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ARTICLES OF ASSOCIATION
OF
The Speleological Association Exploratorii (ASE)
CHAPTER 1
NAME, LEGAL NATURE, REGISTERED OFFICE, DURATION
ART.1 The Speleological Association Exploratorii, commonly known as ASE, is a non-governmental organization, a legal entity of private law, a non-profit and apolitical organization.
ART.2 The registered office of ASE is situated in the city of Resita, 5/3/3 Sportului Street, Caras-Severin County, Romania.
This office may be moved to another location following a decision taken by the Board of Directors.
ART.3 ASE is founded for an indefinite period.
CHAPTER 2
PURPOSE, OBJECT OF ACTIVITY
ART.4 The purpose of the association is to study and preserve the environment, to develop the non-governmental sector.
ART.5 ASE has the following object of activity :
a) Conserving and protecting natural resources; administrating protected areas; combating and controlling pollution;
b) Speleological studies (through exploration, topography, removing obstructions to possible caves and cave-diving); studies of hydrology, paleontology, archeology, biology, chemistry, climatology, etc. in caves); protecting karstic phenomena
c) Creation and management of a complete database in the departments mentioned, assure the accessibility of information on/at an international level (i.e. Internet).
d) Development and promotion of tourist regions and tourist services.
e) Promoting visual arts and editing visual arts materials
f) Conservation of cultural and historical resources;
g) Organization to aid in critical situations in caves or mountain zones
h) Provide education to students, youth, administrative bodies and the local/regional community.
i) Protection of copyrights of authors within the association.
j) Providing aid and promoting volunteerism and public action.
k) Creating opportunities for cultural exchanges as well as better relations between Romanians around the world.
l) Creating affiliates of the association; becoming members/partners of national and international networks and federations.
m) Collaboration with NGO's, local and central administrations, public services, mass-media, commercial societies and individual persons for reasons or purpose of the any or all the above objectives.
CHAPTER 3
MEMBERSHIP
ART. 6 Membership of the Association shall be of the following categories:
- members
- active members
- partner members
- volunteer members
- honorary members
ART.7 Any Romanian or foreign natural person who agrees to abide by the provisions of the current Articles of Association, who wishes to contribute and support through his/her activities the purpose of the Association, may become a member of the association.
ART.8 Any natural person who pays a monthly subscription, knows the Articles of Association and the Internal Regulations OF ASE and agrees to comply with them may become a member of the association.
ART.9 Any person who pays a monthly subscription, knows the Articles of Association and
Internal Regulations OF ASE and agrees to comply with them, activates within the association and passes the exams stipulated in the Regulations, may become an active member of the association.
ART.10 Any natural person with experience in different fields concerning the object of activity of the association, who knows the Articles of Association and Internal Regulations OF ASE and agrees to comply with them, may become a partner member.
ART.11 Any natural person who wishes to contribute to the activities of a department or to carry out a project, which knows the Articles of Association and Internal Regulations OF ASE and agrees to comply with them, may become a volunteer member.
ART.12 Any Romanian or foreign personality of the scientific, legal, political, social or cultural life who supports/supported through his/her activity the purpose of the Association, may become honorary member.
ART.13 The members and active members have the following rights:
a) to participate in the actions organized by the association and to make proposals at the General Meeting;
b) to elect the managing body of the association;
c) to be elected in the managing body (only the adult active members);
d) to benefit from periodic information regarding the association's activity;
e) to use the common assets of the association only for the activities organized by it;
f) to contest the resolutions taken against them by the Board of Directors;
ART.14 The members and active members have the following obligations:
a) to observe the provisions of the Articles of Association;
b) to observe the resolutions of the executive body;
c) to participate in the actions organized by the association;
d) to acquit the quota of the due expenses and contributions in the amount approved by the Board of Directors;
e) to fulfill the tasks they undertake;
f) to have a dignified behavior towards the others, respecting their activity regardless of their position within the association;
ART.15 Partner members have the following rights:
a) to participate in the actions organized by the association;
b) to benefit from periodic information regarding the association's activity;
c) to use the common assets of the association only for the activities organized by it;
d) to contest the resolutions taken against them by the Board of Directors;
ART.16 Partner members have the following obligations:
a) to observe the provisions of the Articles of Association;
b) to observe the resolutions of the managing body;
c) to fulfill the tasks they undertake;
d) to have a dignified behavior towards the others, respecting their activity regardless; of their position within the association;
ART.17 Volunteer members have the following rights:
a) to participate in the actions organized by the association;
b) to benefit from information regarding the activity of the departments or projects they support;
c) to use the common assets of the association, put at their disposal by the Board of Directors or by the projects coordinators only for the activities developed by these persons;
d) to contest the resolutions taken against them by the Board of Directors;
ART.18 Volunteer members have the following obligations:
a) to observe the provisions of the Articles of Association;
b) to observe the resolutions of the managing body;
c) to fulfill the tasks they undertake;
d) to have a dignified behavior towards the others, respecting their activity regardless of their position within the association;
ART.19 Cases in which the membership of the association is lost are:
a) The non-observance of the association's Articles of Association;
b) the perpetration of facts that affect the prestige of the association;
c) hiring persons in activities against the law and the rightful order;
d) convictions of penal offenses;
e) non-payment of the due subscription and other charges within a six-month period of time;
f) failure to return on time the assets of the association;
g) on demand;
CHAPTER 4
INTERNAL STRUCTURE OF THE ASSOCIATION
ART.20 The executive bodies of ASE are The General Meeting and the Board of Directors
ART.21 The financial audit is exercised by the auditor.
SECTION 1
THE GENERAL MEETING
ART.22 The General Meeting is the executive body consisting of all Association's members.
ART.23 The General Meeting has the following attributions:
a) adopts the strategy and the operative plan of the organization;
b) approves the income and expense budget;
c) elects and discharges the members of the Board of Directors from liability;
d) elects and discharges the auditor from liability;
e) reviews and approves the Board of Directors' reports, the budget's execution, the annual financial statements, the annual activity program;
f) decides on the amendment of the Articles of Incorporation and the Articles of Association;
g) decides on the dissolution and the liquidation of the association as well as the inherent legal procedures;
h) decides on the establishing of new branches;
i) approves the resignations of the Board of Directors' members
ART.24 The General Meeting is considered to be properly constituted when at least half plus one of the members with voting rights are present. In the absence of a quorum at the first convene, the General Meeting will be called again within the next 7 days with the same agenda. At the second convene, the General Meeting will be considered properly constituted regardless of the number of the attending members with voting rights.
ART.25 The General Meeting gathers once a year in ordinary session or whenever necessary in extraordinary session, being called by at least 30% of its members with voting rights or by the ASE president.
ART.26 The convene is made by the president at least 30 days prior to the meeting, the agenda of the session being communicated at the same time. The General Meeting's work is chaired by the President and the resolutions are written in the minute book and signed by the President and the session's Secretary.
ART.27 The General Meeting accepts and modifies by secret voting the ASE Articles of Association with no less than 70% of the total voting rights of all members having the right to vote at the General Meeting, as well as the Internal Functioning Regulations (I.F.R.)
ART.28 The General Meeting elects the members of the Board of Directors by secret voting with no less than 70% of the voting rights members' votes. In case there is more than one candidate for the same position, after the first election run will remain the first two candidates who received the most votes. After the second run, the winning candidate will be elected by secret voting by a simple majority. For the members of the Board of Directors the members of the ASE branches will vote as well, and, if the letters cannot be present at the General Meeting, they can vote by proxy.
ART.29 The ASE auditor is elected by a simple majority through secret voting by the members of the General Meeting.
ART.30 Other resolutions taken by the General Meeting will be passed by a simple majority through open voting.
ART.31 The resolutions passed at the General Meeting will be obligatory for all the members with voting rights, even if they weren't present or voted against them.
ART.32 No General Meeting resolution is valid if 70% of the active members vote against it.
SECTION 2
THE BOARD OF DIRECTORS
ART.33 The Board of Directors is the executive body of ASE which executes the resolutions of The General Meeting.
ART.34 The Board of Directors has the following attributions:
a) prepares the sittings of The General Meeting
b) supervises the implementation of The General Meeting's resolution and checks up their execution
c) coordinates the activity of the association between the two sessions of the General Meeting
d) elaborates the project of strategic plan, the operational plan, the income and expenditure budget, other projects of resolutions and documents to be submitted to approval;
e) presents the report of activity on the previous period, the execution of the income and expenditure budget, the annual financial statements to the General Meeting;
f) concludes legal acts in on the behalf and at the expense of the association;
g) approves the organization chart and the staff politics;
h) creates specialized departments for a definite or indefinite period;
i) appoints the department managers, establishing the duration, the conditions of appointment and their attributions;
j) supervises the activity of the department managers and the project coordinators, being entitled to solicit periodic reports of activity;
k) organizes and regulates the administration of the funds and the patrimony of the association;
l) approves the resignations of the Board of Directors' members between the two General Ordinary Meetings and convenes the Extraordinary General Meeting for the completion of the vacant job;
m) decides on the disciplinary sanctions, in accordance with Chapter 9 ART.63, and on the admission of new members in A.S.E.;
n) coordinates and controls the activity of the Technical Structure, modifying or canceling the inadequate acts and actions;
o) can assign executive functions to one or more persons, including non-members to exercise the attributions stipulated in ART.33 f) or other attributions deriving from the General Meeting's resolutions;
p) draws up the I.F.R. and submits it to the General Meeting's approval;
q) exercises other attributions assigned by I.F.R;
ART.35. The Board of Directors consists of:
a) president;
b) vice-president;
c) 3 members;
d) the presidents of ASE branches
ART.36 The members of The Board of Directors are elected by secret vote by the General Meeting, for a 4 year mandate.
ART.37 The Board of Directors gathers semestrially in an ordinary meeting and whenever necessary in an extraordinary meeting at the President's convene, the notice being made at least 7 days prior to the meeting, the agenda of the session being communicated at the same time.
ART.38 The resolutions taken by the Board of Directors will be passed by a simple majority through open voting. The Board of Directors' works will be chaired by the President and in his absence by the vice-president. When an even number of members participates in the Board's meetings, the President's vote is worth double in the litigious cases.
ART.38 It cannot be a member of the Board a person with executive functions in a public institution, if the association's purpose is the support of the public institution's activity.
SECTION 3
THE PRESIDENT
ART.39 The ASE President is elected by secret vote by the General Meeting for a 4 year mandate.
ART.40 The President has the following attributions and competencies:
a) represents the ASE in the relations with third parties;
b) convenes and presides the meetings of the Board of Directors and the General Meeting with voting rights;
c) presents the annual report of the association's activity to the General Meeting;
d) presides the operative sessions of the association;
e) supervises the implementation of the association's plan;
f) appoints, together with the department managers, the project coordinators;
g) proposes, together with the department managers, the annual budget project of the association and submits the project to the Board of Directors
h) hires, in consensus with the Board of Directors, at his proposal and after consulting the project coordinators and the department managers, the necessary staff for the association's activities;
i) signs the agreements with the project coordinators, on the behalf of the association, and supervises the fulfillment of the task deriving from those agreements;
j) he is the credit ordner
k) responds in front of the General Meeting for any act or decision made;
l) Responsible for the general image of the A.S.E.
ART.41 The President can temporarily delegate the exercising of one or more of his attributions to the vice-president or to the CEO of the technical structure. If the president position gets vacant for whatever reason, his attributions will be temporarily carried out by the vice-president. The new president to carry on the mandate for the remaining time is to be elected during the first convocation of the Ordinary General Meeting after the vacation of the president position.
ART.42 If important decisions are to be made, the president will consult in advance the Board of Directors and in case of emergency can decide in its absence, assuming his responsibility.
ART.43 The attributions and competencies of the vice-president, of the 3 members and of the members of the ASE branches will be stipulated by the I.F.R.
CHAPTER 5
THE AUDITOR
ART.44 The Auditor ensures the internal audit of the association for a period of 4 years.
ART.45 The Auditor is elected by the General Meeting and he cannot have a position in the Board of Directors.
ART.46 The Auditor has the following attributions:
a) he verifies the financial and accounting activity of the association;
b) he verifies whether the expenses made concur with the income and expense budget and with the approved projects;
c) he presents the annual financial statements and the income and expense budget reports to the General Meeting;
d) he presents other reports at the President's or the General Meeting's call;
e) he fulfills other attributions that can be assigned by the General Meeting;
f) has the right to participate in the Board Directors' sessions with no voting right;
ART.47 In exercising his attributions, the Auditor is independent and responding only to the General Meeting.
CHAPTER 6
THE TECHNICAL STRUCTURE
ART.48 On the Board of Directors' decision, departments specialized on specific areas of activity related to the ASE's object of activity, will be created for definite or indefinite periods of time. These departments form the technical structure of the A.S.E.
ART.49 The organization, operation and attributions of the technical structure will be stipulated in I.F.R.
CHAPTER 7
ADMINISTRATION OF THE ASE
ART.50 The administration of the ASE is performed in accordance with the legislation in force. The financial year begins on January the 1st and ends on December the 31st.
ART.51 The financial management is performed by qualified personnel or a specialized firm. The financial management is controlled by the Board of Directors and the auditor. If the General Meeting or the auditor asks, it is possible for a financial audit to happen.
ART.52 ASE and its branches can hold bank accounts in lei or foreign currency at any bank, national or from abroad, in accordance with the legislation in force;
ART.53 The ASE branches can have financial administration of their own, according to the law.
CHAPTER 8
PATRIMONY AND FUNDS
ART.54 The ASE patrimony includes:
a) fixed and intangible assets;
b) any other values, legally accepted;
ART.55 The goods come from donations, sponsorships, own acquisitions, reimbursable or non-reimbursable financing, other legal sources.
ART.56 The administration of the patrimony and the funds is performed by the Board of Directors, according to the Articles of Association, the I.F.R. and the legal provisions in force.
ART.57 The ASE patrimony can be used for the association's activities exclusively according to its purpose, objectives and plans.
ART.58 The ASE can cede parts of its own patrimony to its branches administration.
ART.59 In addition to its own patrimony, the association may have in its administration and/or for its own use other goods given by other natural and legal persons for the purpose presented at ART.4.
ART.60 The ASE incomes derive from:
a) members' subscriptions;
b) interests and dividends from legal investments;
c) incomes from direct economic activities;
d) dividends of the companies established by the association;
e) donations, sponsorships or legateships;
f) resources obtained from the state or local administration budget;
g) membership fees or other members' contributions;
h) payments derived from copy rights;
i) incomes from contracts and agreements;
j) legal amounts from its own activities (training, consultancy, touristic guidance, touristic rebuilding and arrangement, selling publications, audio-video or other publicity and informative materials produced by the association, renting materials, other tourist and ecological services, speleological studies, topographic work and/or other activities related to its object of activity);
k) other legal sources.
ART.61 Nobody can claim funds or goods from the association's patrimony as a result of the previous contributions or under any other ground.
ART.62 In the case of the Association's dissolution, its funds and patrimony will be donated for a public use.
CHAPTER 9
SANCTIONS
ART.63 The sanctions are decided by the Board of Directors. The department managers and the project coordinators can also propose the sanctioning of the ASE members, based on the notifications and analyses made.
ART.64 Sanctions applied to ASE members:
a) warning;
b) deliver services for the association;
c) loss of rights for a determined period;
d) limited or definitive exclusion;
ART.65 The sanctions apply in case of breach of ART.19 a) - f) provisions. The sanctions applied to the natural persons from the Board of Directors are similar to those applied to the ASE members. Other details regarding the sanctions shall be stipulated in the I.F.R.
CHAPTER 10
FINAL PROVISIONS
ART.66 ASE can set-up companies or can develop any other direct economic activities if they have an auxiliary character and are related to the ASE's main purpose.
ART.67 ASE can hire employees.
ART.68 ASE has the right to edit publications.
ART.69 ASE's operation is regulated by the I.F.R. These regulations are drawn up by the Board of Directors and approved by the General Meeting observing the provisions of these Articles of Association. I.F.R. completes the provisions of these Articles of Associations with other internal organizational rules and attributions files for the members of the Technical Structure.
ART.70 The dissolution and liquidation of the ASE is made by the Extraordinary General Meeting convened especially for this purpose, in the presence of 70% of the members with voting rights. The dissolution and liquidation of the ASE patrimony takes place according to the provisions of Government Ordinance no 26 of 31 of January 2000.
ART 71 The current Articles of Association were validated by the General Meeting on 30.01.2003
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