STATUTE OF THE OIL AND GAS EMPLOYER’S FEDERATION 

CONTENTS 

Ch.1. General provisions: establishment, denomination, history, office, vision, mission, values and management principles 

Ch.2. Structure, purpose, object of activity, objectives and activities 

Ch.3. Members, obtainment and loss of the member capacity, members’ rights and obligations 

Ch.4. Management Bodies 

Ch.5. Patrimony and Activity Financing 

Ch.6. Liability 

Ch.7. Association into unions, federations or other associative structures 

Ch.8. Reorganisation, Dissolution and Liquidation 

Ch.9. Final Provisions 

Ch.1. GENERAL PROVISIONS: ESTABLISHMENT, DENOMINATION, HISTORY, OFFICE, VISION, MISSION, VALUES AND MANAGEMENT PRINCIPLES 

Art. 1. Establishment

(1) The Oil and Gas Employers’ Federation, hereinafter referred to as the “Federation”, was established at the electric, thermal, oil and gas energy branch level, under the provisions of  Law no. 356/2001 on employers’ organizations and of this Statute, through the founding members’ freely expressed will. 

(2) The Federation is an employers’ organization, independent, non-political, established as a non-profit private law legal entity. 

(3) The Federation is the successor of fact and of law of ELPEGA Employers’ Federation, which was established on 09.12.1991 and acquired legal personality under Civil Decision no. 101/25.02.1992, sentenced by Bucharest Sector 1 Court of First Instance in the File no. 81/PJ/1992. 

(4) ELPEGA was reorganized and changes its denomination into Oil and Gas Employers’ Federation (Federația Patronală Petrol și Gaze) through the ruling of Bucharest Sector 1 Court of First Instance in the public session of 09.09.1999, in the File no. 81/PJ/1992 ) 

Art. 2. Denomination

The organization’s denomination is Federaţia Patronală Petrol şi Gaze (English: Oil and Gas Employers’ Federation), and its abbreviation is F.P.P.G. 

Art. 3. Office

(1) The Federation’s registered office is in Bucharest Municipality, bd. Alexandru Ioan Cuza no. 44, postal code 0110566, P.O. 12, sector 1. 

(2) The Federation may establish, under the terms of law, own territorial structures, with or without legal personality. 

(3) The change of office can be made through a decision of the Management Board. 

Art. 4. Term

(1) The Federation is established on a non-determined period. 

Art. 5. Vision

The Oil and Gas Employers’ Federation vision is to become an employers’ organization of domestic and international prestige, active and creative, with a modern structure and optimum functionality, that efficiently represents and supports its members’ interests. 

Alternatively: 

The Federation’s vision is to become an employers’ organization representative at domestic level for the energy sector and a partner for the international organizations, in order to efficiently support its members’ interests. 

Art. 6. Mission

The mission, i.e. the Federation’s fundamental purposes are as follows: 

(1) The unitary representation, support, defence and systematic promotion of the affiliated members’ legitimate interests in their relationship with the public authorities and with other legal and natural persons, both at domestic level as well as at international level. 

(2) Supporting the actions for the consolidation of the Romanian Employers’ unity and identity, by joining an employers’ confederation representative at national level. 

(3) Collaborating with the member employers’ organization and with the trading companies affiliated thereto in perfecting the sector policies and strategies, as well as in continuously improving the Romanian business environment, in general. 

(4) Supporting the members of the Federation and of the affiliated trading companies by providing services that help perfecting their activity. 

(5) Developing partnership relations with employers’ organization at international level. 

Art. 7. Values

Throughout its activity, the Federation promotes and enforces the following values: 

• quality of human resources, 
• modernity, 
• transparency, 
• dialogue, 
• pragmatism, 
• creativity, 
• team spirit, 
• efficient resource management, 
• entrepreneurship, 
• solidarity, 
• passion and commitment, 
• enterprise ethics, 
• as an expression of the common references accepted by all its members and as a guide in the federation’s life. 

ca expresie a referinţelor comune acceptate de toţi membrii săi şi ca un ghid în viaţa federaţiei.

Art. 8. Federation Management Principles

The organization and management of the Federation is based on the following principles: 

(1) Principle of free association. 

 The association within the Federation is made freely, based on the consent of each member’s management body, according to their purposes and objectives. 

(2) The full equality of rights of all Federation members. 

 The Federation will be equidistant and will represent and treat with the same interest every one of its members and their issues, irrespective of their size, ownership or form of organization. 

(3) Unitary, democratic and statutory management of the entire activity, observance of the law, statutory provisions and decisions of the management bodies. 

(4) Activity transparency and correct, objective and operational information of all Federation’s members on the decisions taken by its management. 

(5) Keeping the privacy of the information provided as confidential information by the Federation members. 

(6) The non-involvement of the Federation, under any direct or indirect form in actions, activities or manifestations of political nature. 

Ch.2. STRUCTURE, PURPOSE, OBJECT OF ACTIVITY, OBJECTIVES AND ACTIVITIES 

Art. 9. Federation’s Federative Structure

(1) The OIL AND GAS EMPLOYERS’ FEDERATION is a Romanian non-profit private law legal entity, non-governmental, non-political, autonomous, independent from the public authorities. 

(2). The Federation is comprised of employers’ and professional associations and organizations operating in and/or having interests in the electric, thermal, oil and gas energy branch. 

Art. 10. Federation’s Object of Activity

(1) The Federation’s main object of activity, according to the  National Economic Activities Classification (NACE) is classified under Division 91 Activities of membership organizations n.e.c., Group 911 Activities of business, employers’ and professional organizations, Class 9111 –  Activities of business and employers’ organizations and Class 9112 Activities of professional organizations. 

(2) The full equality of rights of all Federation members. 

 The Federation will be equidistant and will represent and treat with the same interest every one of its members and their issues, irrespective of their size, ownership or form of organization. 

(3) Unitary, democratic and statutory management of the entire activity, observance of the law, statutory provisions and decisions of the management bodies. 

Art. 11. Federation’s Objectives and Activities

(1) In order to fulfil the purpose for which it was established, the Federation has the following objectives:

a. to represent, promote, support and defend the economic, technical and legal interests of its members in their relationship with the public authorities, trade unions and other legal and natural persons, both at domestic level as well as at international level;

b. to act for the full freedom of action of its members within the purpose of developing and rendering their activity more efficient;

c. to promote loyal competition, under the terms of law, within the purpose of ensuring equal chances for each of its members;

d. to appoint, under the terms of law, representatives in the negotiation and conclusion of collective labour contracts, in other bargaining and agreements in the relationship with public authorities and trade unions, as well as in the tripartite management and social dialogue structures;

e. to address to the competent public authorities law proposals or technical or administrative measures proposals in the field of activity of its members;

f. to carry  out activities to promote the interests of its members in front of any national and international institutions or fora;

g. to collaborate with decisional and representative factors of various economic branches, for settling both general interest issues, as well as of special interest in the field of activity of the association’s members;

h. to issue consultative endorsements in the elaboration of draft regulatory acts regarding the employers’ activities in its members’ field of activity;

i. to collaborate with similar employers’ organizations abroad and with employers’ representative bodies in Europe and worldwide.

(2) Likewise, in order to promote the economic and professional interests of its members, the Federation can act as follows:

a. to ensure for its members the access to information, by developing study, documentation, publishing and specialized expertise activities;

b. to facilitate the relations between its members as well as with other organizations, at national or international level;

c. to ensure consultancy and specialized assistance services, including in the field of labour force training;

d. to edit and to print own publications, as well as to organize events within its field of activity;

e. to ensure various trading services, including advertising services and commercials, marketing studies or market research;

f. to ensure any other services requested by its members, with the observance of the law.

(3) The association may, under the terms of law and based on a decision of the management bodies:

– grant assistance and mutual credit to its members;

– establish and manage, within the interest of its members, culture, education and research units in the field of the employers’ activity, economic and social units, trading units, as well as its own bank for financial operations in lei and in foreign currency, through a decision of the General Assembly.

Ch.3. MEMBERS, OBTAINMENT AND LOSS OF THE MEMBER CAPACITY, MEMBERS’ RIGHTS AND OBLIGATIONS

Art. 12. Federation Members

(1) The founding members are the employers’ organizations that took part in the Constituent General Assembly of 09.12.1991, adopted the Articles of Association and the Statute under which the federation was established, contributed effectively to the obtainment of the legal personality and subsequently, to the organization of the federation’s activity. The Federation’s founding members are the legal entities presented under annex 1 hereto. 

(2) The Federation’s members are those employers’ and professional organizations incorporated and registered that express in writing their option to join the federation and that undertake to observe the provisions hereof. 

Art. 13. Obtainment of the Member Capacity

(1) Any legal person established under the law can obtain the member capacity, based on a written application sent to the Federation’s Chair. 

(2) The written application of the candidate must include: its denomination and office address; information regarding the candidate’s number of employees, as well as its organizational structure; the contact address for electronic and mail communications, as well as the name of the person/persons authorised to act in the candidate’s name. Depending on the case, the candidate may be required to attach to its application an excerpt issued by the competent trade registry office that certifies its incorporation and operation in accordance with the law. 

(3) The application to be accepted as a member shall be endorsed by the Management Board, and shall be compulsorily subjected to the approval by the General Assembly during the following session. The decision to approve the admission of the new member shall be made with the simple majority of the Federation members’ votes. 

(4) The decision upon the acceptance application shall be notified to the candidate within 7 days from the General Assembly’ session date. 

(5) The member capacity is proven with official documents (certificates, badges etc.) issued by the Federation, holding a special regime. 

(3) The member capacity ceases rightfully in case the member organization dissolved or it is the object of judicial liquidation proceeding. 

Art. 14. Loss of the Member Capacity

(1) The capacity of member of the Federation is lost under the following circumstances: 

a. by withdrawal from the Federation, under a notice sent to the Federation’s Chair. The notice shall be sent at least 40 days prior to the withdrawal date;

b. by exclusion from the Federation. The exclusion shall be made only under a decision of the General Assembly, for one of the following reasons:

i. failure to observe the current statute;

ii. commission of deeds that prejudice the Federation’s image;

iii. commission of disloyal deeds or which cause prejudice to the other Federation’s members, as well as the commission of any other deed/action against the Federation or any other of its members, of which seriousness justifies such a sanction; 

iv. blocking repeatedly or unjustifiably or in bad faith the decision-making process within the Federation;

v. the failure to pay on time the membership fee to the Federation, nevertheless, only after a prior notice of such a failure.

(2) Until a decision on the exclusion is adopted in the General Assembly, the capacity of member of the Federation may be suspended through a decision of the Management Board. 

(3) The member capacity ceases rightfully in case the member organization dissolved or it is the object of judicial liquidation proceeding. 

Art. 15. Members’ Rights

The Federation’s members have the following rights: 

(1). To take part in the General Assemblies, to express their opinions freely regarding the documents subjected for debate, to exercise their options through freely expressed direct, equal, open or secret vote. The voting right and the right to freely express their opinions within an organized framework are guaranteed. 

(2). To elect and to be elected in the Federation’s management bodies and to take part in the works of the elected bodies which they are part of.  

(3). To be informed in due time about any actions initiated by the Federation and/or about the decisions adopted by the management bodies. 

(4). To benefit from the Services System organized by the Federation for its members. 

(5). To have access to and to consult the data and information stored in the Federation’s Database, under the conditions determined by the Management Board. 

(6). To receive the Federation’s publications and to publish articles, communications, opinions, viewpoints, advertising information materials or commercials in such publications. 

(7). To request twice per financial year, at the most, information about the Federation’s economic status. 

(8). To recommend legal entities to be accepted as members of the Federation. 

Art. 16. Members’ Obligations

The Federation’s members have the following obligations: 

(1). To observe the Statute, the Federation’s Organization and Operation Regulation, as well as the internal regulations, instructions, implementing rules and any other documents issued by the management bodies, under the law and under the statute. 

(2). To take part in the Ordinary and Extraordinary General Assemblies, in order to ensure the acquaintance with and the unitary expression of the federation’s position in its issues of interest. 

(3). To communicate, cooperate and contribute through active involvement in the activities and actions initiated for the achievement of the Federation’s purpose and statutory objectives. 

(4). To support the Federation’s development and growth of its prestige and of its members, within the country and abroad; to support the Federation’s actions taken in accordance with the provisions of the law and of the statute. 

(5). To support the Chair’s endeavours and of the other management bodies within the purpose of affiliating the Federation to international employers’ organizations operating in the field of oil, natural gas, electric energy and involved in activities connected to such fields. 

(6). To defend the Federation’s reputation, to promote its purpose and objectives. 

(7). To contribute to the federation’s incomes through the payment of the admission fee, of the monthly membership fee, of the contribution to the fund destined to the negotiation of the collective labour contract, as well as of  

other contributions approved by the General Assembly or by the Management Board. 

(8). To inform the federation on the changes occurring in relation to the legal form and its own structure able to affect its membership in this employers’ organization. 

(9). To observe the professional ethics rules in its economic activity and trade, business or employer-related relations with the other members. 

Cap IV. MANAGEMENT BODIES

Art. 17. Management

(1). The Federation’s management is ensured by the following structure:

(a). General Assembly

(b). Management Board;

(c). Chair;

(d) Executive Manager

Art. 18. Interdictions for the Management Bodies’ Members

(1) The dignitaries, as well as the persons holding management positions within public administration structures cannot be part of the Federation’s management bodies. 

(2) In the event the incompatibility situation indicated at the paragraph above occurs during the commission of the member in the Federation’s management body, this commission rightfully ceases from this moment on. 

A. General Assembly

Art.19. Role, Constituents, Convening

(1) The General Assembly is the Federation’s supreme body and it is comprised of all its members. 

(2) The General Assembly is held at least once a year. 

Art. 20. Convening of the General Assembly

(1) The General Assembly is convened by the Chair at least 15 days prior to the date it shall be held, by sending an invitation (either by mail, by fax or by e-mail) to the Federation members, containing the date, time and place where the assembly will be held. Together with the invitation, the Chair will also transmit to the members the Assembly’s agenda, as well as any other materials connected to that relevant agenda. 

(2) The Chair is bound to convene the General Assembly every time such convening is requested, in writing, by at least 1/3 of the members and the relevant Assembly shall take place at the most 30 days after this request is made. 

(3) In case all members agree, the General Assembly can be convened at any moment, without any other formality. 

(4) If the convening does not provide the place of the Assembly, then the Assembly shall be held at the Federation’s office. Likewise, the General Assembly can be held by tele- or video-conference and the debates shall be recorded in writing in the session’s minute. 

(5) The members shall notify the Executive Manager about all the data necessary to make the convening (address, fax no. and e-mail address), as well as about any change to occur in relation to such data. 

Art. 21. General Assembly’s Authority

(1) The General Assembly has the following authority:

a. to decide on the Federation’s strategy and general objectives;

b. to appoint and to revoke the Chair and the Auditor;

c. to amend the articles of association and the Regulation on the Organization and Operation of the Management Board;

d. to approve the Federation’s financial statements;

e. to decide on the Federation’s reorganization, dissolution and liquidation;

f. to decide on the new members’ applications to join the Federation, under the conditions of art. 13 herein;

g. to decide on the exclusion of a member, under the terms of the Statute;

h. any other duties provided by the law or by this Statute.

(2) The General Assembly can delegate to the Management Board, through a decision taken under the statutory provisions, one or several of its duties provided herein above.

Art. 22. General Assembly’s Decisions Conditions of Quorum and Majority.

(1) In order to validate the General Assembly’s deliberations, the presence of the Federation’s members holding at least 51% of the total voting rights is needed. 

(2) The General Assembly’s decisions shall be taken with the simple majority of the expressed votes, except for the decisions to amend this Statute, which shall be adopted with an absolute majority of votes. 

(3) The vote can be expressed directly, through representative or proxy or by electronic communication means. The vote expression procedure can be established through the regulation adopted by the Management Board. 

(4) Each Federation member is entitled to a number of votes proportionally to its number of employees, as follows:

a.1 vote – if that particular member has up to 500 employees;

b. 2 votes – if that particular member has between 501 and 2000 employees;

c. 4 votes – if that particular member has between 2001 and 4000 employees; 

d. 7 votes – if that particular member has between 4001 and 10000 employees;

e. 10 votes – if that particular member has between 10001 and 20000 employees;

f. 15 votes – if that particular member has over 20001 employees.

B. Management Board

Art. 23. Role, Constituents, Election

The Management Board is the Federation’s activity collective management body within the General Assemblies. 

(1). The Management Board ensures the enforcement of the General Assembly’s decisions, having the role of organizing, coordinating, controlling and ensuring the accomplishment of the purpose and statutory objectives, through the systematic enactment of the Federation’s Annual Activity Programme, the enforcement of the Action Strategy, the settlement of the pending issues and the corresponding management of the Federation’s patrimony. 

(2). The Management Board comprises 5-15 members, individuals, appointed by the Federation members. The number and the constituents shall be established through the Regulation on the Organization and Operation of the Management Board. 

(4). The employers’ organizations and the other legal entities may withdraw the commission of the persons proposed to be elected within the Federation’s Management Board. 

(5). The commission’s withdrawal is made by means of a motivated letter submitted to the Federation’s Chair. It shall be subjected for debate during the first General Assembly, which shall take note of that person’s revocation and shall supplement the constituents of the Management Board, as the case may be. 

Art. 24. Management Board’s Duties

(1) The Management Board has the following authority:

a. to fulfil the decisions of the General Assembly and to monitor their enforcement;

b. to decide on the change of the Federation’s office address, as well as on the establishment of territorial organizational structures;

c. to appoint and to revoke the Executive Manager;

d. to approve the Federation’s organizational chart and personnel policy; 

e. to issue, amend and approve the organization and operation regulation;

f. to sign for and on behalf of the Federation the documents connected to its activities;

g. to submit on a yearly basis the activity report for the previous year, to the General Assembly;

h. to decide on the establishment of work committees and to appoint their members; such committees can be established either permanently or ad-hoc;

i. to decide on the registration fee and on the membership fee;

j. de a decide cu privire la orice aspect ce ţine de negocierea, încheierea şi executarea contractului colectiv de muncă la nivel de ramură, precum şi cu privire la orice aspecte care ţin de domeniul raporturilor colective de muncă;to decide on any aspect related to the negotiation, conclusion and execution of the collective labour contract at branch level, as well as regarding any aspects related to the field of collective labour relations;

k. to determine the Federation’s income and expenses budget;

l. any other duties set out or delegated to it by the General Assembly.

(2) The Management Board may decide on the delegation of certain duties in favour of the Chair or of the Executive Manager, for a determined or for an undetermined period.

Art. 25. Management Board’s sessions and decision-making

(1) The Management Board shall gather anytime it is necessary, but at least once every three months. The sessions shall be held at the Federation’s office or at any other chosen location and the session shall be convened by the Chair, by fax and e-mail, at least 5 days prior to the established date. In case all members agree, the Management Board can be convened at any moment, without any other formality. The sessions can also take place by tele- or video-conference, following to be recorded in the session minutes. 

(2) The organization and operation of the Management Board’s activity shall be provided through a specific regulation, approved by the General Assembly. 

(3) Each member of the Board is entitled to one vote. 

(4) For the validation of the Management Board’s decisions at least half of the attending members’ votes is needed. 

C. Federation’s Chair

Art. 26. Appointment of the Chair

(1) The Chair has Federation representation authority. 

(2) The Federation’s Chair shall be appointed by the General Assembly, with the vote of the absolute majority. 

(3) The individuals who want to submit their candidacy for the Federation’s Chair position must cumulatively fulfil the following main conditions, which are subjected to the General Assembly’s validation, as follows: 

(a).  To be appointed officially as candidate by an employers’ organization (employers’ association) affiliated to the Federation, with a seniority of at least 3 (three) years;

(b). To be graduate of a higher education institution, holding a bachelor degree;

(c). To know at least one foreign language at a great level;

(d). To have solid knowledge and relevant expertise in the professional, trading and management activity, including in the employers’ field, to allow him/her to exercise his/her management attributes;

(e). To present before the General Assembly his/her programme, strategy and targeted objectives during his/her Chair commission.

(4) The Chair commission is of 4 years, with the possibility of being re-elected.

Art. 27. Chair’s Duties

(1) The Chair has Federation representation powers within the limits established by the Statute and by the General Assembly’s decisions, as well as any other duties provided or delegated by the General Assembly and by the Management Board. 

(2) The Chair may delegate a part of his/her duties to the members of the Management Board or to the Executive Manager, as the case may be, for a determined or for an undetermined period. 

(3) The Chair leads the General Assembly’s sessions and the sessions of the Management Board. 

(4). The Chair coordinates, leads and monitors the fulfilment of the statutory duties incumbent on the elected bodies, the control and mediation duties; 

(5). The Chair coordinates and leads the Federation’s action strategy elaboration and implementation process; 

(6). He/she ensures the connection with the state’s authorities, with the employers’ confederation, trade unions and with the other NGOs; 

(7). He/she controls and leads the Executive Management’s activity; 

(8). He/she commits the Federation, as a legal entity, in the patrimonial and non-patrimonial relations with other natural or legal entities; 

(9). The Chair grants the authority to Vice-chairs to represent the Chair’s duties over determined periods, as considered necessary, within the interest of the normal and operational conduct of the Federation’s activity; 

(10). In emergency cases, the Chair can sign documents and interventions within the purpose of defending the Federation and its members’ general interests, on the condition of being subsequently ratified by the General Assembly or by the Management Board, according to the statutory attributes. 

Honorific Chair 

Art. 28. Election, Role

(1) The Federation’s Honorific Chair is elected for an undetermined period among the personalities of the industrial environment or economic life who, through his/her expertise and activity, has a significant image and credibility contribution. 

(2) The Honorific Chair has no decisional attributes. 

(3) The Honorific Chair takes part in the General Assemblies, in the Board’s sessions. 

Prim vicepreşedintele Federaţei

Art. 29 Election, Role

(1). The Federation’s First Vice-Chair is chosen amongst the Vice-chair members, by the Management Board. 

(2). The First Vice-Chair supports the Federation’s Chair in fulfilling his/her statutory attributes. 

(3). The First Vice-Chair takes over the Chair’s attributes when the latter is in a temporary impossibility to exercise such attributes. 

Federation’s Vice-Chairs 

Art. 29. Election, Role

(1). The chairs of the employers’ organizations affiliated to the Federation rightfully hold the vice-chair position. 

(2). The rights, attributes and liabilities of the vice-chairs are established through the Regulation on the Organization and Operation of the Management Board. 

D. Executive Manager

Art. 30. Election, Role

(1) The Executive Manager is the Federation’s executive management and administrative body. 

(2) The role of the Executive Manager is to ensure the planning, organization, distribution and execution of the tasks and of the measures established by the management bodies, reporting from time to time the progress referring to the following: 

(a). The execution of the Action Strategy and of the Annual Federation Activity Programme;Executarea Strategiei de acţiune şi a Programului anual de activitate ale federaţiei;

(b). The enforcement of the General Assembly’s decisions, of the Management Board’s decisions and resolutions, as well as of the Federation Chair’s decisions and orders;

(3) The Executive Manager is directly appointed by the Management Board, at the Chair’s proposal.

Art. 31. The Executive Manager’s Duties

(1) The Executive Manager ensures the Federation’s executive management, its main duty being that of fulfilling the Management Board’s decisions and of monitoring the their enforcement. 

(2) The Executive Manager has Federation representation rights for the current management deeds, as well as for any deed it fulfils within the limits of its duties conferred herein or by the Organization and Operation Regulation. 

Specialized Committees 

Art. 32. Establishment, Role, Duties

(1) Aside from the Management Board, Specialized Committees shall be established for the study and evaluation of development tendencies in the oil, natural gas, electric energy branch and in their connected activities, in order to conduct analyses and studies for the substantiation of the Federation management’s decisions. 

(2) The specialized committees are established by the Management Board and they report to it.  

(3) The specialized committees’ duties and work method shall be indicated in the Federation’s Organization and Operation Regulation. 

Ch.5. PATRIMONY AND ACTIVITY FINANCING

Art. 33. Initial patrimony: size and composition

(1) The initial patrimony value is 1000 lei.

Art. 34. Income Sources

(1) The Federation’s income sources are as follows: registration fees, membership fees, contributions to the fund destined to the negotiation of collective labour contracts and of specific activities, donations, sponsorship and other incomes, according to the statute and the laws in force.  

(2) Likewise, the Federation can obtain incomes, under the legal provisions, from any other direct economic activities, if such activities are of accessory nature and closely connected to the Federation’s main purpose. 

Art. 35. Federation’s Registration Fee

(1) The Federation’s registration fee, on the date this Statute is adopted, is ………. lei.  

(2) The fee amount can be amended through a decision of the General Assembly. 

Art. 36. CMembership Fees

(1) The amount of each member’s annual fee, as well as the payment terms and means are established on a yearly basis, by the Management Board.  

(2) The fee amount can be amended, according to the Federation’s needs, through a decision of the Management Board. 

Art. 37. Patrimonial Assets’ Regime

(1) The Federation may acquire under the terms provided by the law, for free or by onerous title, any kind of movable assets or real estate necessary for reaching the purpose for which it was established

Art. 38. Use of Tangible and Money Funds

(1) The Federation’s incomes are destined to achieving the purposes for which it was established and cannot be distributed to its members.  

(2) The movable and real estate assets belonging to the Federation can only be used within its interests and according to the purpose for which it was established. 

Art. 39. Conduct of Financial Activity

(1) The Federation’s economic and financial activity is conducted according to the Federation’s own income and expenses budget.  

(2) The financial year starts on January 1st and finishes on December 31st of every year, except for the first year, which started on the date the Federation was registered in the Register of Associations and Foundations and which ends on December 31st of that same year. 

Art. 40.Control of Financial Activity

(1) The Federation shall keep exact and full records which shall prove the formation, distribution and use of the Federation’s incomes.  

(2) The financial activity control shall be made under the legal provisions in the field. 

Ch.6. LIABILITY 

Art. 41. Loyalty and Confidentiality

(1) The Federation members, as well as the members of the management bodies must fulfil their duties and responsibilities in good faith and to abstain from any deed that could affect or injure the Federation’s interests.  

(2) Likewise, they are bound not to disclose any confidential information in relation to deeds which, if disclosed to third parties, could injure the Federation. 

Art. 42. Drawing of Liability

(1) The Federation, through its management bodies, can draw the liability of any of its members or of the management bodies for having committed deeds that can injure the Federation.  

(2) The decision to draw the civil liability of the persons mentioned under the paragraph above shall be taken from one case to another, depending on the injured interests. 

Ch.7. ASSOCIATION INTO UNIONS, FEDERATIONS OR OTHER ASSOCIATIVE STRUCTURES

Art. 43. Establishing/Joining other Associative Structures

(1) The Federation may establish, together with other similar structures, unions, confederations or other associative structures or it may join such already-existing structures.  

(2) The decision to establish/join other structures shall be made by the Management Board and shall be ratified by the General Assembly. 

Art. 44. Affiliation to International Organizations

The Federation is entitled to affiliate to international organizations, under the same conditions as the ones provided under art. 44. 

Ch.8. REORGANISATION, DISSOLUTION AND LIQUIDATION

Art. 45 . Reorganization of the Employers’ Federation

(1) The reorganization of the Employers’ Federation shall be decided by the General Assembly, with the vote of 2/3 of the Organization’s members.  

(2) In case of reorganization, the patrimonial situation shall be settled through a decision of the management bodies or, in case of disputes, by the competent court of law, under the terms of law. 

Art. 46. Dissolution

(1) The Federation’s dissolution may occur:

– rightfully, in the cases provided by the law;

– through a decision of the competent court of law;

–through a decision of the General Assembly.

(2) The patrimonial situation following the dissolution shall be established through a decision od the management bodies.

Art. 47. Liquidation

The appointment of liquidators and of their duties shall be made by the General Assembly. 

Ch.9. FINAL PROVISIONS

Art. 48. Amendments to the Statute

(1) The Statute can be amended by recording the amendment in the Register of Federations located at Bucharest Tribunal’s Clerk Office, within the circumscription of which this employers’ federation has its registered office. Such endeavours shall be taken by the person or persons authorised by the Management Board, in accordance with the provisions of the law.