 – The dissolution and liquidation of the association is done in the cases and according to the procedures provided in Chapter 9 of GO no. 26/2000.
Art. 60 – In case of liquidation of the Association, the assets in its patrimony will acquire the destination to be decided by the Board of Founders. The transfer of the patrimony resulting after the liquidation to another non-profit legal entity, having an object of activity close to that of the association is decided by the General Assembly.
Art. 61 – The provisions of the present statute are completed with the provisions of GO no. 26/2000, from other legal norms that regulate the field of the association’s activity, with its own regulations to be drafted.
Art. 62 – The present statute was drafted in 6 (six) copies, each with equal legal force.