Our Goal

BY-LAWS OF THE ASSOCIATION
,,The Romanian Society for Minimal-Invasive Surgery in Gynaecology”

CHAPTER I
Founding Associates

Art. 1. (1) The founders associates of the Association are the following:

1. Prof. Dr. Bogdan MARINESCU, domiciled in Bucharest, str. Aviator Mircea Zorileanu no. 44, Et. 1, Ap. 2, Sector 1, identified with ID card series RT no. 315101, issued by Secţia 20 on 03.03.2004, having Personal Numeric Code 1441129400092;

2. Prof. Dr. Gabriel BĂNCEANU, domiciled in Bucharest, str. Ing. Emil Balaban no. 4, Sector 1, identified with ID card series RT no. 067335, issued by Secţia 1 on 08.02.2000, having Personal Numeric Code 1451222400028;

3. Conf. Dr. Nicolae SUCIU, domiciled in Bucharest, str. Constantin Stere, no. 16, Sector 1, identified with ID card series RD no. 681604, issued by SPCEP Sector 1 on 21.10.2010, having Personal Numeric Code 1541012400541.

(2) The Association shall be incorporated based on the provisions of the Government Ordinance no. 26 of January 31, 2000, upon the free consent of the founders, as non-profit private Romanian legal person.

CHAPTER II
Name, Head-office and Term

Art. 2. The name of the Association shall be ,,The Romanian Society for Minimal-Invasive Surgery in Gynaecology”, name reserved with the Ministry of Justice under no. 92739/22.12.2010.

Art. 3. The head office of the Association is located in Bucharest, str. Feroviarilor no. 43, apt. 2, Sector 1, Bucharest, zip code 012206.
Art. 4. The Association shall be incorporated for an unlimited period of time.

CHAPTER III
Purposes and Objectives of the Association

Art. 5. (1) The purpose of the Association shall be to reunite in a scientific and professional organization gynaecologists, obstetricians and perinathologists, as well as other specialists who work in the field of gynaecology, obstetrics, perinathology and adjacent sciences. For such purpose, the Association is aiming to unite the efforts of its members for promoting the specific interests of the specialists in the field of obstetrics, gynaecology, perinathology and related fields, considering that in this way are promoted and protected the interests of women population from Romania, pregnant women and their foetuses and, in this manner, the general interest of the Romanian society, its final beneficiary of the Association’s activities being the entire population. Aiming to be a trustful partner in the dialogue with the authorities, the Association has as purpose to promote a consolidated, coherent, modern programme in the field of minum-invasive surgery in gynaecology, corroborated with the European requirements and standards in the field.
(2) The change of the purpose of the Association shall be done only by the majority of the founders.
(3) In all cases, the change of the purpose of the Association can be done only if it has been entirely or partially performed or if it cannot be performed, or is no longer actual.

Art. 6. (1) The objectives of the Association are the following:

(a) encouraging and sustaining the scientific research, both fundamental and applied, as well as organizing scientific events in the field (congresses, conferences, debates, symposiums, scientifically colloquiums, round tables, workshops);
(b) scientific exchanges with other associations, organizations, similar societies from Romania and abroad), national and international cooperation with organizations involved in identical or similar activities, to promote the exchanges in this field and to find the most efficient methods to solve the occurred problems, inclusively associating with these entities, and especially the affiliation to „The American Association of Gynaecologic Laparoscopists”, well-known association in this field, incorporated in the year 1971 and having more than 4,000 members, legal or natural persons;
(c) providing forms of cooperation with professionals from related fields to obstetrics, gynaecology and perinathology;
(d) stimulating the scientific activities and the research in the field, by granting prizes, scholarships, sponsorships and similar forms to support these activities;
(e) promoting and protecting the interests of the members of the Association in relation with public and private authorities, such as, but not limited to the Ministry of Health, the National House for Health Insurances, the National Agency of Medicines, etc., representing and supporting the members of the Association in any issues or litigations arising out in relation with these authorities.

Art. 7. The Association shall perform any direct economic activities, if they are subsequent and are closely connected to the main purpose of the Association.

CHAPTER IV
Acquiring and Losing the membership of the Association

Art. 8. (1) Any natural or legal person from Romania or abroad may become member of the Association if, knowing and accepting the provisions of the By-Laws of the Association, agrees to its purpose and understands that, by his/her own activity to pursue this purpose.
(2) In order to gain the membership, the approval of the General Meeting shall be necessary. The number of the associates shall not go under the minimum provided by the law.
(3) The members of the Association shall be divided into two categories:
- members having the voting rights in the General Meeting;
- members without voting rights in the General Meeting.

(4) The founding members of the Association have the right to vote in the General Meeting. The founding members are the legal/natural persons who participated to the constitution of the initial patrimony of the Association and to its incorporation, being enumerated as such in the Constitutive Deed.
(5) Other associates can also become members with voting rights, with the approval of all the founding members or of the other members with voting rights at the moment of granting such capacity by the new associate.

Art. 9. (1) The members of the Association have the following rights:

a) To be assisted or represented by the Association in all cases in which the interests of the members of the Association would require this in the relation with the social partners;
b) To participate with a voting right in the General Meeting, subject to fulfilling the requirements of eligibility and participation required by it;
c) To benefit from the quota from the Association’s assets, left after its liquidation.

(2) The members of the Association have the following obligations:a) To pay the fees in time and to perform obligations determined by the General Meeting;
b) To observe all the provisions of the By-Laws of the Association and the resolution taken by the General Meeting or by the Board of Directors;
c) To participate to all meetings and reunions organized by the Association.

Art. 10. (1) The membership of the Association shall be lost by:

a) Exclusion, decided by the General Meeting with the majority provided for the adoption of the decisions, in the following cases:
- Infringement of the By-Laws of the Association and of its own regulations;
- Damaging, morally or materially, the Association, by the activity of that member;
- Performing activities against the purpose of the Association;
- Performing actions contrary to the law and order.

b) Withdrawal upon request, anytime, and which shall be done by written notification to the Board of Directors. The withdrawal from the Association shall be ratified by the General Meeting.
c) The winding-up of the member of the Association legal person or the demise of the member natural person.
(2) The associate who loses the membership shall have no right to the patrimony of the Association.

Art. 11. The membership of the Association is personal and non-transmissible; it cannot be send to its successors. This capacity does not confer to its owner any right to the social patrimony or to any of its assets.

CHAPTER V
Categories of Pecuniary Resources of the Association

Art. 12. The initial patrimony of the Association shall be 700 RON (minimum, the equivalent of one minimum gross salary in Romania) and is made of the cash contributions of the founders.

Art. 13. The incomes of the Association come from:
a) Fees of the members, in the amount provided by the General Meeting;
b) Donations of the founding members and of the other associates;
c) Interests and dividends resulting from investing the available amounts, according to the law;
d) Dividends from the companies incorporated by the association;
e) Donations, sponsorships or inheritance of natural or legal persons from Romania or abroad;
f) Resources obtained from the State budget and/or local budgets;
g) Publications, by performing by the associates of other activities, actions, events for collecting money that do not interfere with the main activity, for which the owed amounts of money shall be cashed;
h) Other incomes provided by the law

Art. 14. The Association may incorporate companies according to the legislation in force.

The dividends obtained by the Association from the activities of such companies, if they are not re-invested in the same companies, shall be imperatively used for the performance of the purpose of the Association. The Association may perform any other direct economical activities, if they are subsequent to the main activity.

Art. 15. The annual fee and the registration fee shall be determined by the General Meeting on a yearly basis.

Art. 16. The patrimony of the Association shall be managed based on the approved plan of incomes and expenses.

Art. 17. The expenses of the Association are made of the following:
- Management expenses, inclusively investments and deposits;
- Expenses for the performance of the purposes of the Association.

Art. 18. (1) The economical-financial year shall begin, in principle, on January 1st and ends on December 31 of each year, the first fiscal year starting with the date of legal incorporation of the Association.
(2) The Board of Directors shall issue the balance sheet and shall keep the registers of the economical and financial activities in accordance with the legal provisions in force.

CHAPTER VI

Bodies of Management, Direction and Control: Tasks, Designation and Changing their Structure during the existence of the Association

Art. 19. The organizational structure of the Association comprises:

  • General Meeting
  • Board of Directors
  • Censor

Section I
The General Meeting

 Art. 20. (1) The General Meeting is the directing body of the Association.
(2) The General Meeting is made of the totality of the founders associates and the other members having the right to vote.

Art. 21. (1) The General Meeting has the following tasks:
a) Determines the general objectives and strategies, planning, supervising and evaluating under all aspects the development and performances of the Association;
b) Approves the creation, the changing and winding-up the branches, offices and other secondary offices of the Association, in Romania and abroad;
c) Decides about the changing and the modifications of the By-Laws, as well as the changing of the term of the Association;
d) Approves the budget of incomes and expenses and the balance sheet;
e) Approves or not the membership to the Association, according to the provisions of this By-Laws;
f) Amends the provisions of the By-Laws;
g) Appoints and revokes the censor and the members of the Board of Directors;
h) Determines the compensation of the censors and the members of the Board of Directors;
i) Decides upon the admittance or exclusion of the members of the Association, in accordance to the provisions of this By-Laws;
j) Determines the fees and the contributions of the members of the Board of Directors;
k) Approves the regulations of the Association;
l) Determines the tasks, competences and responsibilities of the President of the Association;
m) Approves and/or modifies the schedule of the Association and the budget planned for the following year;
n) Verifies the balance sheet and the execution of the budget of the Association and takes the legal statutory measures for the problems of organization, functioning, economic and financial;
o) Decides on contracting loans;
p) Decides on investments;
q) Modifies the Constitutive Deed and the By-Laws of the Association;
r) Decides the dissolution and winding-up of the Association, as well as the destination of the assets left after winding-up;
s) Any other tasks provided by the law and the By-Laws.

Art. 22. (1) The General Meeting shall meet at least once a year.
(2) The General Meeting meets statutorily in the presence of 2/3 of its members.
(3) The convocation shall be made in writing, providing for the date, the place of the meeting and the agenda, by the censor or at least one member of the General Meeting, with at least 5 days before the date considered for the meeting of the General Meeting.
(4) If after the first convocation the quorum shall not be met, a second convocation shall be done, for the following day. At the second convocation, the General Meeting shall perform its activity statutorily, irrespective of the number of the present members, but not less than 2.

Art. 23. (1) The General Meeting’s reunion shall be presided by the President of the Association, by one of the founding members or by the oldest associate.
(2) The resolutions of the General Meeting shall be taken with the majority of the votes of the present members.
(3) The reunion of the General Meeting can also be held by vote expressed in writing, by video or teleconference or by any other technical mean allowing its members to participate to the meeting and to knowingly vote, without being necessary the physical presence.
(4) In order for the General Meeting to take place, the associates may participate and register their vote through designated representatives.

Art. 24. (1) The member of the General Meeting who, with regard to an issue submitted to the resolution of the General Meeting, has a personal interest, personally or through his/her spouse, the parents, children or other relatives up to the fourth degree inclusively, shall not be able to deliberate and vote.
(2) The members of the General Meeting who infringes the provisions of par. (1) shall be liable for the damages caused to the Association if without his/her vote the required majority could not be met.

Art. 25. (1) The General Meeting shall chose, at the opening of the reunion, a technical secretary which shall check the presence of the representatives of the members of the Association having the right to vote in the General Meeting, based on the signatures from the list of presence and shall draft the minute where the debates and the resolutions have been recorded. This secretary can be a third party.
(2) The minute of the works of the General Meeting shall be signed by the President of the General Meeting and the secretary, and the minute shall have annexed the list of presence of the representatives of the members of the Association having the right to vote in the General Meeting.
(3) The minutes of the General Meeting shall be drafted in Romanian language and shall be signed by the associated or their representatives.
(4) The resolutions of the General Meeting adopted by long-distance vote have to be subsequently signed by the members in the Register of the minutes.

Section II
The Board of Directors

Art. 26. (1) The Board of Directors of the Association is the executive and managing body of the association.
(2) The Board of Directors is appointed for a 4 years term and is made of 3 members, respectively the President and the two Vice-presidents of the Association. The number of members can be raised by resolution of the General Meeting and shall always be an odd number.
(3) The appointment of the first Board of Directors shall be made by the Constitutive Deed of the Association.
(4) Subsequently, the appointment/revocation of the members of the Board of Directors shall be done by the General Meeting.

Art. 27. (1) The mandate of one member of the Board of Directors ceases by:
a) Revocation of the General Meeting;
b) Losing the capacity as representative in case of the legal persons members of the Association;
c) Withdrawal, explained in writing, addressed to the Board of Directors or to the General Meeting, or in case of demise.

Art. 28. The Board of Directors performs the activities and purposes of the Association, having the following tasks:
a) Follows the performance of the purposes and objectives of the Association, based on the strategies and schemes approved by the General Meeting;
b) Drafts the budget of incomes and expenses;
c) Executes the budget of incomes and expenses;
d) Approves the organizational chart and personnel of the Association;
e) Proposes changes to the By-Laws of the Association;
f) Drafts and presents the report regarding the budgetary execution and the balance sheet for the economical activities performed and the project for the budget of the Association, for the following financial year;
g) Ensures the operative management of all activities of the Association;
h) Represents the Association in all of the acts of its legal existence as well as in the reports with third parties, legal or natural persons, from Romania or abroad;
i) Hires and dismisses the employees or external collaborators, Romanian or foreign, and determines, based on the employment contracts or contracts of any other nature, their rights and obligations;
j) Approves the conclusion of lease contracts;
k) Approves operation of buying and sale of assets, except for the fixed assets;
l) Accepts or refuses the donations, in accordance with the legal provisions;
m) Fulfils any other tasks determined by the General Meeting.

Art. 29. The Board of Directors may empower one or more persons having executive powers, inclusively persons that do not have the capacity of founding member or are alien to the Association, in order to execute his/her tasks.

Art. 30. (1) The Board of Directors shall meet each semester or whenever necessary.
(2) The Board of Directors is statutorily met in the presence of 2/3 of its members.
(3) The convocation shall be done by the President, with at least 5 days before the date determined for the meeting of the Board of Directors.
(4) If after the first convocation the quorum shall not be met, the President shall make a second convocation, for the following day. At the second convocation, the Board of Directors shall perform its activity statutorily, irrespective of the number of the present members, but not less than 2.
(5) The meetings of the Board of Directors shall be considered as done in accordance with the provisions of the By-Laws, if only a virtual presence shall be ensured, the communications being done by electronic means (e.g. teleconference, videoconference etc.).

Art. 31. (1) The resolutions of the Board of Directors shall be registered in the minutes of the Board of Directors, in the internal Registration of the Association.
(2) The minutes of the Board of Directors shall be drafted in Romanian language and shall be signed by the members.
(3) The resolutions of the Board of Directors adopted by vote in long distance shall subsequently be signed by the members in the Registers of minutes.

Art. 32. (1) The meeting of the Board of Directors shall be leaded by the President.
(2) The resolutions of the Board of Directors shall be taken with the majority of votes of the present members. It is forbidden to withhold the vote.

Art. 33. (1) The President of the Board of Directors is appointed under the same conditions as the other members of the Board of Directors.
(2) The Board of Directors has the following tasks:
a) represents the Association before any courts, administrative or financial authorities, or other authorities, banks or public institutions and before the private or public companies, Romanian or foreign;
b) Signs acts and documents and initiates actions which oblige the association towards legal or natural persons;
c) convokes the Board of Directors and is the head of the meetings;
d) empowers in writing other persons to temporary exercise its tasks, emphasizing its limits of competence and the term of the mandate;
e) is liable for executing the programs and projects approves by the Board of Directors;|
f) hires the employees and the external collaborators, within the limits approved by the Board of Directors;
g) fulfils any other tasks called to ensure the right performance of the activities of the Association and is liable for the measures taken for such purpose.

Art. 34. (1) The Members of the Board of Directors shall receive for their activity a monthly compensation and eventual additional bonuses which shall be determined, in accordance to the financial resources and observing the legislation in force, by the General Meeting.

Art. 35. The capacity as elected member of the Board of Directors shall be lost together with the membership of the Association, as well as by resignation, or revocation by the General Meeting.

Art. 36. The Board of Directors, collectively or any of its members shall be suspended by the General Meeting in the following cases:
a) When it works against the legitimate interests of the members of the Association and against the interests of the Association;
b) In case of a fraudulent or inadequate financial management;
c) In cases of extreme gravity.

Art. 37. (1) The member of the Board of Directors who, with regard to an issue submitted to the resolution of the Board of Directors, has a personal interest, personally or through his/her spouse, the parents, children or other relatives up to the fourth degree inclusively, shall not be able to deliberate and vote.
(2) The member of the Board of Directors who infringes the provisions of par. (1) shall be liable for the damages caused to the Association if without his/her vote the required majority could not be met.

Art. 38. (1) The resolutions taken by the Board of Directors within the limits of the law, of the Constitutive Deed and of these By-Laws are compulsory even for the members of the Board of Directors who did not attend the meeting or voted against.
(2) The resolutions of the Board of Directors, contrary to the law, the Constitutive Deed or the provisions provided by these By-Laws can be contested in front of the Court by the Board of Directors or by any member of the Board of Directors who did not attend the meeting or, attending it, voted against and required to be provided in the minute of the meeting this vote against, within 15 days from the moment they acknowledged the resolution or from the date of the meeting, as the case may be.

Section III
Functional Departments

Art. 39. (1) The functional departments shall be created by resolution of the Board of Directors, based on the volume of work in these fields.
(2) The Board of Directors shall determine the number of persons necessary for each department, the level of salaries, as well as the structure of these departments.

Art. 40. (1) The functional departments execute the resolutions of the Board of Directors in all fields within their competence.
(2) The functional departments do not have separate budgets.

Art. 41. (1) The functional departments are managed by heads of departments, appointed by the Board of Directors.
(2) The heads of the departments shall transmit to the Board of Directors, quarterly, reports regarding the activity performed by the department.

Section IV
Censor

Art. 42. (1) The censor is the legal or natural person that ensures the internal audit of the Association.
(2) The censor is appointed for a 4 years term.
(3) The censor is appointed initially by the Constitutive Deed of the Association.
(4) Subsequently, the censor shall be appointed by the General Meeting.

Art. 43. In order to fulfil its tasks, the censor shall:
a) Verifies the way in which the patrimony of the Association is managed;
b) Provides reports and submits them to the General Meeting;
c) Informs the General Meeting about the control made and the final results;
d) May participate at the reunions of the General Meeting, having a consultative vote;
e) Fulfils and other tasks provided by the General Meeting.

Art. 44. The censors shall receive a compensation for the activity performed, according to the resolution of the General Meeting.

CHAPTER VII
Dissolution and Winding-up of the Association

Art. 45. The Association shall be dissolved:
a) Based on the law;
b) By sentence of the court;
c) By resolution of the General Meeting.

Art. 46. (1) The Association shall be dissolved based on the law, in the following cases:
a) The performance, or, as the case may be, the impossibility to perform the purpose for which it was incorporated if, within a 3 month term for acknowledging such a fact, such purpose shall not be changed;
b) The impossibility to call the General Meeting according to the By-Laws of the Association, if that situation lasts more than one year from the date when, according to the By-laws, the General Meeting had to be called;
c) The reduction of the number of the associated under the limit determined by the law, if it has not been complied within 3 months.

(2) The dissolution shall be confirmed by sentence of the Court in whose jurisdiction is found the head office of the Association, upon request of any interested person.

Art. 47. (1) The Association shall be dissolved by sentence of the court, upon request of any interested person:
a) When the purpose or the activity of the Association became illegal or contrary to the public order;
b) When the performance of the purpose is pursued by means illegal or contrary to the public order;
c) When the Association follows another purpose than the one for which it was incorporated;
d) When the Association became insolvent;
e) When the Association initiates activities for which, according to the law, are necessary previous administrative authorizations, without having such authorizations.
(2) The competent Court is the one determined by the law, in whose jurisdiction is found the head office of the Association.

Art. 48. The Association may be dissolved also by resolution of the General Meeting. Within 15 days from the date of the meeting regarding the dissolution, the minute, in notarized form, being lodged with the competent court having territorial jurisdiction over the head office of the Association, in order to be recorded in the Register of Association and Foundations.

Art. 49. (1) In case of dissolution of the Association, after covering all the debts, the members of the General Meeting shall determine the destination of the assets left following winding-up (the net active).
(2) These assets may be transmitted to private or public legal persons with identical or similar purpose as the one of the Association.
(3) The assets left after winding-up cannot be transmitted to natural persons.

Art. 50. The winding-up of the Association shall be performed by liquidators appointed by the General Meeting who decided the dissolution. If liquidators have not been appointed, the winding-up shall be performed by the Board of Directors.
The General Meeting shall decide on the destination of the patrimony of the Association.

Art. 51. (1) If, within 6 months term after the finalization of the winding-up, the liquidators could not transmit the assets under the conditions set forth in these By-Laws, the assets left after winding-up shall be assigned by the competent Court to a legal person with similar or identical purpose.

Art. 52. The date of transmission of the assets shall be the date of the minute of receipt, if it was not therein determined another date.

Art. 53. The winding-up of the Association shall be governed by the provisions of the Government Ordinance no. 26 from January 31, 2000.

CHAPTER VIII
Final Provisions

Art. 54. The financial operations of the Association shall be performed in Romanian Lei, in accordance to the provisions provided by the Romanian legislation. Consequently, the balance sheet of the Association shall be provided in Lei. Once Romania shall adopt another currency, the balance sheet of the Association shall be expressed in such currency.

Art. 55. The Association must duly hold the accounting registers during the entire existence of the Association. The yearly accounting documents of the Association shall be drafted in accordance to the accounting system and the legislation applicable in Romania.

Art. 56. The Association shall be incorporated as a Romanian legal person, governed by the Romanian substantive and procedural legislation.