Societatea Națională de Neuroștiințe

STATUTES of the National Neurosciences Society of Romania

CHAPTER I. GENERAL PROVISIONS

Art. 1. “The National Neurosciences Society” is founded in accordance with its Memorandum of Association by the Founding Members in accordance with the Government Ordinance No. 26/2000 regarding associations and foundations, and with the Decree No. 31/1954 regarding natural and legal persons.

Art. 2. The purpose of “The National Neurosciences Society” is to promote the advance of research, academic education in the field of the structure and function of the nervous system and medical care related to the nervous system pathology and its interrelation with the homeostasis of the body.

Art. 3. The name of the society is “The National Neurosciences Society”.

Art.4. (1) The head office of the Society is in Bucharest, 8, Eroilor Sanitari Blvd., District 6. (2) The head office of the Society may be changed on the basis of the decision of the Board of Directors.

Art. 5. “The National Neurosciences Society” is established for an unlimited period.

Art. 6. (1) The assets of the Society consist of patrimonial assets and are formed of the contributions in cash of the founding members, paid up by the associates.
(2) All the assets shall be recorded and held in accordance with the Romanian legislation on the matter, in the name of the Society and shall only be used for the achievement of its objectives.

Art. 7. The objectives of the “National Neurosciences Society” are the following: – to stimulate research in order to better understand the cell and molecular mechanisms ensuring the nervous system function in normal and pathological conditions;
– to improve the cooperation and communication between the university research centers and research institutes;
– to integrate Romanian research with world research through the cooperation of the Romanian research centers with similar centers worldwide.

CHAPTER II. MEMBERSHIP OF THE SOCIETY

Art. 8. “The National Neurosciences Society” shall include the following categories of members:
a) founding members – the members who established the Society and who contributed from the professional, moral and material points of view to its establishment and to the formation of its assets;
b) associate members – the persons who are admitted after its establishment, who contribute from the moral and material points of view to increase the assets of the Society and to accomplish its objectives, by carrying on activities in the field of scientific research, university and post-university medical education as well as medical care, having the domicile or residence in Romania;
c) corresponding members – the persons who are admitted in the Society after its establishment and who fulfill the conditions necessary to obtain the quality of an associate member, except for the domicile or residence which is located outside Romania;
d) supporting members – persons adhering to the objectives of the Society and who support their achievement materially and morally;
e) honorary members – natural or legal persons who have rendered and continue to render exceptional services to the Society or to the field of neurosciences.

Art. 9. (1) Associate membership or corresponding membership is granted by the General Meeting with the vote of at least two thirds of the members present, at the proposals made by at least two founding members;
(2) Supporting membership is granted by the Board of Directors with the vote of at least two thirds of the members present, at the proposals made by at least two founding members;
(3) Students of the University of Medicine may also be supporting members;
(4) Honorary membership is granted by the General Meeting, with the vote of at least three quarters of the total number of members, at the unanimous proposal made by all the founding members or by the Board of Directors.

Art. 10. (1) Membership of the National Neurosciences Society is forfeited as follows:
a) through exclusion, for serious infringement of the Statutes, the regulations or the decisions of the Board of Directors and of the General Meeting;
b) through the withdrawal of membership owing to the non-fulfillment, at the date of the admission or subsequently, of the conditions stipulated under art. 9 of the present Statutes, for each category of members, except for the founding members and for the honorary members who may lose this quality only through exclusion;
(2) Failure to pay the fees set by the Board of Directors, for a period of 12 consecutive months brings about the loss of membership of the Society, through exclusion;
(3) The founding members and the members of the Society may give up their membership by informing the Board of Directors and the General Meeting of their decision to withdraw from the Society.

Art. 11. (1) The decision of exclusion or withdrawal of membership is taken with the vote of at least two thirds of the members present in the General Meeting;
(2) The decision of exclusion or withdrawal is notified to the respective members, who may challenge it according to the law and to the present Statutes.

Art. 12. The members who are excluded or to whom membership is withdrawn, or who give up this quality have no right whatsoever over the assets of the Society.

Art. 13. The founding members and the members of the Society have the following rights:
a) to elect and to be elected in the Board of Directors and in the Auditing Commission, if they are at least 18 years old, if they have the necessary skills and capacity for the positions they apply for and if they have no criminal record;
b) to express by voting their option regarding the draft decisions of the General Meeting.

Art. 14. The founding members and the members of the Society have the following obligations:
a) to know and to observe the Statutes, the Regulations and the Decisions of the Board of Directors of the National Neurosciences Society.
b) to fulfill their material and financial obligations according to their commitments;
c) to support the interests of the National Neurosciences Society;
d) to contribute, morally and materially, to the increase of the assets of the Society and to the achievement of its objectives.

CHAPTER III. ASSETS

Art. 15. The initial assets of the Society consist of patrimonial assets amounting to ROL 10,980,000 (500 $USD).

Art. 16. The initial assets of the Society shall be completed with revenues deriving from the contributions of the founding members and of the members of the Society, the members’ fees and admission fees, sponsorships, donations or legacies, interests and dividends resulting from the investment of the available sums, in accordance with the law, as well as with other revenues provided for by the law.

CHAPTER IV. MANAGEMENT AND CONTROL OF THE SOCIETY

Section I – GENERAL MEETING

Art. 17. (1) The General Meeting is the managing body consisting of all the Society’s members.
(2) The General Meeting has the following prerogatives:
a) to set the strategy and the general objectives of the Society;
b) to approve the income and expenditure budget and the balance sheet;
c) to elect and to dismiss the Board of Directors;
d) to elect and to dismiss the auditor and the members of the Auditing Commission;
e) to set up subsidiaries;
f) to amend the Memorandum of Association and the Statutes;
g) to dissolve and to liquidate the Society, as well as to establish the destination of the assets left after the liquidation;
h) any other prerogatives provided for by the Statutes or by the law.

Art. 18. The General Meeting meets at least once a year and has right of permanent control over the Board of Directors and the Auditor/the Auditing Commission.

Art. 19. The General Meeting is convened at least 15 days prior to the date set for it or, in case of emergencies, at least 5 days before the date set for it, in this last case:
a) if the amendment of the Statutes is absolutely necessary;
b) events occurred endangering the existence of the Society;
c) at the written request of at least 1/3 of the founding members and of the associate members.

Art. 20. (1) The General Meeting is convened by the Board of Directors through a written notice including the date, place and agenda, conveyed according to the terms provided for in Art. 20 of the present Statutes.
(2) The papers to be submitted for debate shall be placed at the disposal of the participants at the Secretariat of the Society.
(3) The participants may ask for the introduction on the agenda of requests, filed in written form at the secretariat of the Society at least 15 days prior to the date of the General Meeting.
Art. 21. (1) The following persons shall attend the General Meeting:
a) the founding members;
b) the associate members;
c) the honorary members;
d) the supporting members.
e) guests
(2) At the General Meeting each founding member and each associate member has the right to a deliberative vote.
(3) Regarding a particular matter subject for approval by the General Meeting, the members who are interested personally or through their spouses, ascendants or descendants, collateral relatives and affines to the fourth degree included, shall not participate either in the debates or in the voting, otherwise they shall be liable for the damages caused to the Society if the necessary majority had not been reached without their vote.

Art. 22. The elections of the Board of Directors and of the Auditor/Auditing Commission shall take place every 4 years, except for the cases of withdrawal or dismissal, when they may be organized at the following General Meeting.

Art. 23. The reports of activity of the Board of Directors and of the Auditor/Auditing Commission, the programs of activity, the income and expenditure budgets and the balance sheets shall be debated and submitted for approval by the General Meeting annually.

Art. 24. (1) The General Meeting may be held if at least half plus one of the founding members and associate members are present.
(2) In case the quorum stipulated in paragraph 1 is not reached, the General Meeting shall be reconvened after a 10-day period and it may be held irrespective of the number of members present.

Art. 25. The decisions of the General Meeting shall be taken with a simple majority of votes cast by those who are present, except for the decisions regarding the dissolution of the Society or the amendment of its Statutes.

Art. 26. (1) The General Meeting is chaired by a President, or, in his/her absence, by his/her deputy who has to inform on the situation of the presence of the members and the nominal list of those present.
(2) The minutes drawn up at each General Meeting concerning the progress of the meeting, the debates and the decisions taken shall be kept at the secretariat of the Society, the members who are absent being informed about them.

Section II – THE BOARD OF DIRECTORS

Art. 27. (1) The Board of Directors shall ensure the implementation of the decisions of the General Meeting.
(2) The Board of Directors is formed of:
a) President
b) Honorary President
c) Vice-President
d) Members (3)
e) Secretary General
(3) The members of the Board of Directors shall be elected by the founding members by open nominal ballot, for a 4-year period.
(4) Persons outside the Society may be included in the Board of Directors within the limit of one quarter of its composition at the most.

Art. 28. The Board of Directors of the Society shall ensure the achievement of its purpose and objectives, exercising the following prerogatives:
a) it presents to the General Meeting the report of activity for the previous period, the income and expenditure budgeting, the balance sheet, the draft income and expenditure budget, the draft programs of the Society and any other drafts;
b) it concludes legal documents on behalf of and in the name of the Society;
c) it approves the organization chart and the staff policy of the Society;
d) it draws up the internal regulations for its operation;
e) it fulfills any other prerogatives set by the General Meeting.

Art. 29. Regarding a particular matter subject for approval by the General Meeting, the members of the Board of Directors who are interested personally or through their spouses, ascendants or descendants, collateral relatives and affines to the fourth degree included, shall not participate either in the debates or in the voting, otherwise, in accordance with the law, they shall be liable for the damages caused to the Society if the necessary majority had not been reached without their vote.

Art. 30. A person holding a managing position in a public institution cannot be a member of the Board of Directors, and if he/she is a member, he/she loses this quality if the Society has the purpose of supporting the activity of that institution, in accordance with the legal provisions in force.

Art. 31. The decisions contrary to the law, to the Memorandum of Association or to the Statutes of the Society may be attacked by the founder(s) or by any of the members of the Board of Directors who were absent or voted against and asked this fact to be recorded in the minutes of the meeting, in accordance with the legal provisions in force.

Art. 32. The Board of Directors may empower one or several persons holding executive positions, including persons who do not have the quality of a founder or are extraneous to the Society to conclude legal documents on behalf of and in the name of the Society, or any other prerogatives provided by the law or by the Statutes.

Art. 33. (1) The Board of Directors shall consist of 7 members, elected by open nominal ballot by the founding members at the establishment of the Society and afterwards for a 4-year period.
(2) In accordance with the decision of the founders, by securing 2/3 of their votes, the initial members of the Board of Directors may be replaced. In case an appointed member leaves the Board of Directors, he/she shall be replaced by one of the founding members or by a third person, in accordance with the decision of the founding members, by securing the votes of 2/3 of their number.
(3) The vacant positions shall be filled following the decision (vote) of the founders and in case none of the founders is still alive, by securing the votes of 2/3 of the members of the Board of Directors.
(4) The vacant positions shall be filled within 30 days at the most from their becoming vacant or from the expiration of the 4-year period for which the persons forming the Board of Directors were elected.

Art. 34. (1) The Board of Directors shall meet at least once a month or whenever the needs of the Society require it.
(2) The convening of the Board of Directors shall be made by the President, and in his/her absence, by his/her deputy, at least 10 days prior to the set date.
(3) The Board of Directors shall debate validly in the presence of 2/3 of its members and it shall adopt decisions with half plus one of the votes.

Art. 35. The debates and decisions of the Board of Directors shall be recorded in minutes drawn up at each meeting.

Section III – FINANCIAL CONTROL

Art. 36. (1) The Auditor provides the internal financial control of the Society.
(2) In the discharge of his duties, the Auditor shall perform the following:
a) check the way in which the assets of the Society are managed;
b) draw up reports and submit them to the Board of Directors;
c) attend the meetings of the Board of Directors, without the right to vote;
d) exercise any other prerogatives provided for in the Statutes or set by the Board of Directors.
(3) The members of the Board of Directors cannot be auditors.

Art. 37. The Board of Directors shall approve the general rules for the organization of the internal financial control of the Society and for the appointment of the Auditor.

Art. 38. The revenues of the Society shall be derived from:
a) the interests and dividends resulting from the investment of the available sums, in accordance with the law;
b) the dividends of the commercial companies established by the Society;
c) the income obtained from direct economic activities;
d) donations, sponsorships or legacies;
e) resources obtained from the state budget and/or from the local budgets;
f) other revenues as provided by the law.

Art. 39. (1) The Society may set up commercial companies whose dividends, if not reinvested in these companies, shall be used for the achievement of the objectives of the Society.
(2) The Society may carry on any other direct economic activities, if these have an ancillary character and are closely related to its main purpose.

Art. 40. (1) The main expenses of the Society shall be:
a) salaries and additional pay to the salaries;
b) allowances, bonuses and prizes;
c) purchase of office supplies and stationery;
d) rents, interests, taxes, bank commissions;
e) grants, accommodation, board and transportation;
f) utilities: electric power, thermal power, natural gas, water;
g) other expenses.
(2) The expenses shall be made in accordance with the provisions of the income and expenditure budget and shall be approved by the persons empowered to do so by the Board of Directors.
(3) The salaries, allowances and other financial rights of the staff shall be set according to the organization chart and to the income and expenditure budget.
(4) The Board of Directors shall order the payment of prizes, bonuses, and other similar payments out of the existing availabilities.

Art. 41. The economic-financial year shall start on 1 January and it shall end on 31 December of each year.

CHAPTER V. DISSOLUTION AND LIQUIDATION

Art. 42. The Society shall be dissolved:
I. by right due to: the failure to fulfill or, as the case may be, the impossibility to fulfill the purpose for which it was established, if within 3 months from the ascertainment of such a case this purpose is not changed.
II. by court decision: at the request of any interested person when:
a) the purpose or activity of the Society has become unlawful or contrary to public order;
b) the achievement of the purpose is pursued by means which are unlawful or contrary to public order;
c) it pursues a purpose different from that for which it was established;
d) it has become insolvent;
e) it no longer obtains in advance the necessary authorizations, in accordance with the law.
III. in case it is impossible to set up the Board of Directors in accordance with the Statutes of the Society, if this situation lasts for over a year from the date when, according to the Statutes, the Board of Directors was to be set up.
IV. in other situations provided for by the law.

Art. 43. (1) In case of the liquidation of the Society, the liquidators shall be appointed by the Court.
(2) Concurrently with the appointment of the liquidators, the mandate of the Board of Directors ceases.
(3) When taking office, the liquidators shall draw up the inventory and conclude a balance sheet determining the exact situation of the assets and liabilities.
(4) They have to receive and to keep the books and any other documents of the Society and record all the liquidation operations, in their chronological order, in a register.
(5) The liquidators shall fulfill their mandate under the supervision of the Auditor.

Art. 44. (1) The liquidators have to carry on the legal operations in process, cash the debts, pay the creditors and if there is not enough cash available, to convert the rest of the assets into cash, by selling by public auction the movable and immovable assets.
(2) The liquidators may undertake only those new operations which are necessary to finalize those in progress.

Art. 45. (1) In case of dissolution of the Society, the assets left after the liquidation cannot be transferred to natural persons.
(2) These assets may be transferred to private or public law legal persons, having an identical or similar purpose, in accordance with the following procedure: the assets left after the liquidation of the Society shall be transferred free of charge to the University of Medicine and Pharmacy “Carol Davila” Bucharest.
(3) In case within 6 months from the completion of the liquidation, the liquidators have not managed to transfer the assets according to paragraph (2), these shall be entrusted by the Court to a legal person having an identical or similar purpose.
(4) The transfer date of the assets shall be the date when the minutes of delivery-reception are drawn up, unless a subsequent date was set.

Art. 46. The liquidators shall conclude the operations and hand over the management account only after the expiration of a 6-month term from the publishing of the dissolution of the Society.

Art. 47. After the completion of the liquidation, the liquidators have to file the balance sheet, the account journal and a memorandum, to declare the liquidation operations at the Register of the Associations and Foundations of the Court in whose territorial division the head office of the foundation is located and to fulfill all the publishing procedures and the striking out from this register.

Art. 48. In case within 30 days from the filing of the balance sheet no claim is recorded, the balance sheet shall be considered irrevocably approved and the liquidators, with the approval of the Court, shall deliver to the appropriate persons the assets and sums left after the liquidation, together with all the books and documents of the Society and of the liquidation, being considered subsequently discharged.

Art. 49. (1) The Society shall cease to exist on the date of its striking out from the Register of Associations and Foundations.
(2) The striking out shall be made on the basis of the document of findings delivered to the liquidators, through which their discharge of the obligations undertaken by them is certified.

CHAPTER VI. GENERAL PROVISIONS

Art. 50. The provisions of the present Statutes shall be completed with the legal provisions.

Art. 51. Drawn up and processed in Bucharest in 23 copies.

21 original copies were handed to the parties today, the date of the authentication.