Name, Headquarters and Duration of the Association
Art. 1. -The name of the Association is “ELI-NP Innovative Cluster”, according to the proof of name availability no. 129596 of 08.11.2013 issued by the Ministry of Justice. The Association shall have a bank account and a tax code, a stamp and its own insignia.
- The Association is a non-governmental, non-profit, apolitical, independent organisation and does not discriminate on the basis of ethnic and/or confession criteria.
- The operating principles of the Association are:
- freedom of thought and expression – the Association shall promote the values of open discussion, according to academic standards;
- observance of professional ethics;
- political non-partisanship – the Association shall not favour in its activities any doctrine, party or political group;
- transparency on the activity of the Association.
- The Association has legal personality being entirely autonomous structurally, functionally and economically
- The Association may affiliate with other non-profit legal persons from the country and/or from abroad, in order to achieve its objectives.
- The Association may set up subsidiaries or branches in the country or abroad, having their own assets, based on the resolution of the General Assembly.
The headquarters of the Association is located at 409 Atomiştilor St. in building no. 37 (Festivity Hall), office no. 1, Măgurele Town, Ilfov County. The headquarters of the Association may be changed based on the decision of the Executive Committee.
The operating duration of the Association is definite, i.e. until 31st December 2019.
Purpose and Objectives of the Association
The purpose of the Association is to develop a cluster which should foster information and technology transfer to enhance SMEs performances through the collaboration with research – development – innovation entities (RD&I) and the academic environment. The association carries out, for the joint interest of cluster members, both general economic activities and research-development-innovation activities, pursuing predominantly to implement the association development so as to reach the objectives proposed.
- The general objective of the association is to attract SMEs, research, development and innovation entities, as well as universities in order to create value chains by using with priority the opportunities generated by the Extreme Light Infrastructure – Nuclear Physics (ELI – NP) project.
- The specific objectives of the association are to:
- Develop and strengthen Măgurele High Tech Cluster association by ensuring financing from European, governmental, international and private sources for the activities planned which will lead to an efficient and sustainable growth of member entities.
- Ensure the strategic and current management of the association for carrying out the support activities intended for Măgurele High Tech Cluster association, but also for other entities within the association.
- Contribute to the simplification of technology transfer processes, as well as to the strengthening of favourable conditions for a sustainable development of the business environment.
The Association shall collaborate with the public authorities in Romania, with other state institutions in Romania or similar profile institutions in the European Union and with cluster associations in the country and abroad to achieve its purpose and objectives.
CHAPTER III Assets of the Association
- The initial assets of the Association consists of its own property and resources, necessary to cover organisational and operating expenses and to carry out its activities.
- The initial assets of the Association amount to 2,200 lei, set up with a cash contribution of 100 lei from each associate.
- All assets shall be highlighted and preserved in accordance with the Romanian legislation in the field, on the Association name, and shall be used exclusively for achieving its objectives.
- The Association has the following sources of income:
- associates’ contributions to the formation of the initial assets, associates’ membership fees and other contributions from the local budgets of the member administrative-territorial units;
- interests resulted from the placement of available sums, under the law;
- donations, sponsorships or legacies;
- resources from the state budget or the local budgets;
- the share of income obtained by associates as a result of joint actions;
- any other sources of income provided by the law or these statutes.
2. The associates are bound to pay the annual membership fee to the Association budget until 1st March every year. For the first year of activity, the value of the membership fee shall be paid by the Association members within 30 days after its establishment. The membership fees paid for a current year shall not be refunded, whatever the reason for the loss of membership.
- The Association may carry out any other non-profit economic activities, if they have an accessory nature and are closely related to the objectives of the Association as well as scientific research activities for the benefit of associates.
- The Association has its own budget of revenues and expenses. The financial statements are prepared and published in accordance with the legislation in force.
CHAPTER IV Members of the Association
- The Association is a legal person, established by the will of the founding members. The Association may have the following categories of members:
- founding members – those who established the Association and contributed morally and materially to its founding and the establishment of the initial assets;
- associate members – those who associate after the founding and who contribute morally and materially to supplementing the assets of the Association;
- honorary members – natural and legal persons who have brought and continue to bring outstanding services for the Association or who provide it with substantial financial support;
- supporting members – those who join the purpose of the Association or support its achievement materially and morally.
2 The quality of associate and honorary member is granted by the General Assembly, and the quality of supporting member is granted by the Executive Committee.
Art. 13. – Rights and obligations of founding and associate members:
a) to elect and be elected in the governing bodies of the Association, through their representatives in such bodies;
b) to participate in the decision-making process of the Association, according to the provisions of these Statutes;
c) to receive, upon request, all information available on the activity of the Association;
d) to express their views and make proposals to improve the activity of the Association.
a) to know and comply with the statutes, articles of incorporation, regulations and decisions of the governing bodies of the Association;
b) to contribute to achieving the objectives of the Association through financial, material and moral support, and voluntary activities in programmes/projects initiated/conducted by the Association;
c) to pay the annual membership fee, payment being made until 1st March every year. The annual membership fee is 100 lei for each member.
d) to promote and actively participate in actions carried out by the Association;
e) to participate, through their representatives, to the meetings of the General Assembly of the Association.
f) not to carry out activities contrary to the interests of the Association;
g) to communicate to the Association their new headquarters/domicile, if different, within 10 days after being changed;
(1) Membership terminates in the following situations:
- by withdrawal, based on a withdrawal application;
- by exclusion in the following situations:- for failing to pay the membership fee until 30th June every year;- for bringing material and/or moral damage to the Association.Art. 15. The associate members who withdraw or are excluded have no right upon the capital assets, remaining under the obligation to pay their contributions to which they committed before the Association. (2) After the General Assembly of the Association has resolved to accept a new member, an addendum to these statutes shall be concluded, whereby the new member shall be mentioned in the preamble to the statute. (4) It shall be deemed that each new member of the Association entirely accepts the provisions of the Association statutes and articles of incorporation at the time they join the Association.
Bodies of the Association
The Bodies of the Association are:
- General Assembly
- Executive Committee
A) General Assembly of the Association
- The General Assembly is the governing body of the Association, consisting of all founding and associate members or their appointed representatives in compliance with the legal provisions.
- Each associate shall exercise due diligence to secure permanent representation in the General Assembly of the Association.
- Resolutions on appointments/revocations/replacements of representatives shall be transmitted, in copy, to the associates and the President of the Association within 5 (five) working days after they are issued.
- The General Assembly is attended by:
- founding members
- associate members
- honorary members – as invited guests, without voting right
- supporting members – as invited guests, without voting right
- other invited guests, without voting rights, approved by the Executive Committee
The General Assembly elects from among its members the President of the Association, who has the duties stipulated in these statutes and who represents the Association in third party relations, unless otherwise expressly provided.
- The General Assembly of the Association fulfils the duties established according to art. 21 paragraph (2) of Government Ordinance no. 26/2000, approved with further amendments and supplements, as well as the special duties stipulated herein, according to the mandate entrusted by the associates hereunder.
- The duties of the General Assembly of the Association regarding its activity are:
a) to establish the strategy and the general objectives of the Association;
b) to grant discharge from management to the members of the executive committee for the period ended, based on the activity report presented before the General Assembly by the executive committee;
c) to approve the financial statements of the Association for the financial year ended and the draft income and expense budget for the upcoming financial year;
d) to elect and revoke the members of the executive committee;
e) to elect and revoke the censor;
f) to set up subsidiaries/branches;
g) to approve the organisational chart and the personnel policy of the Association, including the organisation of the technical staff of the Association, and, if applicable, of the boards/committees.
h) to approve the contracts to be concluded by the Association on its own behalf, whose value exceeds the equivalent in lei of the sum of 100,000 euros;
i) to amend the Articles of Incorporation and the Statutes of the Association;
j) to dissolve and to liquidate the Association, as well as to determine the purpose of the property remained after liquidation;
k) to approve the acceptance of new members in the Association, the withdrawal and the exclusion of members from the Association;
l) to approve the annual membership fee;
m) any other duties set forth by the law or in these statutes.
Associates’ representatives in the General Assembly are responsible for their activity in accordance with the legal provisions in force.
- The General Assembly of the Association meets at least annually, or whenever necessary and has permanent control right over the Executive Committee and the censor. The General Assembly is convened by the President of the Association or by at least one third of the number of associates.
- The convocation shall be sent by letter, fax or e-mail at least 5 (five) calendar days before the date of the meeting and shall include the date, time, place and agenda of the meeting.
- The convocation shall be sent to the associates’ representatives who have the right to attend and vote regarding the respective decision-taking according to the provisions of these statutes.
- The meetings of the General Assembly of the Association shall be chaired by the President of the Association or, in his/her absence, by the person nominated by the President or by the General Assembly from among the participants.
- The General Assembly of the Association shall elect a secretary to attend the meeting and to take the minutes of the meeting.
- The minutes are signed by the President and the secretary. One copy of the minutes shall be sent, within maximum 5 (five) calendar days after the meeting, to each associate convened according to the provisions of paragraph (2), whether his/her representative attended the meeting or not.
- The resolutions of the General Assembly of the Association are recorded in a record of minutes which is kept at the headquarters of the Association.
The associate who, in a certain issue upon which the general assembly is to resolve, has a personal interest or through his/her spouse, ascendants or descendants, collateral line relatives or akin up to the forth degree included, shall not take part to the deliberation or the vote.
The associate who breaches the provisions of art. 22 is liable for the damages caused to the association if without their vote the majority requested could not have been obtained.
- Each associate, through their representative, has an equal voting right in the General Assembly of the Association.
- To be valid, the resolutions of the General Assembly adopted while exercising the duties stipulated in art. 19 paragraph (2) letter a) – m) require the presence of two thirds of the number of associates and a simple majority of the votes cast by the attending associates.
- If the quorum is not met at the first convocation, the General Assembly is convened for a subsequent date which cannot be later than 15 calendar days from the date set for the first convocation, and at the second convocation the General Assembly is validly gathered whatever the number of attending members, the resolutions being adopted with the simple majority of votes cast by the attending associates.
Should the representative of one Associate be not able to attend a meeting of the General Assembly of the Association to which he/she was convened, he/she may be replaced by another representative of the associate, empowered for this purpose.
B) Executive Committee
- The Executive Committee is the governing body of the Association and consists of 3 persons out of which a Chair and 2 members, elected by open voting in the General Assembly, for a period of 3 years. The composition of the Executive Board shall ensure the best representation within this body of all members of the Association. Any of the persons in the committee may be re-elected in the coming elections, without limitation of the number of successive mandates. The total number of members in the executive committee, including the Chair, must always be odd.
- The President of the Association is also the Chair of the Executive Committee.
- The members of the executive committee are liable for their activity, in accordance with the legislation in force.
- In case of vacancy or prolonged absence of a member of the executive board, the election of his/her substitute shall be made by the decision of the executive committee within 30 days after the event which generated the replacement. A vacancy is considered the death or the resignation of any member of the executive committee. A prolonged absence is considered the unjustified absence of any member of the executive board at 3 consecutive meetings of the Committee.
- The Executive Committee ensures the enforcement of the resolutions adopted by the General Assembly of the Association and exercises the duties stipulated in these statutes and those which shall be delegated to it by the General Assembly.
- The Executive Committee exercises the following duties regarding the activity of the Association:
- presents before the General Assembly the activity report for the previous period, the execution of the income and expense budget, the balance sheet, the draft income and expense budget for the coming year and the draft programmes of the Association;
- proposes and approves the establishment of a specialized body to achieve the objectives of the Association, financed from its resources, as well as the amount of salaries, allowances and awards for the staff of the specialized body; proposes the organisational chart;
- hires, if appropriate, the executive manager of the Association, who shall be in charge with hiring the members of the technical body, in compliance with the personnel policy (organisational chart, salary grid) approved probate general assembly of the Association within the limit of the budget approved by it;
- proposes the amount of the membership fee for the coming year, which will be included in the draft budget of the Association, submitted to the General Assembly for approval;
- in the relationship with the associates, monitors payment by them of the annual membership fee to the Association budget and decides the measures to be taken against those associates who have not pay their membership fee within the period stipulated in these statutes;
- approves the legal acts to be concluded by the Association on its behalf, except for contracts whose value exceeds the equivalent in lei of the amount of 100,000 euros;
- decides on the opportunity to sue contractual partners who prove to be guilty of breaching the contractual provisions that the Association has undertaken, when failing to find solutions for amicable settlement;
- fulfils any other duties stipulated herein or established by the general assembly.(2) The decisions of the executive committee are taken in the presence and with the vote of at least half plus one of all members of the executive committee. (4) The executive committee may empower one or several persons with executive positions, including persons who do not have the capacity of associate or are alien to the association, to exercise certain clearly determined duties.
Art. 29. – President
- Each member of the association may candidate to be elected for the position of President, except when the association member is late paying the membership fees, the rates or the penalties due to the association.
- The president is liable before the general assembly and executive committee for the management of the current activity of the association and must work for the benefit of the association members.
- The president of the association is chosen by its members in the General Meeting, by a majority of votes.
- In case of equal votes in adopting a decision by the Executive Board, the President shall have the decisive vote.
- In exercising his/her prerogatives, the President has the following duties:
a) controls the performance of operations in the association bank account, in compliance with the legal norms in the field;
b) concludes the contracts necessary to carry out the activity of the association;
c) issues orders for the staff, employees and persons with administration positions within the association;
d) represents the association in third party relations;
e) hires and dismisses operating staff;
f) chairs the meetings of the General Assembly.
- In order to meet its purpose and objectives, the Association shall set up its own technical staff.
- The technical staff may be led by an Executive Manager appointed by the executive committee. The members of the technical staff shall have the status of employees of the Association.
- The technical staff shall include at least the following persons:
a) a secretary;
b) an accountant/economist;
c) a legal adviser;
d) a sufficient number of specialists to monitor the performance of the activity, according to the mandate given to the Association hereunder.
4. When calculating the amount proposed for the annual membership fee, the executive committee shall consider the sums necessary to cover the operating expenses of the technical staff of the Association.
A) Financial control of the Association
- The internal financial control of the Association is provided by a censor elected by the General Assembly for a period of 3 (three) years, extendable.
- The members of the executive committee cannot be censors. The censor must be a certified accountant or accounting expert, under the conditions of the law.
- In fulfilling his/her duty, the censor/committee of censors:
- verifies the way the Association assets are administrated;
- writes reports and presents them before the General Assembly;
- may participate in the meetings of the of the Executive Committee, without voting right;
- fulfils any other duties established by the General Assembly.
4 The committee of censors may elaborate internal rules of operation which must be subject to the approval of the General Assembly.
Dissolution and liquidation
Art. 32. – The association shall be dissolved:
a) de jure;
b) by order of the competent court;
c) by resolution of the General Meeting.
Art. 33. – The Association shall be dissolved de jure if:
a) it is impossible to meet the purpose and the objectives for which it was set up, unless such purpose is changed within 3 (three) months after acknowledgement of such act;
b) it is impossible to set up the General Assembly or the executive committee in accordance with these statutes, if such situation lasts for more than one year after the date the General Assembly or, as applicable, the executive committee should have been set up;
c) the number of associates is decreased below 3, unless such number is supplemented within the legal term stipulated for this purpose.
Art. 34. – The association is dissolved by order of the competent court when:
a) its purpose or activity has become illicit, or contrary to public order;
b) the achievement of its purpose is pursued by means illicit which are illicit or contrary to public order;
c) the association pursues other purpose than the purpose for which it was set up;
d) the association has become insolvent.
- The liquidation of the Association shall be performed under the conditions stipulated by the legislation regarding associations.
- The property and the sums of the Association remained after the liquidation shall be transferred, in accordance with the provisions of Law no. 26/2000.
- After the liquidation is completed, the liquidators must request the deregistration of the Association from the Register of associations and foundations.
- The association ceases to exist at the time of it deregistration from the Register of Associations and Foundations.
CHAPTER VII Final provisions
- These statutes may be amended only by addenda signed by the representatives of all associates, particularly empowered for this purpose.
- These statutes shall be supplemented with the provisions of the legislation in the field.
- All disputes arisen from or in connection with these statutes, including any issue related to their interpretation, validity or termination, which cannot be solved amicably, shall be referred to the competent courts of law.
- These statutes are governed by the Romanian law. Should changes occur in the incident legislation, these statutes shall be amended in accordance with the new provisions.