In accordance with the provisions of Government Ordinance No. 26/2000 on associations and foundations, as further amended and completed by Law No. 246/2005 (hereinafter referred to as “GO 26”), the individuals listed at Article 7 below expressed their intention to establish in Romania an association which will be named “FRIENDS OF MNAC” (hereinafter referred to as the “Association”) and concluded these Bylaws:
CHAPTER I. GENERAL PROVISIONS
ART.1. NAME OF THE ASSOCIATION
1.1. The name of the Association is “FRIENDS OF MNAC”, according to the proof of availability of the Association name’s issued by the Ministry of Justice under no. 68112/11.12.2008.
ART.2. LEGAL FORM OF THE ASSOCIATION
2.1. The association is a private, non-profit, non-governmental, apolitical and independent legal entity, established as an association, in accordance with Article 4 of GO 26.
2.2. The association is organized and operated in accordance with the provisions of the Articles of Incorporation, of these Bylaws and of GO 26.
ART.3. HEADQUARTERS OF THE ASSOCIATION
3.1. The headquarters of the Association is in Bucharest, 165 Călăraşilor street, building 38, section 3, 8th floor, app. 33, district 3.
3.2. The headquarters of the Association can be relocated in another location in Romania based on the Decision of the Management Board. The relocation of the headquarters shall be recorded in observance of the provisions of Article 33 of GO 26.
ART.4. INCORPORATION OF BRANCHES AND COMPANIES
4.1. Based on a Decision of the General Meeting, the Association can incorporate subsidiaries, as territorial structures, with at least 3 members, with their own management bodies and with assets and liabilities distinguished from those of the Association. The subsidiaries thus established shall be registered and shall carry out their activity in accordance with the provisions of Article 13 of GO 26.
4.2. The Association can establish companies. The dividends thus obtained, if not reinvested in the same companies, shall be used in full in furtherance of the purpose of the Association.
ART.5. DURATION OF THE ASSOCIATION
5.1. The Association is established for a non-limited duration, starting as of its registration with the Registry of Associations and Foundations, in accordance with Article 5 of GO 26.
ART.6. PURPOSE AND OBJECTIVES OF THE ASSOCIATION
6.1 The purpose of the Association is to promote the image of the National Museum of Contemporary Art (hereinafter referred to as MNAC) and to form a public taste for contemporary art and for understanding the role of a national museum of contemporary art, as well as to support in general the interests of MNAC.
6.2 The objectives of the Association are:
6.2.1 To promote and contribute to the drawing up of enactments which would improve the current status of MNAC, as well as the activities carried out by MNAC;
6.2.2 To attract funds necessary for the museum in relation to:
22.214.171.124. acquisitions of art works – with the possibility to acquire national and international works from abroad;
126.96.36.199. the issuance of publications – catalogues, surveys;
188.8.131.52. the performance of itemized programs, curatorial projects and ancillary special events (ex. concerts);
184.108.40.206. rendering the conference program more dynamic – inviting curators of international renown, artists or cultural managers;
220.127.116.11. supporting the Romanian curators’ and artists’ mobility, (visits or participations in international cultural events);
18.104.22.168. the possibility to contract (pay for) advertising in the international media (e-flux, art magazines) in order to promote the expositions of MNAC;
22.214.171.124. supporting the educational program.
6.2.3 To carry out any other activities in furtherance of MNAC interests;
6.2.4 To promote Romanian and foreign contemporary art in Romania.
CHAPTER II. MEMBERS OF THE ASSOCIATION
ART.7. MEMBERS OF THE ASSOCIATION
7.1. The founding members of the Association are:
- Jacques Louis Werner
- Mişu Negriţoiu
- Alexander Edward Philip van Breemen
- Ioana-Roxana-Ruxandra Ştefan
- Dorin Ştefan
- Augustin-Răzvan Crişan
- Tudor-Flaviu Giurgiu
- Florin-Ion Pogonaru
- Laura-Erin Gheorghiu-Testa
- Martin Eichtinger
- Carmen-Alexandra Croitoru Se
- Livio Hurzeler
- Ruxandra Balaci
7.2. Any legal entity which becomes a member of the Association can appoint, after its acceptance in the Association, a representative – individual – in its relation with the Association.
ART.8. ACCESSION TO THE ASSOCIATION AND ACCEPTANCE OF THE MEMBERS
8.1. The membership to the Association is obtained based on the decision passed with a majority of votes (50%+1) by the General Meeting of the Association, based on a written request for membership. The Chairman of the Management Board has to submit each request for membership to the General Meeting of the Association, accompanied by his/her point of view on the request.
8.2. The new member shall have to pay its contribution to the Association as established by the General Meeting.
ART.9. TERMINATION OF THE MEMBERSHIP TO THE ASSOCIATION
9.1. The membership to the Association is terminated in the following cases:
9.1.1. withdrawal, in accordance with the provisions of Article 9.2 below;
9.1.2. liquidation of the legal entity which is a member of the Association;
9.1.3. failure to pay the contribution in accordance with Article 12 below;
9.1.4 exclusion, based on the decision passed by the General Meeting, in the following cases:
- the member is declared bankrupt;
- the member uses the capital, the assets or the renown of the Association in its personal interest or in the interest of a third party;
- a serious breach hereof and/or of the Articles of Incorporation of the Association by the member.
9.2. The withdrawal of a member from the Association is possible only at the end of the financial year based on a written statement of withdrawal. The written statement of withdrawal has to be sent to the Chairman via a registered letter, 3 months before the end of the financial year at the latest. A member’s failure to pay, within 3 months after the second notification, the annual contribution owed is equivalent to a statement of withdrawal. The statement of withdrawal does not bear, until the end of the financial year, any effects on the rights and obligations resulting from the membership.
9.3. Any member of the Association can submit a request to the General Meeting to exclude another member. The request for the exclusion of a member of the Association has to include the reasons in this respect, stated in writing. The Chairman of the Management Board has to include such proposal on the agenda of the next General Meeting. Te membership to the Association is terminated the day the General Meeting passes the decision to exclude the member from the Association. Any excluded member is liable for the damages caused to the Association and its members.
ART.10. RIGHTS AND OBLIGATIONS OF THE ASSOCIATION MEMBERS
10.1. Basically, the Association members have the following rights:
10.1.1. to elect the members of the management bodies of the Association;
10.1.2. to participate in the deliberations of the General Meetings through their authorized representatives or through legal proxies empowered to act on their behalf;
10.1.3. to participate in the meetings of the Management Board through the persons appointed in accordance with Article 7.2 or through legal proxies empowered to act on their behalf;
10.1.4. to participate in the events organized by the Association;
10.1.5. to use, in all the activities or public communications, a symbol certifying its membership to the Association;
10.1.6. to verify the activities of the statutory bodies and the financial administration of the Association’s assets. In accordance with this general right of control over the management of the Association’s operations, they can approach the Management Board in writing. The Management Board has the obligation to answer in writing, within 30 calendar days as of the day on which the abovementioned approach was submitted to the Secretary of the Association;
10.1.7. to use the information and services available, pursuant to their membership and their role as member of the Association.
10.2. Basically, the Association members have the following obligations:
10.2.1. to observe the Articles of Incorporation and the Bylaws of the Association, as well as the decisions made by the management bodies of the Association;
10.2.2. to maintain a conduct that would not jeopardize the reputation or the position of the Association;
10.2.3. to make efforts to help fulfilling the objectives and the purpose of the Association;
10.2.4. to obtain information in relation to the facts with a major impact on the activities of the Association,
10.2.5. to pay the contribution to the Association as established by the Management Board.
CHAPTER III. ECONOMIC FRAMEWORK
ART.11. INITIAL ASSETS OF THE ASSOCIATION
11.1. The value of the initial assets of the Association is of RON 6.500.
11.2. The contribution of each founding member of the Association to the initial assets is:
12.1. The Management Board establishes on an annual basis the minimal amount of the various contributions of the Association’s members, depending on their legal status (individuals or legal entities).
12.2. Any variation of the amount of the contributions is communicated to the members by regular letter.
12.3. The contribution owed pertains to the entire current year.
12.4. The failure to pay the contribution may lead to exclusion.
ART.13. THE SOURCES OF INCOME OF THE ASSOCIATION
13.1. The sources of income of the Association are:
13.1.1. The members’ contributions;
13.1.2. Donations and inheritances, as well as the revenues from sponsor agreements;
13.1.3. Public or private subsidies that might be granted to it;
13.1.4. Revenues from its own assets and other legal fund raising means;
13.1.5. Revenues from its direct economic activities (the remunerations for the services provided, advertisements, subscriptions, magazines, etc.);
13.1.6. Other sources of income in accordance with the provisions of Article 46 Para. (1) of GO 26.
13.2. The Association shall keep accurate and complete records which will prove the manner of forming, distributing and using the donations and contributions of third parties, as well as of the other sources of income of the Association.
13.3. The revenues of the Association shall be used first of all for the fulfillment of its purpose and objectives, for the payment of the Association’s expenses, as well as for other purposes, in accordance with the legal provisions.
ART.14. BANKING OPERATIONS
14.1. Any banking operations made by the Association have to be authorized based on the signature of two of: the Chairman of the Management Board, the Treasurer, the General Manager.
CHAPTER IV. STATUTORY BODIES OF THE ASSOCIATION
ART.15. STATUTORY BODIES
15.1. The statutory bodies of the Association are:
(i) the General Meeting;
(ii) the Management Board;
(iii) the Chairman of the Management Board.
ART.16. THE GENERAL MEETING
16.1. The General Meeting is the supreme body of the Association and consists of all the Association members.
16.2. The General Meeting is held at least once a year, not later than 15 April each calendar year, in order to analyze the situation of the previous year and the budget of the current year, and whenever necessary. The General Meeting is convened by the Chairman of the Management Board at least 21 calendar days before the date on which it is to be held, by sending a written invitation to the Association members. The written invitation sent to a member of the Association shall include the corporate name and address of the member, the place, date and hour of the General Meeting, as well as the agenda of the General Meeting, with the explicit mention of all the issues to be debated. The invitation and the accompanying documents shall be sent by regular letter or by fax.
16.3. In addition, the Chairman has to convene the General Meeting of the Association whenever over 1/3 of members submit a request in this respect, and the relevant General Meting shall be held at the latest 30 calendar days after the Chairman of the Management Board received the request to convene the General Meeting.
16.4. Any member can ask the Chairman to supplement the agenda by issues that he/she considers to lie within the competence of the General Meeting, provided that the request has been sent to the Chairman of the Management Board within at most 8 calendar days after the sending of the convening notice for the General Meeting. The agenda supplemented, after the convening, with the items proposed by the members, has to be sent by the Management Board to the Association members at least 5 calendar days before the General Meeting.
16.5. The General Meeting is statutorily held if at least 50%+1 of the Association members are present or represented. The General Meeting passes the decisions with the vote of 75% of the present members. The General Meetings may be held by phone conference or video conference and the votes shall be recorded in the minutes of the meeting.
16.6. Votes on issues that were not included on the agenda of the General Meeting can be cast only if all the Association members are present and only with the approval of all the Association members.
16.7. Each member of the Association is entitled to one vote.
16.8. The decisions of the General Meeting made in accordance with the applicable legal and statutory provisions are binding on all the Association members, including those absent and those which voted against.
16.9. Any member of the Association which, for a given operation, has, personally, as legal proxy, through his/her spouse, ascendants or descendants, relatives or in-laws up to the fourth degree, an interest contrary to those of the Association, shall have to abstain from the deliberations and from the vote concerning the relevant operation. Any member of the Association which breaches this procedure shall be responsible for the damages caused to the Association if, in absence of its vote, the necessary majority could not have been reached.
16.10. The minutes of the General Meetings are signed by the Chairman of the Management Board and the General Secretary.
16.11. The members can be represented in the General Meeting by a legal proxy, based on a special proxy issued for that meeting. A person cannot represent more than 2 members of the Association. The members sign an attendance list which includes their identification data and those of their authorized representatives or of their legal proxies, as the case may be.
16.12. The General Meeting has the following responsibilities:
16.12.1. to decide on the strategy and general objectives of the Association;
16.12.2. to approve the revenues and expenses budget of the Association;
16.12.3. to discuss, approve and amend the financial statements;
16.12.4. to appoint and revoke the members of the Management Board;
16.12.5. to decide on the incorporation of subsidiaries of the Association and the incorporation of companies;
16.12.6. to decide in the case of blocking the decision-making process in the Management Board;
16.12.7. to decide on the dissolution and liquidation of the Association;
16.12.8. to decide on the purpose for which the assets remaining after the liquidation of the Association will be used;
16.12.9. to amend the Articles of Incorporation and the Bylaws of the Association;
16.12.10. to approve the Ethical Code of the Association members;
16.12.11. to fulfill any other prerogatives set forth by law.
ART.17. THE MANAGEMENT BOARD
17.1. The Management Board is the management body of the Association. It is made up of 10 members. Each member of the Association is entitled to nominate a person as member of the Management Board. In the first Meeting, the Management Board shall elect the Chairman and one or more Vice-Presidents from among its members and shall establish the terms of the Vice-Presidents’ office.
17.2. The members of the Management Board are appointed by the General Meeting for an office of 2 (two) years and they can be reelected or revoked at any time by the General Meeting. Any member of the Management Board whose office would expire, shall keep the office until the General Meeting which should decide in respect of a possible renewal thereof.
17.3. The members of the Management Board have to fulfill their obligations and responsibilities with diligence and not disclose any confidential information in relation to facts which, if disclosed to third parties, could cause damages to the Association or to its members.
17.4. The Management Board shall meet whenever necessary, at least once in three months. The convening notice shall be sent at least 15 calendar days (the post office date) before the date proposed for the meeting, and shall mention the place, date, hour and agenda of the meeting. The convening notice shall be sent by regular letter, by fax or e-mail, as the case may be.
17.5. The meetings of the Management Board are statutorily held if at least 4 members of the Management Board are present. The Management Board passes decisions with a majority vote of 50%+1 of the present or represented members. The meetings of the Management Board can be held through phone conference or video conference and the votes shall be recorded in the minutes of the meeting.
17.6. Each member of the Management Board is entitled to one vote.
17.7. Any member of the Management Board that wishes to be represented in the meetings of the Management Board has to give a special proxy for the relevant meeting (which has to be provided in the meeting) to another member of the Management Board. A member of the Management Board can represent at most 2 (two) members.
17.8. Each member of the Association is entitled to be present in the meetings of the Management Board as observer.
17.9. The Management Board has the following powers:
17.9.1. to present to the General Meeting the activity report and the financial statements of the Association for the previous year;
17.9.2. to present to the General Meeting the revenues and expenses budget for the following year, as well as the project of the Association’s programs;
17.9.3. to conclude legal deeds in the name and on behalf of the Association, in relation to the activities and operations thereof;
17.9.4. to approve the organization chart and the personnel policy;
17.9.5. to decide on the relocation of the Association’s headquarters;
17.9.6. to establish the amount of the members’ contributions;
17.9.7. to implement the decisions of the General Meeting;
17.9.8. to track the fulfillment of the objectives and purpose of the Association;
17.9.9. to establish work groups (teams, committees, etc.) and to nominate the members thereof. Such work groups can be established permanently or constituted ad-hoc for well-established purposes;
17.9.10. to fulfill any other prerogatives in accordance with the decisions of the General Meeting, the Bylaws of the Association or the legal provisions.
17.10. The members of the Management Board can decide to delegate certain powers concerning the execution of legal acts in the name and on behalf of the Association or other powers provided by the Bylaws or established by the General Meeting, in accordance with the law, in favor of one or more employees of the Association or to third parties, based on a special proxy.
ART.18. THE CHAIRMAN
18.1. The Chairman shall be elected by the members of the Management Board from among its members, with the simple majority of the present or represented members.
18.2. The Chairman of the Management Board is appointed for a period of 1 year. A member of the Management Board can hold at most two consecutive Chairman offices.
18.3. The Chairman exercises the following functions:
18.3.1. to represent the Association in its relations with third parties, within the limits established by the Articles of Incorporation, the decisions of the General Meeting and the decisions of the Management Board;
18.3.2. to conduct the proceedings of the General Meeting and of the Management Board;
18.3.3. to propose internal regulations ensuring the proper performance of the operations of the Association;
18.3.4. to convene the General Meeting;
18.3.5. to prepare the annual activity report of the Association and to submit it to the Management Board for analysis and approval;
18.3.6. to take all the administrative or other steps provided by law.
18.4. The Chairman can delegate, in case of absence or temporary unavailability, its powers to any member of the Management Board, through a special proxy.
CHAPTER V. EXECUTIVE BODIES
ART.19. EXECUTIVE BODIES
19.1. The executive bodies of the Association are:
- the General Manager;
- the Treasurer;
- the General Secretary.
ART.20. THE GENERAL MANAGER
20.1. The General Manager is responsible for the day-to-day activity of the Association, the coordination of the established work groups, the activity of the persons holding executive and/or administrative positions. The General Manager has to observe the instructions issued in observance with the law by the Management Board and by the Chairman of the Association and to send to the Chairman and/or the members of the Management Board, whenever so requested, all the information concerning the activities of the Association.
20.2. The General Manager is appointed by the Management Board and can be hired by the Association.
ART.21. THE TREASURER
21.1. The Treasurer has the following prerogatives:
21.1.1. to implement the financial decisions of the Management Board;
21.1.2. to control the accounts, collections and expenses;
21.1.3. to control, in agreement with the Management Board, the use and management of the available funds;
21.1.4. to provide to the Chairman all the information requested by the latter;
21.1.5. to present regularly the financial status of the Association to the Executive Office;
21.1.6. to prepare the financial statements of the completed year and present them to the Management Board, each year;
21.1.7. to propose each year a budget project for the following year, which has to be submitted to the Management Board;
21.1.8. to track the collection of the contributions;
21.1.9. a month before the date of the annual General Meeting, to provide to the Association members all the financial statements;
21.1.10. to deliver to the Chairman the comments made by the members concerning the financial statements, which need to be provided to the General Meeting.
21.2. The Treasurer is appointed by the Management Board and shall be hired by the Association.
ART.22. THE GENERAL SECRETARY
22.1. The General Secretary participates in the meetings of the General Meeting and of the Management Board and does secretarial work for both bodies.
22.2. The General Secretary keeps all the documents of the General Meeting and of the Management Board, as well as all the documents of the Association.
22.3. The General Secretary is appointed by the Management Board and shall be hired by the Association.
CHAPTER VI. DISSOLUTION AND LIQUIDATION
ART.23. THE DISSOLUTION AND LIQUIDATION OF THE ASSOCIATION
23.1. In case of dissolution of the Association, the assets of the Association remaining after the liquidation procedure shall be transferred to private or public legal entities having an identical or similar purpose, in accordance with the relevant decision made by the General Meeting in this respect.
CHAPTER VII. FINAL PROVISIONS
ART.24. APPLICABLE LAW. LITIGATIONS
24.1. These Bylaws shall be governed by the Romanian laws.
24.2. The Association or the members of its statutory bodies undertake to make all the efforts to reach an amicable settlement of any litigation resulting from or in relation to these Articles of Incorporation. If no amicable settlement can be reached within 30 calendar days after the receipt of the invitation to participate in the conciliation negotiations, all the disputes concerning the performance, termination or interpretation hereof shall be settled by the competent Romanian courts.
25.1. The nullity of one or more of the clauses herein cannot result in the nullity of the entire Bylaws. The provision declared null shall be replaced by the legal provision applicable in the field.
26.1. The Association can establish partnerships with other associations, Romanian or foreign legal entities, for the purpose of carrying out activities in relation to the scope and objectives of the Association. The terms and conditions of such partnership shall be provided in partnership agreements to be approved by the General Meeting and shall be concluded by the Chairman of the Management Board or another member of the Management Board mandated in writing by the Management Board.
Signed in Bucharest today 22.01.2009, the authentication date, in Romanian language in 7 (seven) original counterparts.