„ROMANIAN ROMANIAN ASSOCIATION FOR LIGHTING” (A.R.I.).
CHAPTER I – GENERAL PROVISIONS
Article 1. Founding members of the association
Subscriptions, founding members of the association:
SC Flash Lighting Services SA, represented by Mr. Dan Ovidiu Vatajelu
SC Philips Romania SRL, represented by Mr. Dan Lucian Ghita
SC Energolux SRL, represented by Mr. Andras Vernes
SC Energobit Schreder SRL, represented by Ms. Marilena Maierean
SC Orion Electrics SRL, represented by Mr. Gheorghe Doroghi
SC Flash Trading House SRL, represented by Mr. Dan Ovidiu Vatajelu
Mr. Dan Ovidiu Vatajelu
Ms Marilena Maierean,
Mr. Chihai Laurentiu
Mr. Beu Dorin Lucian
Mr. Mihai Husch
Mr. Bogdan Lupu In accordance with the provisions of the Government Ordinance on Associations and Foundations No.26 of January 30, 2000, of this Statute and based on free consent and our free initiative, we decided to establish the „Romanian Association for Lighting”.
Article 2. Name of the association
The name of the association is „ROMANIAN ASSOCIATION FOR LIGHTING” (A.R.I.), according to the evidence regarding the availability of the name no. 129019 of 22.10.2013 issued by the Ministry of Justice, the Public Relations and Evidence Department of the NGO.
The name of the Association will be included in all documents and documents issued by it, plus the registered office, the registration number in the Register of Legal Persons without Patrimonial Purpose and, as the case may be, the fiscal registration code and the bank account.
Article 3. Legal form
ROMANIAN LIGHTING ASSOCIATION is a Romanian legal person, constituted through the free association of its members and functions as an independent, non-governmental, non-profit organization, under the conditions of OG. No.26 / 2000 with subsequent modifications and completions.
The headquarters of the Association The headquarters of the association are located in Romania, at the following address: Regus Business Center, Montreal Square, no. 10, WTC building, entrance F, 1st floor, office 1.38, campus 08, sector 1, 011469, Bucharest.
The Association operates on the territory of Romania and abroad, fulfilling the formalities required by the law.
The Association can open its branches, branches, in the country and abroad, and can affiliate to similar domestic and international organizations or can collaborate with any of them for a joint project or action, respecting the association’s object of activity.
Article 5. The duration of the Association
THE ROMANIAN LIGHTING ASSOCIATION is established indefinitely.
CHAPTER II – PURPOSE AND PATRIMONY OF THE ASSOCIATION
Article 6. Purpose and Objectives of the Association
The purpose of the Association
The association is a nationally representative body in the field of lighting, bringing together lighting entities as well as other natural or legal persons who recognize the provisions of this Statute who wish to join it and participate in the achievement of the purpose and objectives of the Association.
The Association aims at representing, identifying, promoting, supporting and defending systematically and unitarily the economic, professional, technical and legal interests of the members of the organization in the relations with public authorities, trade unions and other legal and physical persons, nationally and internationally.
The association aims to carry out activities of national interest in the field of lighting. It also facilitates members’ access to private and public resources and supports partnership action with local and central public authorities and other legal entities in the country and abroad.
The principles governing the relationship between the members of the association, which underpin the support of common interests, are: solidarity, transparency, democracy and the promotion of economic interest.
The association carries out its activity in order to promote the field of light and lighting in terms of professional, legislative, economic, social and educational aspects and to defend the interests of the industry.
The Association supports the placing on the market of products complying with the European and national directives and norms. Supports industry and service development.
Objectives of the Association
In order to achieve the declared purpose, the Association has the following objectives:
- a) supports the academic activity and the Romanian National Lighting Committee (CNR);
- b) represents its members in the associations and fora of the European Union and in other domestic and international bodies in the field;
- c) develop own programs in partnership with public authorities in the country and abroad;
- d) defending, representing and promoting the economic, technical, professional and legal interests of its members, supporting their freedom of action in order to develop and make more efficient the activity in the scope of the association;
- e) promotes loyal competition, under the conditions provided by the law, in order to ensure equal opportunities for each member;
- f) involves institutions, resources and all specialties and lighting specialists in the process of economic and social development;
- g) to combat the prejudice caused to members by the abusive application of legal provisions removed from the context or administrative measures and the phenomena of unfair competition;
- h) initiates development programs in the field, being consulted by the Government on the initiation, development and promotion of programs for development, restructuring, privatization, liquidation and economic cooperation and participates in the coordination and management structures of the programs with the European Union;
- i) designate, under the terms of the law, representatives in negotiation and other negotiations and agreements in relations with public authorities and trade unions, as well as in the tripartite structures of leadership and social dialogue;
- j) Promotes the exchange of opinions in the theoretical and practical field of interest of the lighting;
- k) informs the public opinion and state institutions about the problems, desires and claims of the Association;
- l) provide its members with information, promotes their relationships, as well as with other national and international associations;
- m) provide members with specialized assistance and consultancy services in the field of lighting;
- n) supports legislative initiatives and proposes technical and administrative regulations necessary to maintain and develop the association’s activity, strengthen tripartite leadership and social dialogue structures, as well as the professional rights of the members;
- o) supervises that the activity in the field of lighting is exercised only by legal entities or natural persons holding a license / license issued by the legal bodies;
- P) activates in the bodies and commissions of the state authorities for the granting, refusal, withdrawal or suspension of authorizations / licenses;
- q) supports and facilitates through its representatives elected by the General Assembly, the interests of the members and of the lighting in general towards the state institutions and towards the other bodies with attributions in the field, in order to solve the problems regarding the application of the legislation;
- r) organizes a Professional Ethics Commission to mediate possible misunderstandings between members and other issues of general interest;
- s) is involved in training the experts and facilitating the access to the didactical documentation obtained after attending the national and international conferences in the field of lighting;
- t) encourages and promotes research and training actions in vocational education and contributes to the increase of the professional qualification level in the field through the development of training, evaluation and certification of personnel;
- u) defend and promote the professions and professionalism in the field of light and lighting and the national recognition of the professions of: lighting specialist, lighting engineer / designer, etc. In addition to national education organizations and institutions, as well as international organizations in the field;
- v) organizes internships and seminars for professional improvement of its members in the country and abroad;
- x) develops and publishes books, specialized periodicals, synthesis works, documentation, studies, leaflets, posters, brochures and other informative materials in its field of activity;
- y) establish and organize training courses, summer schools, conferences, public debates, as well as organization of marches, public demonstrations and other public awareness activities, according to the law;
- z) develop their own economic activities for self-financing;
- w) supports the members in achieving all the objectives mentioned in this Statute, as well as those provided by the normative acts in force, without being involved in the commercial policy of its members;
w1) other activities provided by law, according to the purpose of the association.
In order to achieve its objectives, the Association carries out the following concrete activities:
- a) implementing national and international quality standards in the training of lighting specialists;
- b) supports the permanent and collegiate dialogue with the educational, professional, research and civil society environments;
- c) Promotes / rewards the academic, research, professional performance of teachers and students in the field;
- d) adult education, training and evaluation activities;
- e) Establishes and maintains a data bank, documentation centers;
- f) Participation and / or support of members’ participation in events promoting the products and the field (scientific events, fairs and exhibitions, etc.);
- g) promote ongoing dialogue with regulatory and legislative, national and international regulatory and regulatory bodies on the field and profession;
- h) supports the implementation of technical structures for testing and attesting the products specific to the field;
Article 7. Associated Patrimony
The initial patrimony of the Association is the equivalent of a minimum gross salary per country guaranteed in payment, namely 850 lei.
The patrimony of the association is made up of:
- a) contributions, donations, financing, resources obtained from the state budget and / or from local budgets, sponsorships, inheritances;
- b) own economic activities insofar as they are in accordance with the purpose of the association.
- c) the establishment of commercial companies. The dividends obtained by the association from the activities of these companies, unless they are reinvested in the same companies, are used for the purpose of the association.
- d) other income provided by law.
The entire heritage will be evidenced and kept in accordance with the Romanian legislation in the matter, the Accounting Law and other accounting regulations in force, on behalf of the Association, and will be used exclusively for the achievement of its purpose and objectives.
The Patrimony of the Association is indivisible and non-transmissible throughout its duration.
Upon admission to the Association, each new member will pay an accession fee, the amount of which will be determined and updated by the General Assembly.
After enrollment, each member will pay an annual membership fee, established each year by the Ordinary General Assembly; The subscription will be paid by the date set by the Board of Directors. Members who enroll after the date set by the Board of Directors will pay, in addition to the membership fee and the contribution calculated in quarterly percentage rates, for the remaining period until the end of the year.
Surpluses and funds of any kind can not be refunded or distributed in any way to the members of the organization, but will be used exclusively for the purpose and purpose of the organization provided by this Statute.
CHAPTER III – THE ASSOCIATION’S MANAGEMENT AND CONTROL
The management of the Association is ensured by the General Assembly of the Associates and by the Board of Directors.
Article 8. General Assembly
The General Assembly of the Association has the role to decide on the organization and functioning of the Association.
The General Assembly meets once a year in ordinary session, and in exceptional cases whenever necessary at the request of the President, the Board of Directors or at the request of 1/3 of its members.
The decisions of the General Assembly shall be adopted by a simple majority of the votes of those present.
The General Assembly is registered in the presence of half plus one of its members, and if it does not meet the respective number, a second convocation will be made, being statutory with the number of members present.
Legal associates will benefit from 5 votes in the meetings of the General Assembly of the Romanian Association, while individuals will have 1 vote.
The General Assembly shall be convened in writing 15 days before the date set for the meeting.
Article 9. The Board of Directors
The Board of Directors follows the implementation of the decisions of the General Assembly and maintains the permanent link between the Association and its members.
The Board of Directors represents the core of the organization, functioning and decision of the Association and consists of:
– 2 Members;
– General secretary.
The election, respectively the revocation, shall be made by secret vote by the General Assembly, among the members of the Association. Members of the Board of Directors have the right to vote in the General Assembly.
The members of the Board can be elected from the members of the Association.
The Board of Directors meets once a month, and in exceptional cases whenever it is needed. The Board of Directors takes decisions with half plus one of its members.
For reasons of efficiency, meetings of the board of directors may also be organized by videoconference or other such means of distance communication.
The chairman of the National Romanian National Lighting Committee will be invited to each meeting of the Board of Directors, having an advisory and non-voting role.
The member of the Board of Directors who is guilty of absent unmotivated at three consecutive sessions or at six in one year will be dismissed from office.
The activity of controlling the heritage management and the economic and financial activity of the association is ensured by a censor, elected by the General Assembly, by open vote, with the meeting of 2/3 of the vote of the founding members and associate members present for a 4-year term .
No member of the Board of Directors may be a censor.
The internal financial control will be provided by an auditing commission, if the association will have more than 100 registered members, subject to the legal provisions in force.
The General Assembly approves the general rules for organizing the internal financial control of the Association.
CHAPTER IV – THE RIGHTS OF THE MANAGEMENT BODIES
Art.11. Tasks of the General Assembly
The General Assembly of the Association is the collective management body of the Association, having the following attributions:
Establishes the association’s strategy and objectives;
Approves the association’s revenue and expenditure budget;
Elects and revokes the members of the Board of Directors;
Choose and revoke the censor;
Elects and revokes the members of the Ethics Committee;
Establishment of subsidiaries;
Decides to amend the constitutive act and statute;
Affiliation to other similar bodies and organizations;
Decide the dissolution and liquidation of the association, as well as the determination of the destination of the assets remaining after liquidation;
Any other attributions provided by law or statute.
Art.12. Duties of the Board of Directors
The Board of Directors of the Romanian Lighting Association is elected for a four-year term and has the following attributions:
Presents to the general meeting the annual activity report, the execution of the income and expenditure budget, the annual financial statement, the draft income and expenditure budget and the draft of the association’s programs;
Concludes legal acts in the name and on behalf of the association;
Approves the organization chart and staff policy of the association;
Approves the receipt of new members and decide to lift the membership at the request of the person concerned or at the request of at least two members of the association;
May impute any person, including non-members of the association, to conclude legal acts in the name and on behalf of the association or to perform any other duties provided for by the Statute or established by the General Assembly;
Decides to change the headquarters of the Association;
Performs any other duties established by the General Assembly;
Sets the payment term of the fee;
Establishes the date of the next Board of Directors at the end of the previous meeting;
Sanction members who harm the image of the association and members who do not respect the decisions taken within the board of directors;
Gives warning and then, if applicable, apply sanctions to members who are the subject of complaints, as it affects the image of the Association in Romania and abroad;
Proposes to the General Assembly the adhesion of the Association to domestic and international bodies;
Approves the organization chart of the Technical Apparatus;
Fulfills any other attributions established by the General Assembly;
Elaborates and approves the Election Regulations within the Association;
Art.13. President’s attributions
The president is the hierarchical head of the Board of Directors. Election in this position is made by the General Assembly, among the founding members, for a period of 4 years.
The President has the following attributions:
Represents the Association in front of the state authorities, in justice and towards third parties, internally and internationally;
Coordinates the activity of the Association’s compartments;
Directs the Board of Directors and presides over the General Assembly;
Pursues the fulfillment of the decisions of the governing bodies of the organization, as well as the fulfillment of its own program for which it was elected;
Represents the Association in relation to the media;
Fulfills any other attributions established by the General Assembly.
to meet the objectives and performance criteria set within the annual revenue and expenditure budget set by the GMS, with the following prerogatives:
– conceives and applies strategies and policies for the development of the association;
– selects, employs and dismisses the employees;
– Negotiates the collective labor agreement and the individual employment contracts;
– concludes legal acts in the name and on behalf of the association, except for those for which, according to the law, approval of the general meeting is necessary;
– represents the association in the relations with the banks having the right to sign;
– other prerogatives entrusted by the general meeting of the associates.
The Vice-Chairman of the Board of Directors takes over all the duties of the President, in the absence thereof;
Art.14. Tasks of the Secretary
Election in this position is made by the General Assembly, among the members of the Board of Directors, for a period of 4 years.
The Secretary of the Association has the following duties:
Take over the issues raised by members of the Association;
Elaborates the presentation documents of the Association;
Has the obligation to sign all decisions and decisions of the General Assembly and the Board of Directors;
Ensure and supervise the drafting and holding of the minutes of the sessions of the General Assembly and the Board of Directors;
Draft decisions and decisions issued by the General Assembly and the Board of Directors;
Sign any other acts issued by the Board of Directors and responds with the President to the materials that involve the Association;
Oversee archives the Association’s documents;
Elaborates together with the other members of the Board Council the activity program of the Association;
Is responsible for maintaining the financial record and the patrimony of the Association;
Performs the treasurer function of the Association, having the right to sign in the bank together with the vice-president, only in case the President is unable to sign;
Performs any tasks and / or attributions it receives from the General Assembly, the Board of Directors or the President, in the field of activity of the Association;
Art.15. Duties of the members of the Board of Directors
The members of the Board of Directors are elected to this position by the General Assembly, for a period of 4 years, among the members of the Association.
The members of the Board of Directors – representatives of the legal persons, members of the Romanian Association for Lighting, – will lose their capacity as members of the Council in case of termination of the representation of the respective legal persons.
The members of the Board of Directors have the following attributions:
To participate in all meetings of the Board of Directors and the General Assembly;
Fulfill any task and / or attribution they receive from the Board of Directors or from the President in the field of activity of the Association;
Take over the problems raised by members of the Association;
Have the obligation to sign all decisions and decisions of the General Assembly and the Board of Directors;
Assumes responsibility for one or more areas of activity of the Association;
Elaborates together with the other members of the Board Council the activity program of the Association;
Elaborates together with the Secretary the presentation documents of the Association;
Elaborates together with the President and Secretary the Association’s activity program;
Art.16. Censor’s attributions:
- A) verify the way in which the Association’s patrimony is administered;
- B) draw up reports and submit them annually, for approval, to the General Assembly and the Board of Directors;
- C) may participate in the meetings of the Board of Directors, without the right to vote;
- D) fulfills any other attributions stipulated in the statute or established by the Board of Directors.
- E) verify quarterly how the Association’s patrimony is administered;
- F) may carry out unannounced controls of the Association’s management;
- G) performs any other duties established by the General Assembly, the Constitutive Act or the Statute of the Association.
CHAPTER V – MEMBERS OF THE ASSOCIATION – RIGHTS AND INDEMNITIES
Art.17. Members of the Association can be:
Founding associations: those who formed the association and contributed morally and materially to its founding and to the establishment of the patrimony;
Associate members: those who later associate with the constitution and contribute morally and materially to the patrimony;
Honorary members: natural and legal persons with a special contribution to the development and promotion of the association;
Supportive members: those who support morally and materially the achievement of the association’s objectives.
The Association brings together the following categories of people:
- A) Legal entities: companies with training, research, production, trade, and / or services in the field of light or lighting;
- B) Physical persons: teachers, researchers, specialists and professionals working in the field of lighting and / or related fields, regardless of gender, nationality, political affiliation or religious belief;
Any natural / legal person may become a member of the Association if it fulfills cumulatively the following conditions:
- A) Legal person: is not in the position of judicial supervision, insolvency, or bankruptcy, is not a member of other organizations – legal or public legal entities – whose purposes and activities are in contradiction with the purposes of the Association;
- B) Physical person: He has not suffered final criminal convictions and is not a member of other organizations – legal or public law entities – whose purposes and activity are in contradiction with the purposes of the Association.
Art.18. The founding members and associate members enjoy all rights, throughout the life of the Association, namely:
The right to vote in the AGM in order to express its option to the draft decisions of the Association;
The right to propose and the right to be elected in the governing bodies of the Association if they have the skills and capacity for the functions for which they are candidates;
The right to be consulted at the initiation / amendment of normative acts;
The right to be informed, to participate and to benefit from the programs, projects and activities carried out by the Association;
The right to express themselves freely within the Association;
The right to participate in all events organized by and by the Association;
The right to receive all the information that the Association has in terms of fiscal, commercial, customs, banking, currency, legal, technical and managerial;
The right to appear in the brochure, catalog and on the Association’s website;
The right to benefit from the results of the programs initiated by the Association;
The right to access the premises and equipment of the Association for the organization of scientific, cultural and sports events and activities in the areas of interest of the Association;
Other rights provided in the Association’s regulations.
Art.19. Membership is obtained by approving the adhesion by the Board of Directors. Associate membership, honorary membership or supportive member of the Association shall be granted by the Board of Directors by the vote of at least 2/3 of the number of Council members and by the proposal of three existing members.
Founding members and associate members have the obligation to pay the annual subscription, in the amount set by the General Assembly and the Board of Directors.
Art.20. Honorary members are those who, through their position and conduct, confer prestige to the Association.
Honorary Members may participate in the establishment of the Association’s objectives and the concrete forms of their achievement at General Assembly meetings and the Board of Directors, without having the right to vote. They may also conduct specific activities of the Association and may use, with the written agreement of the Board of Directors, the material basis of the Association, in order to carry out the projects that I propose.
They can be rewarded for their work at the proposal and with the approval of the Board of Directors.
They are admitted to the Association on the basis of three proposals received from founding members or active members and will be confirmed by the Board of Directors.
Art.21. Membership ceases:
at its request;
by failing to pay the contribution established by the General Assembly and the Board of Directors;
by withdrawing membership validated by the Board of Directors, if it does not comply with the provisions of this Statute, the Code of Ethics, or if it causes material or moral damages to the Association or its members, including but not limited to:
the serious violation of the statutory provisions and the decisions of the governing bodies of the association,
as a result of a conviction, by a final court decision, for committing criminal offenses incompatible with the mission and principles of the Association;
in case of non-payment of the contribution for 6 months, after receiving a summons.
denigration of the association’s activity;
the organization of actions that harm the nature of the association;
deviations from professional and moral ethics included in the organization and functioning regulation of the association;
in the case of the persons who are members of the management of the association and systematic non-participation in the activity of the management structure in which it was elected or the prevention by various means that it performs its activity effectively.
- D) at the date of the death or interruption of the incapacity of the natural person or at the date of the bankruptcy of the legal person
The withdrawal shall be communicated in writing to the Governing Board. Membership of the Association ceases following the withdrawal after 15 days have passed since its filing, if the applicant does not revert to the decision.
Exclusion of a member is made by the Board of Directors, by decision, at the proposal of at least two members of the association. A challenge may be filed against the decision within 15 days of communication. The appeal is resolved by the General Assembly. The final decision of the General Assembly will be communicated to the member concerned by registered letter. After the exclusion decision, the member becomes inactive, has no right or obligation to the status.
From the date of registration of the decision until its resolution in the General Assembly, the membership of the Association is suspended.
By withdrawal or exclusion, the members in question can not claim the joint patrimony of the Association, but they have the obligation to pay the contribution until the time of their departure from the association.
CHAPTER VI – THE INCOME AND EXPENDITURE OF THE ASSOCIATION
Art. 22. The association’s income comes from:
Interest and dividends resulting from the placement of available amounts, under the terms of the law;
Dividends of the companies set up by the association;
Incomes from direct economic activities;
Resources obtained from the state budget or other budgets;
Other income provided by law.
Art. 23. The Association may set up companies whose dividends, if not reinvested in these companies, shall be used to achieve its purpose.
The Association can carry out any other direct economic activities if they are of an accessory character and have a close connection with its main purpose.
Art. 24. The main expenses of the association are:
Salaries, allowances and awards;
Maintenance expenses of the premises used by the association for the purpose of carrying out the activity;
Expenses are made in accordance with the provisions of the revenue and expenditure budget and are approved by the Board of Directors.
Article 25. The economic-financial exercise starts on January 1st and ends on December 31 of each year.
CHAPTER VII – DISSOLUTION OF THE ASSOCIATION
Art.26. – Dissolution of the Association
The dissolution of the Association requires a majority of 2/3 of the votes of the General Assembly.
In case of dissolution, the assets and funds of the Association shall enter into the patrimony of another association or foundation with the same or similar purpose to be designated by the General Assembly.
The Romanian Lighting Association will dissolve:
- Lawfully by: the realization or, as the case may be, the impossibility of achieving the purpose for which it was built, if within 3 months from the finding of such a fact there is no change of this purpose.
- By court order, at the request of any interested person, when:
- A) the purpose or activity of the Association has become unlawful or contrary to public order;
- B) the achievement of the purpose is pursued by means illicit or contrary to public order;
- C) pursues a purpose other than that for which it was established;
- D) became insolvent;
- E) no longer obtains the necessary prior authorizations, according to the law.
III. By decision of the General Assembly. Within 15 days of the date of the dissolution hearing, the General Assembly’s decision shall be submitted to the competent court to be entered in the Register of Associates and Foundations.
Art.27. – Liquidation of the Association
In case of dissolution of the Association, the liquidators are appointed by the court or by the General Assembly, as the case may be.
With the appointment of the liquidators, the mandate of the Board of Directors ceases.
Liquidators on entry into the inventory perform the inventory and conclude a balance sheet showing the exact situation of the asset and the liability.
They are obliged to receive and keep the registers and any other acts of the Association and to keep a register of all liquidation operations, in the order of their date.
The liquidators fulfill their mandate under the control of the censor.
The liquidators have the obligation to continue the legal operations in progress, to collect the receivables, to pay the creditors, and if the cash is not enough, to turn the rest of the asset into money by proceeding with the sale by public auction of movable and immovable assets.
Liquidators can only perform those new operations that are required to complete those underway.
After the liquidation is completed, the liquidators are obliged within two months to submit the balance sheet, the journal and a memorandum, to declare the liquidation operations to the Register of associations and foundations of the court in whose territorial jurisdiction the Association has its headquarters and to perform all the procedures Publishing and deleting from this registry.
If there is no objection within 30 days from the submission of the balance sheet, the balance sheet shall be deemed to have been finally approved and the liquidators, with the authorization of the court, shall remit to the legal persons the assets and the amounts remaining from liquidation, together with all the registers and The acts of the Association and the liquidation, after which they are considered to be downloaded.
The association ceases to exist at the time of deletion from the Register of Associations and Foundations.
The cancellation is made on the basis of the notice issued to the liquidators, certifying that they were unloaded from the assumed obligations.
Art.28. – Destination of goods
In case of dissolution of the Association, the assets left after liquidation can not be transferred to individuals.
These goods may be passed on to private or public law entities with the same or similar purpose.
If, within 6 months of the winding-up, the liquidators have failed to pass the goods, they shall be assigned by the competent court to a legal person with the same or similar purpose.
The date of the delivery of the goods is that of the delivery of the surrender / take-over, unless a later date has been set.
The liquidators close the operations and give the right to the account managers only after the expiration of 6 months from the publication of the dissolution of the Association.
The provisions of this Statute shall be supplemented by the provisions of the law.