ARTICLES OF ASSOCIATION

"ROMANIAN DEVELOPMENT LAW ASSOCIATION – IDLO ALUMNI"

Non-political non-lucrative independent association
incorporated in accordance with government order 26/2000 regarding associations and foundations

CHAPTER 1. GENERAL PROVISIONS

Article 1. JURIDICAL STRUCTURE

The associates stated in enclosure 1 set up the “ROMANIAN DEVELOPMENT LAW ASSOCIATION – IDLO ALUMNI”, a non-political non-lucrative independent legal entity with private rights in accordance with the provisions of government order 26/2000 regarding associations and foundations.

Article 2. DESIGNATION

The name of the association is “ROMANIAN DEVELOPMENT LAW ASSOCIATION – IDLO ALUMNI”, designated in the following "Association".

The availability of the designation has been confirmed by the Ministry of Justice according to evidence statement no. 20745/31.07.2003.

Article 3. ASSOCIATION PREMISES

The association is located in Romania, Bucharest, 1st district, on 25 Ion Campineanu street, 7th floor, apartment 42.

The association premises can be relocated to any other place in Romania, on the basis of the General Meeting of Associations, according to the law and present Articles of Association.

Article 4 ASSOCIATION LIFE SPAN

The association life span is unlimited, beginning with the date of its incorporation in the Registrar of Associations and Foundations. The life span can be modified according to the decisions of the General Meeting of Associations.

Article 5. GOALS AND OBJECTIVES

The goals of the association are:

• thoroughly studying and supporting theoretical knowledge and implementing it to each law field, chiefly international law and other more recently emerging fields in the Romanian legal landscape.

• encouraging and facilitating the use of law resources and techniques in the development process.

The Association also aims to contribute to the goals and objectives of THE INTERNATIONAL DEVELOPMENT LAW ORGANISATION - IDLO, located in Rome, named in the following IDLO, thus collaborating with all categories of specialists committed to the development of law as well as the national authorities involved, particularly the Ministry of Justice and the National Magistrate Institute, in the spirit of an absolute receptiveness to other associations and establishments with similar objectives.

In order to reach its goals, the Association has set the following objectives:

• involving establishments, resources and all law-related fields into the economic and social development process

• promoting research and professional training activities in the current law fields

• commitment to training experts and enabling the access to didactic reference materials acquired during IDLO programmes

• commitment to making available and promoting opinion exchanges in topical law fields both theoretically and practically

• developing negotiation techniques and abilities in international economic transactions and contacts

The means to facilitate the accomplishment of the above-mentioned objectives include:

• organising professional meetings with IDLO graduates and other law theorists and practitioners

• developing and maintaining close contacts between IDLO graduates and all law-related professional categories both nationally and world-wide

• organising conferences, practical training courses, summer schools, as well as drawing up studies and research work and editing publications

• promoting and developing IDLO activities

• taking part in all activities aimed at building up strategies for a better co-ordination of post-graduate law training programmes

• assessing the impact of law training activities.

CHAPTER 2. ASSOCIATION MEMBERS

Article 6. MEMBERSHIP

The Association consists of members and honorary members.

Any individual who has completed at least one IDLO course, agrees with the Articles of Association and has expressed his willingness to become a member has the right to membership.

Individuals who have substantially contributed to various activities organised by IDLO or the Association, as well as other personalities of the law field can be awarded honorary membership by the Board of Directors.

Article 7. CANCELLING MEMBERSHIP

Association membership is cancelled in case of death, withdrawal or expulsion.

Withdrawal should be communicated to the Board in writing. Association membership is cancelled by withdrawal at the end of 15 days from its submission unless the submitter reconsiders his decision.

The expulsion of a member is decided by the General Meeting of Associations (GMA) to the proposal of the Board or of 1/4 of the total number of association members.

The following actions are considered reasons for expulsion:

a) serious infringement upon the Articles of Association and GMA decisions

b) causing material or moral prejudice to the Association

c) involvement in actions and/or activities that go against the goals and objectives of the association

d) unjustified failure to pay the membership fee over a period of 6 months in succession.

Committing one of the actions set out in article 7, items a-d can determine the cancelling of membership by the Board.

Under these circumstances, after being in any way informed on the infringement committed, the Board has the duty to notify the person in writing, within 48 hours, about the infringement committed and the date of the nearest meeting when this will be on the agenda, so that the person could prepare his defence plea.

Article 8. MEMBER RIGHTS AND AREAS OF RESPONSIBILITY

The Association members have the following rights:

• the right to be informed on the Association programmes, projects and activities

• the right to participate to all Association activities

• the right to free speech inside the Association

• the right to vote in GMA

• the right to make proposals and be elected among the Association executives

The Association members have the following duties:

• the duty to be familiar with and observe the Incorporation Certificate and Articles of Association and the other documents approved in GMA

• the duty to be informed on, participate to and promote the Association interests

• the duty to pay the membership fee as well as other fees established in GMA

• the duty to participate to Association meetings and reunions according to the present Articles of Association

CHAPTER 3. ASSOCIATION AUTHORITIES

Article 9. ORGANISATION

The Association authorities are:

• The General Meeting of Associations (GMA)
• The Board of Directors
• The Auditor

THE GENERAL MEETING OF THE ASSOCIATIONS

Article 10. MAKE-UP AND AREAS OF RESPONSIBILITY

The General Meeting is the executive authority of the Association . It consists of the total number of members.
The General Meeting of the Association has the following duties:

a) build up the strategy and general objectives of the Association

b) validate the income and expenses budget and the balance sheet

c) elect and cancel the members of the Board

d) elect and cancel the Auditor or, if needed, the members of the Auditors Committee

e) set up subsidiaries

f) modify the Incorporation Certificate and Articles of Association

g) wind up the Association and decide on the destination of the assets remained after liquidation

h) agree to the amount of membership fee to the proposal of the Board

i) any other duties set out in the normative acts governing the activities of associations and foundations or in the present Articles of Association.

Article 11. CALLING THE GENERAL MEETING OF ASSOCIATIONS

The General Meeting of Associations is ordinary and extraordinary.

An ordinary General Meeting must be called by the Board at least once a year and is entitled to permanent control on the Board and Auditor.

The General Meeting of Associations is held in January, after the completion of the financial year. On this occasion, the Board submits for approval to GMA the balance sheet of the previous year and the budget for the current year.

When for very good reasons GMA cannot meet in January, the ordinary annual meeting will be called in the shortest possible time.

The General Meeting can be called in extraordinary meeting whenever necessary to the proposal of the Board or the written request of at least 1/4 of the number of members.
GMA summons, stating the place, date and agenda of proceedings, is communicated to the Association members through the Association Secretary, within 30 days before the programmed date, by any means of communication (telephone, fax, mail, e-mail, etc.). A copy of the GMA summons, stating the place, date and agenda of proceedings, is to be posted within the same time limit at the Association premises.

Documents related to the GMA will be put at the members' disposal at the Association premises on their request at least one week before the date of the GMA.

Article 12. QUORUM AND MAJORITY

The General Meeting is statutorily held in the presence of half plus one of the total number of members. In the event that the above-mentioned quorum should not be present on the first summons, the Meeting is called ex officio for the following day in the same place at the same time.

On the second summons the General Meeting is legally assembled and will be allowed to deliberate irrespective of the number of members present.

GMA decisions are legally adopted by show of hands of the simple majority of those present.

The decisions that refer to the modification of the Articles of Association or Incorporation Certificate will be approved only on the vote of 2/3 of the members present at the Meeting.

Article 13. VOTING POWER IN GENERAL MEETING

Each member is entitled to take part in General Meeting and has the right to a single vote.

Members who for objective reasons cannot be present at the General Meeting proceedings can vote by courier.

The members can be represented at the GMA by persons appointed for this purpose in writing, by telegraph, fax or telex .

The members who are also members of the Board cannot vote in the General Meetings where decisions on their responsibility are taken.

Valid General Meeting decisions apply also to absent members, to members with no representative or to members who voted against.

The member who is interested, personally or through his spouse, predecessors or descendants, collaterals or relatives up to the fourth degree of distance, in a certain problem on the agenda in GMA will be allowed neither to deliberate nor to vote.

The member who infringes upon the provisions of the previous paragraph will be made responsible for any harm caused to the Association provided that without his vote the required majority could not have been obtained.

Article 14. MINUTES AND PROCEEDINGS

The GMA is chaired by the Chairman of the Board or, in his absence, by the Vice-Chairman or, in the latter's absence, by the Association Secretary.

The Chairman appoints one or two secretaries of the number of members who will check the presence list of the members and write down the minutes of the meeting.

The minutes will be signed by the Chairman or his substitute and by the meeting secretary and will include the statements regarding the summons procedures, the date and place of the meeting, the members present or their representatives, the summary of the proceedings, the decisions made and, to the request of the members, their declarations at the meeting.

The GMA decisions that go against the law, Incorporation Certificate and Articles of Association can be challenged in court by any of the members that did not take part in the General Meeting or voted against and asked that a mention of their vote be made in the meeting minutes within 15 days from either the date he was informed on the decision or the date of the meeting.

THE BOARD

Article 13. ROLE AND MAKE-UP

The Board of Directors is the executive body of the Association, being in charge of the implementation of the GMA decisions and the streamlining of the general policy of the Association in accordance with IDLO policy.

The Board consists of 5 directors elected in General Meeting over a period of 2 years. Only those who have paid their membership fees up-to-date are entitled to be members.

The Board is committed to maintaining a permanent contact with the Association members, taking the initiative and stimulating active work inside the Association. The Board is responsible before the GMA for the accurate legal administration of the Association assets and other resources.

The Board consists of : Chairman, 2 Vice-Chairmen, Association Secretary and Treasurer.

The Chairman

• is responsible for liaising with all natural persons or legal entities,

• presides over the GMA or board meetings,

• takes care that the Articles of Association are observed and decisions are implemented,

• signs legal documents on behalf of the Association,

• keeps in contact with the local/central public administration authorities

The Vice-Chairman

• carries out all the Chairman's duties in the latter's absence or when authorised by the latter to do so

The Association Secretary

• controls and co-ordinates the various activities of the Association,

• is responsible for maintaining and developing contacts with IDLO,

• draws up reports for the General Meeting,

• deals with the correspondence, minutes and archives

The Association Secretary can be supported or replaced in his absence by a Deputy Secretary.

The Treasurer

• carries out and keeps record of all financial transactions
• collects membership fees

• draws up the annual budgeting project and balance sheet

• controls cashing and payment transactions decided by the Board and draws up annual reports on the financial state of the Association

• hands over to the Chairman all the financial accounting documents of the Association, half-yearly or upon request

• has the duty to put to the Auditor's service all the documents requested by the latter

Article 16. THE DUTIES OF THE BOARD

The Board applies its authority thus:

a) submits to the General Meeting the report on the previous quarter, the income and expenses budgeting project, the balance sheet and the projects on Association programmes

b) authorises the Association chart and personnel policy

c) decides on the premises relocation

d) deals with obtaining financial support

e) ensures the editing of specific publications

f) decides on how financial resources are to be handled according to the objectives set up by the General Meeting

g) organises meetings with similar national organisations

h) decides on the sanctions to be applied to its members in case of misconduct

i) authorises the Chairman or the Treasurer to sign disposal orders for real estate or investments of over 5000 EURO.

j) carries out any other duties stated in the Articles of Association by the General Meeting

Article 17. BOARD OPERATING

The Board meets whenever needed, but at least 4 times a year, on the summons of its Chairman or the request of at least 3 of its members. The findings of the meetings are written down in the Minute Book prepared at the Association premises.

The Board member who for no good reason fail to attend three consecutive meetings will be considered excluded by the Board and replaced according to the present Articles of Association.

The Board is statutorily assembled in the presence of at least three of its members.

Following discussions, the Board adopts decisions on simple vote majority.

The Board can elaborate Association Regulations that will be submitted for approval to the General Meeting.

Article 18. SPECIAL PROVISIONS

The member who is interested, personally or through his spouse, predecessors or descendants, collaterals or relatives up to the fourth degree of distance, in a certain problem under discussion in GMA will be allowed neither to deliberate nor to vote.

The member who infringes upon the provisions of the previous paragraph will be made responsible for any harm caused to the Association provided
that without his vote the required majority could not have been obtained.

The GMA decisions that go against the law, Incorporation Certificate and Articles of Association can be challenged in court by any of the members that did not take part in the General Meeting or voted against and asked that a mention of their vote be made in the meeting minutes within 15 days from either the date he was informed on the decision or the date of the meeting.

THE AUDITOR

Article 19. GENERAL PROVISIONS

Any individual who has economic qualifications is eligible for the position of auditor.

The Auditor is elected and cancelled in General Meeting for a period of 2 years and can be re-elected with no limit to the number of seats.

No Board member can be appointed auditor.

Article 20. AREAS OF RESPONSIBILITY

The Auditor has the following duties:

a) supervise the management of the Administration assets

b) take part in General Meeting and hand over annual reports

c) participate to Board meetings with no voting rights

d) carry out any other duties stated in the Articles of Association, set up by the General Meeting, Board or Chairman.

The Auditor can carry out Association controls at any time. The Treasurer has the duty to put to the Auditor's service all the requested financial documents.

CHAPTER 4. ASSETS AND INCOME

Article 21 ASSETS

On the date of incorporation the value of the Association assets amounts to 3,000,000 lei.

The Association assets can be increased afterwards by any of the means permitted by law.

Article 22 INCOME

The Association income derives from:

• membership fees;

• donations, sponsorship, legacies of natural persons or legal entities;

• income derived from direct economic activities;

• subsidies granted by the state or administrative units, Romanian and international public establishments;

• any other resources that comply with the laws in effect.

CHAPTER 5. ASSOCIATION DISSOLUTION

Article 23 DISSOLUTION PROVISIONS

The Association can be wound up in the following circumstances:

1. According to the decision of GMA taken with a majority of 2/3 of the total number of statutorily expressed votes.

2. In the case of failure to carry out normative provisions in effect referring to the activities of associations and foundations.

3. Achieving or failing to achieve the goals the association has been set up for provided that, within 3 months from the moment the members have become aware of this fact, this goals have not changed.

4. Failing to assemble the General Meeting or the Board in accordance with the Articles of Association provided this goes on for over a year from the date when, according to the Articles of Association, the General Meeting or the Board should have been assembled.

5. Reducing the number of members below the limit established by law provided the former has not been attained for 3 months.

6. By legal decision when:

a) the goals or activities of the Association are illegal or contrary to the public interest
b) the activities carried out to achieve the goals are illegal or contrary to the public interest
c) the Association has other goals than the ones it has been set up for
d) the Association has become insoluble.

Article 24. ASSETS DESTINATION

In case of dissolution of the Association the assets that remain after liquidation cannot be transferred to natural persons.

The assets of the Association will be transferred to legal entities with private or public rights having similar or identical goals, by donation procedures, by virtue of handing in/taking over proceedings signed by all the members of the Board as well as the Auditor.

The present Articles of Association have been signed in 6 copies.

Signature of the members: please see enclosure.