STATUTE

EMPLOYERSCONFEUROPE IMPRESSED IN THE WORL

Signatures:

SC CAMPISI IMOBILIARA SRL with a registered office in Bucharest, Str. Vasile Lascar, no. 99, Sector 2, registered at ORC under no. J40/16796/2004, CUI 16856345 through legal representative CAMPISI CALOGERO, Italian citizen, born on 19.07.1959 in Galati Mamertino (ME), Italy, domiciled in Italy, Siracusa, Viale Scala Greca str., no. 371, identified with CI CA88615CA, issued on 20.08.2018, valid until 19.07.2029.

SC CAMPISI REAL ESTATE SRL with registered office in Bucharest, Str. Musetesti, no. 29, Ground floor, approx. 10, apartment 5, Sector 1, registered at the ORC under no. J40/6224/2015, CUI 34552352 through legal representative CAMPISI CALOGERO, Italian citizen, born on 19.07.1959 in Galati Mamertino (ME), Italy, domiciled in Italy, Siracusa, Viale Scala Greca str., no. 371, identified with CI CA88615CA, issued on 20.08.2018, valid until 19.07.2029.

SC CAMPISI & PARTNERS SRL with registered office in Bucharest, Str. County, no. 1, et. 15, ap. 1504, Sector 2, registered at ORC under no. J40/1079/2020, CUI 42175032 by legal representative CAMPISI ANTONIO, Italian citizen, born on 29.01.1987 in Siracusa (SR), Italy, domiciled in the Municipality of Bucharest, Giuseppe Garibaldi str., no. 30, apartment 13, sector 2, identified with Permanent Residence Card series RPU no. 46483, issued by IGI-BUCHAREST, on 04.01.2022, valid until 03.01.2032, CNP 7870129400068.

SC CONFEUROPA GROUP SRL with a registered office in Bucharest, Str. Popasului, no. 2, Mansarda, Sector 1, registered at ORC under no. J40/14879/2019, CUI 40886551 through legal representative CAMPISI CALOGERO, Italian citizen, born on 19.07.1959 in Galati Mamertino (ME), Italy, domiciled in Italy, Siracusa, Viale Scala Greca str., no. 371, identified with CI CA88615CA, issued on 20.08.2018, valid until 19.07.2029.

SC LITTLE ITALY SRL with a registered office in Bucharest, Str. Tudor Stefan, no. 32, Ground floor, Sector 1, registered at ORC under no. J40/9175/2017, CUI 37751821 by legal representative CAMPISI ANTONIO, Italian citizen, born on 29.01.1987 in Siracusa (SR), Italy, domiciled in the Municipality of Bucharest, Giuseppe Garibaldi str., no. 30, apartment 13, sector 2, identified with Permanent Residence Card series RPU no. 46483, issued by IGI-BUCHAREST, on 04.01.2022 valid until 03.01.2032, CNP 7870129400068.

SC PONTEROSSO SICIMONTAGGI SRL with a registered office in Bucharest, Str. Popasului, no. 2, Sector 1, registered at the ORC under no. J40/3635/2019, CUI 37419483 through legal representative CAMPISI CALOGERO, Italian citizen, born on 19.07.1959 in Galati Mamertino (ME), Italy, domiciled in Italy, Siracusa, Viale Scala Greca str., no. 371, identified with CI CA88615CA, issued on 20.08.2018, valid until 19.07.2029.

SC VITIS METAMORFOSIS SRL with registered office in Sat Unguresni, Com. Vadu Sapat, no. 885, Prahova county, registered at ORC under no. J40/424/2002, CUI 146090713 through legal representative RISTA FIORENZO, Italian citizen, born on 15.06.1961 in Turin (TO), Italy, domiciled in Voluntari, Alexandru cel Bun str., no. 14, Ilfov county, identified with CI CA31678KZ, issued on 14.01.2022, valid until 15.06.2032

Under the provisions of Law no. 62/2011 of the social dialogue, with the subsequent amendments, we decided to establish the PATRONATULCONFEUROPE IMPRESSED IN THE WORLD, in the following conditions:

CHAPTER I.

NAME, LEGAL FORM, DURATION, AND SEAT

Art. 1. Name

The Patronage’s name will be PATRONATUL CONFEUROPA IMPRESE IN THE WORLD(hereinafter referred to as the Patronage).

Art. 2. Legal form

Patronage is a Romanian legal entity under private law, autonomous, non-profit, apolitical, non-governmental, and non-profit, established under Law no. 62/2011 on social dialogue.

Art. 3. time

Patronage CONFEUROPA IMPRESE IN THE WORLD is established for an indefinite period.

Art. 4. Head Office

(1) The patronage is located in the municipality of Bucharest, Str. Giuseppe Garibaldi, no. 30, ap. 13, lot. 2, sector 2 and can be changed with the approval of the Board of Directors of the Employer.

(2) Based on the decision of the General Assembly members and in compliance with the legal provisions, the Patronage can establish territorial organizational structures in the country and abroad, called branches, with or without legal personality, which will carry out their activity based on this statute.

(3) All documents and any other writings emanating from the Employer must indicate its name, headquarters, registration number in the Special Registry of Employer Organizations, fiscal code, telephone, and fax number, email address, and website.

CHAPTER II.

PURPOSE AND ACTIVITIES OF THE PATRONAGE

Art. 5. Purpose

• Patronage CONFEUROPA IMPRESE IN THE WORLD is a Romanian legal entity under private law, established at the national level to initiate the promotion and support of efforts to defend and represent the interests and image of small and medium-sized entrepreneurs, as well as their representation before institutions, public authorities, mass media, trade unions, and other organizations governmental or non-governmental.
• To achieve the proposed goal and objectives, the Patronage will initiate and develop cooperative relationships with other organizations with similar goals or with public authorities in Romania or from abroad.

Art. 6. Object of activity

• To achieve this goal, the Patronage will mainly carry out the following activities:

1. Represents, supports, and defends the interests of their members in relations with public authorities, unions, and other legal and natural persons, concerning the object and purpose of their activity, nationally and internationally, according to their statutes and under the provisions of law 62/2011.
2. Represent, promote, support, and defend the economic, legal, and social interests of their members;
3. Promotes fair competition, under the law;
4. Appoints, under the law, representatives for the negotiation and conclusion of collective labor contracts, for other negotiations and agreements in relations with public authorities and unions, as well as in bipartite and tripartite social dialogue structures;
5. Develops and promotes codes of conduct in business;
6. Promotes the principles of social responsibility;
7. Ensures their members’ information, facilitating relations between them, as well as with other organizations, promoting managerial progress, consulting services, and specialized assistance, including in the field of employment and professional training, as well as health and safety at work;
8. At the request of their members, they have the right to assist and represent them before courts of all levels, jurisdictional bodies, other institutions, or authorities, through their own or elected defenders;
9. Develops and implement employment and placement policies for specialized labor;
10. Elaborates strategies and policies for economic and social development at the sectoral and national level, under the law;
11. Establishes and administers, under the law, in the interest of their members, social, cultural, educational, and research units in their field of interest, commercial and insurance companies, as well as their bank.
12. Provide any services required by their members, under the law.
13. Elaborates and promotes to the competent bodies draft normative acts, instructions, resolutions, and proposals of the members of the Board of Trustees related to general and specific issues regarding entrepreneurship and related activities;
14. Organization of meetings and symposia on topics of interest to members, including through international participation;
15. Popularization of the results of the Patronage’s actions through mass media, editing, printing, and broadcasting of books, magazines, reports, monographs, recommendations, studies, and other types of publications and specialized works;
16. Professional information and the implementation of professional development programs through various means (events, conferences, workshops, etc.);
17. Militants for the obtaining of various facilities in the interest of its members, the increase of their competitive power, the development and efficiency of their activity;
18. Acts, together with the competent authorities, to eliminate possible inconveniences arising from the application of administrative provisions or measures, abusive or erroneous interpretations of the legal norms in force, which affect the interests of the members;
19. Collaborates with decision-makers and representatives of various economic branches to solve problems of general or specific interest;
20. Financially or materially supports humanitarian actions, sports activities, or people in difficulty;
21. Financially supports the travel of members in international actions, the reception of official delegations, meetings, conferences, symposia, training and information courses, as well as other actions of general interest;
22. Organizes and conducts professional training courses, as well as evaluation and certification activities of the professional skills of the staff;
23. Contributes to the development of the culture of protection and civil security and the awareness of the social importance of private services in this field, among beneficiaries and citizens;
24. Contributes to supporting local communities, creating opportunities for strengthening the community spirit in the entrepreneurial field.
25. Acts in all fields to create an environment favoring the operation, development, and improvement of the activities of commercial companies;
26. Promotes employer solidarity to increase the prestige of the organization;
27. Participates in the consultation activities of the Association by the Government regarding the initiation, elaboration, and promotion of development, restructuring, privatization, liquidation, as well as economic cooperation programs;
28. The development of cooperative relations with other employers in the country and abroad, with the public, administrative bodies, financial institutions, chambers of commerce – industry – agriculture, etc., foundations, national and international bodies, federations, confederations, institutions, for the achievement of its purpose ;
29. Establishment of clubs and business centers;
30. The collection of documents, the elaboration of statistics regarding small, medium, and large enterprises, as well as for the general interest;
31. Conclusion of agreements and conventions with private and public institutions, companies, associations, institutes, research centers, and other Italian, foreign, and international entities and organizations that have similar goals.
32. Promotion, organization, development, coordination, and discipline of a small, medium, and large enterprises, trade, tourism services, advanced services, crafts, industry, construction, agriculture, fishing, professions, and economic activities of the market;
33. Defense of small, medium, and large enterprises, as a factor of progress and transformation of business and social cohesion structures;
34. Development of entrepreneurship awareness, accepting and encouraging moral and entrepreneurial training initiatives and visions of members, managers, and those who join, professional training of technical staff and other workers employed in these institutions and their consortia, as well as the propagation of ideals, the principles, and experience of small, medium and large entrepreneurial enterprises;

• The patronage is empowered to provide any services requested by its members, under the conditions of the law. They also include administrative support to establish and run the activity in the represented field.
• To achieve the objectives and purpose of the Patronage, the General Assembly will approve ways to develop its activity, upon the proposal of the founding members and the president.

CHAPTER III.

INITIAL ASSETS, SIZE, AND COMPOSITION

Art. 7. Initial patrimony

• The initial patrimony of the Patronage consists of the cash contribution of the founding members, in the amount of 1750 RON, subscribed and paid in full.
• The Founding Members will contribute in equal shares to the establishment of the initial patrimony, with the amount of 250 RON for each founding member.
• After establishment, the Patronage’s patrimony can be increased by the Founding Members through sponsorships or donations from various natural or legal persons, Romanian or foreign, according to the law.
• Patronage may acquire, under the conditions provided by law, free of charge or for a fee, any type of movable or immovable property necessary to achieve the purpose for which it was established.
• The movable and immovable assets belonging to the Patronage can only be used in its interest and according to the purpose for which it was established.

Art. 8. Financial resources

(1) The employer has financial resources coming from:

1. contributions, registration fees, and other financial contributions of members;
2. interest and dividends resulting from the placement of available amounts, under the law;
3. dividends from commercial companies established by the Patronage;
4. donations, sponsorships, or ties;
5. exploitation of editorial rights;
6. proceeds from the sale of own publications;
7. other income provided by law.

(2) The patronage will have a bank account. The right to sign in the bank belongs to the President and/or persons authorized by him

Art. 9. Membership fee

(1) The membership fee is annual and is paid by the end of July for the current year.

(2) The amount of the contribution, the registration fee, and the payment methods are established every year for the following year by the Board of Directors.

(3) To fulfill the objectives of the Patronage, for the establishment of funds intended for specific activities, the Board of Directors will be able to establish an additional contribution for the members of the Patronage. Payment of the additional fee is optional for members.

Art. 10. Financial-accounting activity

• The financial-accounting activity will be organized under the legal provisions in force.
• The revenues of the Patronage are intended to achieve the purposes for which it was established and cannot be distributed to its members.
• The Patronage cannot make any payment in favor of another person or legal entity if this does not correspond to and does not pursue the purpose of the Patronage.
• The patronage can open accounts in lei and foreign currency in any bank in the country or abroad according to the legal provisions.
• The President of the Board of Trustees is empowered to represent the Board of Trustees concerning banking institutions, having the right to request the opening of a bank account in the name of the Board of Trustees and the first right of signature in the bank for financial operations on the account.
• The Board of Directors will determine the other authorized persons, other than the President of the Board of Trustees, who will have the first and second signature rights in the bank for banking operations with or without cash.

CHAPTER IV.

RIGHTS AND OBLIGATIONS OF MEMBERS

Art. 11. Membership

• Any authorized natural or legal person, Romanian and/or foreign, who undertakes to comply with the Statute of the Patronage, can be a member of the Patronage.
• Within the Patronage, there is a register of members in which their identification data, the identification data of their representatives, the date of registration or withdrawal from the Patronage and the type of activity carried out are entered. All members of the Patronage have access to this register.
• Membership of the Patronage is acquired by the persons who, meeting the above conditions, sign the membership and pay the membership fee and registration fee established by the Board of Directors.
• The approval of the request for admission among the members of the Patronage is done by the President of the Patronage.
• The president approves the application for membership based on a report in which a brief characterization of the future member, his position on the Romanian market, and any other elements that highlight the acceptance or refusal of the membership application are presented.
• In case of rejection of the application for membership by the President, the interested party can address the first session of the General Assembly, which will make a final decision in this regard.
• Membership of the Patronage cannot be transferred.

Art.12 Participation and representation of members of the Board of Trustees

• The legal entities that are members of the Patronage will be represented at the general meetings or in the governing bodies of the Patronage by one representative who has the capacity of associate or performs the function of the administrator or general director.

Individuals who are members of the Board of Trustees participate and represent themselves. At the General Assemblies, the members of the Board of Trustees can be representatives and proxies, empowered by a special mandate.

• The representative designated by the legal person who is a member of the Board of Trustees participates in the General Assemblies and votes on behalf of the represented member.
• The representative of a legal entity member of the Patronage elected in the governing bodies of the Patronage, who during the exercise of the function loses the representative capacity, will be dismissed from the position he holds. Also, if the legal entity loses its membership in the Board of Trustees, its representative is dismissed from the position he held within the governing bodies.

Art. 13. Founding members, adherent members, honorary members

• The members of the Board of Trustees can be:

founding members;adherent members;honorary members.

• The founding members of the Patronage are the legal or natural persons authorized signatories of this statute, who participated in the establishment of the initial heritage and its establishment, appearing as such in the articles of incorporation.
• Adherent members are authorized legal or natural persons who join the Patronage after its legal establishment, under the conditions of this statute. Any legally constituted legal person or legally registered natural person, who has full exercise and use capacity, can be an adherent member.
• Upon the proposal of the Board of Directors or the President of the Patronage and with the approval of the General Assembly of the Patronage members, honorary members can be legal entities or authorized natural persons, members or foreign persons of the Patronage, who have professional and scientific achievements in the field of activity of the Patronage or who, through their entire activity, they have supported or are supporting the Patronage in achieving its purpose.

Art. 14. Termination of membership

• Membership ceases:

1. by exclusion, as a disciplinary sanction;
2. by withdrawal upon request, which is at any time at the discretion of any member and is done through a written notification addressed to the Board of Directors and which enters into force on January 1 of the following year;
3. through the dissolution of the legal entity, respectively the death of the natural person, member of the Board of Trustees.
4. by violating the Patronage Statute and its regulations;

• Retiring members and excluded members must pay the membership fee until the date of termination of membership and have no right over Patronage’s patrimony.

Art. 15. The rights of the members of the Patronage

• Patronage members have the following rights:
• to participate in debates and voting in the general meetings of the Patronage;
• to discuss, requesting the inclusion on the agenda of the meeting of the deliberative body, any subject related to the activity of the Patronage, to take the floor regarding the issues being discussed, to make proposals;
• to elect and be elected in the governing bodies of the Patronage;
• to vote on the decisions of the deliberative body, during the meetings of this body;
• to express disagreement with the decisions of the deliberative body or the decisions of the executive management body;
• to request, together with other members according to the provisions of this statute, the convening of the meeting of the deliberative body;
• to request and receive in full copies or extracts the decisions, decisions, and regulations of the Employers’ organization;
• to participate in all the actions organized by the Patronage;
• to benefit and use, exclusively to fulfill the statutory actions of the Patronage, the means, and assets in the Patronage’s heritage;
• to renounce the membership of the Patronage.
• Honorary members of the Patronage have the following rights:
• to participate, without the right to vote, in the meetings of the deliberative body;
• to take part in all the actions organized by the Patronage;
• to be informed about all actions organized by the Patronage;
• to benefit and use, exclusively to fulfill the statutory actions of the Patronage, the means, and assets in the Patronage’s heritage;
• to renounce the membership of the Patronage.
• Honorary members do not have the right to vote nor the right to be elected to the governing bodies of the Patronage.
• The founding members cannot be suspended or excluded from patronage. They have the exclusive right to make proposals for the occupation of management positions in the employer and to request the revocation of the persons who hold these positions.

Art. 16. Obligations of the members of the Patronage

(1) The members of the Board of Trustees have the following obligations:

• to respect the provisions of the Statute and the decisions of the deliberative body and management bodies of the Employer;
• to pay the contribution due in the amount, at the terms and under the conditions established by this statute or by the decision of the Board of Directors;
• to participate in the gatherings, meetings, and actions organized by the Patronage;
• to support the interests and activities of the Patronage and not to undertake actions that by their nature may harm its purpose, interests, or prestige;
• to participate and get involved directly, when requested, in the actions initiated by the Patronage;
• not to use the Patronage’s assets for personal purposes or contrary to the rulings or decisions of the Patronage’s bodies;
• to refrain from any kind of declarations or personal public actions that would harm the image of the Patronage in any way.
• The members of the Board of Trustees are responsible for the present and/or future damages caused to the Board of Trustees through their actions or for the failure to fulfill one or more obligations stipulated in this statute or the documents subsequently developed by the management bodies of the Board of Trustees, having the obligation to fully cover the damage caused.

CHAPTER V.

DISCIPLINARY ACTIONS

(1) In case of violation of the legal provisions or this statute, the members of the Board of Trustees may be sanctioned as follows:

1. with a written warning;
2. with the temporary suspension of a maximum of 6 months of the rights arising from membership;
3. with exclusion from Patronage.

(2) The competence to apply disciplinary sanctions belongs to the Board of Directors.

The Board of Directors is obliged, before applying the sanctions of suspension of rights and exclusion, to invite in writing the member who wants to be sanctioned and to inform him about the accusations brought against him. He can use any legal means in his defense.

The member can appeal the decision of the Board of Directors, the appeal being resolved by the General Assembly the immediately following meeting.

(3) The reasons for applying disciplinary sanctions are the following:

1. causing moral or material damage to the Patronage through its activity;
2. engaging the respective natural/legal person in actions that contradict the purpose of the Patronage or are contrary to the law and legal order;
3. serious or repeated violation of the Employer’s Statute or its regulations;
4. non-payment of the contribution.

(4) Non-payment of the contribution due to the Patronage for 6 months, after the application of the sanction of the written warning issued by the Board of Directors, is sanctioned by law, without the fulfillment of any other formality, with the suspension of membership rights until the payment of the due contribution.

If the dues are not paid within 12 months, the guilty member may be excluded from the membership, by the decision of the Board of Directors.

The suspension of the rights arising from the membership or the exclusion from the Patronage for non-payment of the dues does not absolve the guilty member from paying it for the entire period in which he was a member, including the entire year in which the decision to exclude or withdraw was made. The decision regarding the taking of legal measures for the forced execution of the guilty members belongs to the Board of Directors.

(5) Members of the Patronage who are excluded have no right to claim any part of its patrimony or income, nor the right to raise claims on contributions or other possible financial or material contributions made by the Patronage.

CHAPTER V.

GOVERNING BODIES

Art. 17. The management and control bodies of the Patronage are:

1) General Assembly;

2) the Board of Directors;

3) The censor.

Art. 18. The General Assembly of the Patronage is made up of all the members of the Patronage and represents the supreme governing body of the Patronage.

The representatives in the General Assembly are appointed by the legal entity that is a member of the Board of Trustees. Authorized natural persons who are members of the Board of Trustees may participate in the General Assembly meetings through a representative under the terms of this statute.

The representation mandate is given in writing, either specifically for the meeting in which the representative participates or for an indefinite period, in this case, the mandate ends by its revocation brought to the attention of the Employer.

The quality of representative ceases by law on the date on which the legal entity member of the Patronage loses this quality.

Art. 19. Each member is entitled to one vote in the General Assembly.

The right to vote in the General Assembly can only be exercised by members who have paid their dues up to date.

Art. 20. The General Assembly meets, in ordinary session, annually or, in extraordinary session, whenever necessary.

Art. 21. The General Assembly can be convened by:

1)  President;

2)  the simple majority of the members of the Board of Directors;

3) 1/3 of the members of the Patronage.

Art. 22. The convening of the General Assembly is done in writing, including by fax or e-mail, at least 10 days before the date of the meeting.

The summons in the form of fax or e-mail is considered received by the addressee on the first working day following the one on which it was sent.

Art. 23. The agenda, date, place, and time of the meeting will be mentioned in the document convening the General Assembly.

When possible, together with the convening document, the materials that will be submitted for the approval of the General Assembly of the Patronage will be sent.

Art. 24. The General Assembly works and adopts valid decisions in the presence of a simple majority of its members, with half plus one of the votes of those present.

The method of voting, secret or not, is established, case by case, by the General Assembly.

Art. 25. If at the time set in the convenor of the meeting, the General Assembly is not constituted by statute to be able to validly adopt decisions, this will be mentioned in the minutes of the meeting and another meeting with the same agenda will be established no later than 14 days, including the same day.

At the second meeting, the General Assembly will be able to adopt decisions regardless of the number of members present, with a simple majority of votes.

Art. 26. The decisions taken by the General Assembly, within the limits of the law and the statute, are binding even for the members who did not take part in the General Assembly or voted against it.

Art. 27. The General Assembly of the Patronage is chaired by the President or, in his absence, by another member of the Board of Directors, determined by the latter by vote.

Before the start of the meeting, the General Assembly will elect a secretary who will draw up the minutes of the meeting.

At the end of the meeting, it will be signed by the President and the secretary.

Art. 28. The duties of the General Assembly are the following:

1. approval of the strategy and general objectives of the Patronage;
2. approval of the income and expenditure budget and the accounting balance sheet;
3. election and revocation of eligible members of the Board of Directors;
4. establishing unions or employers’ federations or joining existing ones;
5. modification of the Patronage’s status;
6. dissolution and liquidation of the Patronage, as well as determining the destination of the remaining assets after liquidation;
7. approving and amending the organization and operation regulations of the Patronage;
8. approving the realization of direct economic activities, if they have an accessory character and are closely related to the main purpose of the Patronage, including the creation of commercial companies in this sense;
9. taking any other decisions that are not given by this statute in the competence of other persons or management bodies.

Section 2 BOARD OF DIRECTORS

Art. 29. The Board of Directors ensures the management of the Patronage between the meetings of the General Assembly.

The eligible members of the Board of Directors are elected individually, from among the representatives of the Patronage members in the General Assembly, and can be re-elected without limit of mandates.

The members of the Board of Directors are not remunerated.

Art. 30. The term of office of the eligible members of the Board of Directors is 3 years.

The member of the Council who replaced another who lost this capacity continues the mandate of his predecessor.

Art. 31. The Board of Directors works in the presence of at least half plus one of the total number of its members and makes decisions with the vote of the simple majority of those present.

In the case of equality of votes, the vote of the President or his substitute is decisive in the sense of adopting or rejecting the decision.

The Board of Directors can take decisions without a meeting and deliberation if the act to be adopted is signed or validated electronically by half plus one of its members.

Art. 32. The Board of Directors is composed of the President, Vice-President, and a General Secretary.

The Board of Directors is led by the President.

The President can delegate the leadership of the Board of Directors to the Vice President.

Art. 33. The Board of Directors meets whenever necessary and has the following duties:

1. proposes to the General Assembly of the Patronage members the general strategy and objectives of the Patronage, as well as the ways to achieve them;
2. monitors supervises and controls the application and compliance with the Patronage Statute;
3. ensures the management of the Patronage between the meetings of the General Assembly and carries out the acts of administration of its patrimony, aiming at the fulfillment of the purpose of the Patronage;
4. prepares the income and expenditure budget and monitors its execution;
5. decides on the reception of new members, as well as on the exclusion of a member of the Patronage, informing the General Assembly about them;
6. elaborates and submits to the approval of the General Assembly the regulations of the internal order and functioning of the various departments and specialized committees of the Patronage, at the same time establishing their attributions;
7. convenes the Ordinary and Extraordinary General Assemblies of the Patronage;
8. performs any other task assigned to him by the General Assembly;
9. appoints the honorary members;
10. deliberates on topics of interest and issues of interest faced by employers;
11. establishes the directions and development lines of the Patronage;
12. develops and consolidates the territorial structures and coordinates their activities to promote their interests at the local and central level;
13. elaborates strategies and decisions of the governing bodies at the national level.

Art. 34. The mandate in the Board of Directors ends in the following situations:

1. fulfillment of the term for which it was given;
2. resignation;
3. incompatibility;
4. death;
5. the loss of the representative quality of the legal entity member of the Patronage that appointed him in the General Assembly;
6. loss of membership of the Patronage of the legal entity whose representative he is;
7. loss of membership of the authorized natural person.

In the event of the termination of the mandate of a titular member, the substitute member who obtained the highest number of votes will be appointed to fill the vacant seat.

Art. 35. The members of the Board of Directors pay monthly, directly to the Patronage’s account, a fixed contribution, with the title of solidarity fee, in the amount established by the Board of Directors.

Art. 36. The president has the following powers:

1. represents the Patronage in relations with third parties;
2. ensures the operative management of the Patronage between meetings of the Board of Directors and carries out the documents for the administration of the patrimony according to its purpose;
3. signs on behalf of the Board of Trustees, with the approval of the Board of Directors, the contracts of the Board of Trustees, oversees, together with the Board of Directors, their execution and holds responsible the persons designated for their fulfillment;
4. convenes and leads the meetings of the General Assembly and the Board of Directors;
5. approves the hiring of specialized or administrative staff by the executive department and/or their dismissal;
6. accepts donations, legacies, and sponsorships made to the Patronage;
7. mediates conflicts between members of the Patronage;
8. keeps and uses the stamp of the Patronage;
9. proposes to the Board of Directors for approval of the appointment of the Spokesperson;
10. prepares the income and expenditure budget and monitors its execution;
11. hires the General Director, a natural person, or concludes the management contract with a specialized third-party organization;
12. initiates and submits to the approval of the Board of Directors the internal order and organization and functioning regulations of the Patronage and the specialized departments or committees of the Patronage, establishing at the same time their attributions;
13. presents to the General Assembly the activity report for the previous period, the execution of the income budget, the accounting balance, the income and expenditure budget for the current year, as well as the projects and programs of the Patronage;
14. informs the General Assembly and the Board of Directors about the measures taken between their meetings;
15. fulfills any other tasks given in its execution by the General Assembly.

The President can mandate any of the members of the Board of Directors to carry out the duties assigned to him or only a part of them.

Section 3 CENSOR OF THE PATRONAGE

Art. 37. The internal financial control of the Patronage is ensured by a censor, he will be appointed by the General Assembly during the first general assembly.

Art. 38. In carrying out his competence, the censor:

1)  verifies how the Patronage’s patrimony is administered, bringing to the knowledge

to the General Assembly its financial situation, including financial irregularities;

2)  prepares reports and presents them to the General Assembly;

3)  can participate in the meetings of the Board of Directors, without the right to vote;

4) fulfills any other duties established by the General Assembly.

Art. 39. The censor must meet the conditions provided by the special legislation on the matter.

Section 4 ELECTION PROCEDURE WITHIN THE FRAMEWORK OF PATRONAGE

Art. 40. vote

The General Assembly elects the members of the Board of Directors.

The elections are held by secret ballot, on ballots.

Absent members can also vote by authorizing other members who will be present.

Art. 41. candidacy

Candidates will be proposed in the General Assembly meeting by other members or they can propose themselves.

If two candidates have received the same number of votes and there is only one vacancy, the method of drawing lots will be used.

Art. 42. Validation of results

The secretary of the General Assembly session will count the votes and draw up the minutes regarding the conduct and results of the elections.

Art. 43. The new President will convene the old Board of Directors in no more than 30 days, at the headquarters of the Patronage, to draw up the minutes of handing over and receiving the documents.

Art. 44. The Board of Directors will elect the representatives of the Patronage in the governing bodies of the unions or federations to which it is affiliated.

Section 5 OPERATIONAL MANAGEMENT OF THE PATRONAGE

Art. 45. Internal structures

Within the Patronage, there will be several functional structures.

The number of members, the procedure for appointing members, the concrete attributions, the working procedure within the functional structures, as well as the other relations between them and the Patronage will be established by the Board of Directors through a Regulation on the organization and operation of the Patronage.

Art. 46. Within the limit of the number of positions approved by the General Assembly and the organization and operation scheme, the President of the Board of Trustees, depending on the concrete needs, may employ specialized, technical, and administrative personnel.

CHAPTER VII.

THE CONSTITUTION CRITERIA

Art. 47. The criteria for the establishment

• Patronage is constituted by the free association of its members and has the form of a Romanian legal entity under private law, non-profit and apolitical, its operation is regulated by Law no. 62/2011 together with the other provisions of the Romanian legislation as well as the provisions of this Statute and the Incorporation Minutes.
• The members of the Patronage can be any – registered legal persons and/or natural persons authorized according to the law and/or persons who exercise according to the law a trade or profession independently, who administer and use the capital to obtain profit under competitive conditions and who hires salaried work.

CHAPTER VIII.

DISSOLUTION AND LIQUIDATION OF THE PATRONAGE

Art. 48. Dissolution of the Patronage

(1) The patronage is legally dissolved as in the following cases:

1. upon the occurrence of the impossibility of achieving the purpose for which it was established, if within three (3) months from the finding of this situation, this purpose does not change;
2. the impossibility of constituting the Board of Directors under the Patronage’s statute,

if this situation lasts for more than one year from the date on which the Board of Directors should have been established.

• The determination of legal dissolution is made by the decision of the competent court in whose jurisdiction the seat of the Patronage is located, at the request of any interested person.
• The patronage is dissolved by the court decision, at the request of any interested person:

1. when the purpose or activity of the Patronage became illegal or contrary to public order;
2. when the achievement of the goal is pursued through illegal means or contrary to public order;
3. when the Patronage pursues a different purpose than the one for which it was established;
4. when the Patronage became insolvent.

(4) In case of dissolution of the Patronage, its patrimony is divided in compliance with the provisions of the statute and common law in the matter.

Art. 49. Liquidation of the Patronage

• The liquidators of the Patronage will be appointed by court decision. Once the liquidators are appointed, the mandate of the Board of Directors ends.
• The liquidators will make the inventory and conclude a balance sheet that will ascertain the exact situation of Patronage’s assets and liabilities.
• The liquidators are obliged to receive and keep the registers and any other documents of the Patronage. Also, they will keep a register with all the liquidation operations in the order of their date.
• The liquidators fulfill their mandate under the control of the censor. The liquidators are obliged to continue the ongoing legal operations, collect the claims, pay the creditors, and, if the cash is insufficient, convert the rest of the asset into cash, proceeding to the sale by public auction of the movable and immovable goods.
• The liquidators are obliged to fulfill all the procedures for the publication of the liquidation and deletion of the Employer from the Special Register of Evidence of Employer Organizations.

(6) The employer ceases to exist from the date of deletion from the Special Registry of Employer Organizations.

CHAPTER IX.

FINAL PROVISIONS

Art. 50. The employer can associate with other specialized employers’ organizations or join federations and/or confederations with similar objectives, from the country or abroad.

Art. 51. The provisions of this statute are supplemented by the legal provisions in force.

Art. 52. This Statute was adopted during the founding General Assembly, being signed by all the founding members today, October 18, 2022, and enters into force on the date of its registration in the Special Registry of Employer Organizations.

Signatures of the founding members: