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Law No. 440 Of 18 July 2001

Original Language Title:  LEGE nr. 440 din 18 iulie 2001

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LEGE no. 440 440 of 18 July 2001 for approval Government Emergency Ordinance no. 23/2000 on the establishment of the National Society "Land Improvement"-S.A. by reorganizing the Autonomous Regia of Land Enhancements
ISSUER PARLIAMENT
Published in OFFICIAL MONITOR no. 409 409 of 24 July 2001



The Romanian Parliament adopts this law + Article UNIC Approval Government Emergency Ordinance no. 23 23 of 27 March 2000 on the establishment of the National Society "Land Improvement"-S.A. by reorganizing the Autonomous Regia of Land Improvement, published in the Official Gazette of Romania, Part I, no. 136 of 30 March 2000, with the following amendments and additions: 1. In Article 2, paragraphs 1 and 3 shall read as follows: "" Art. 2. --(1) National Society < <îmbunătăţiri funciare=""> >-S.A. is a commercial company on shares, with state capital, of national interest, based in Bucharest, Sos. Oltenitei nr. 35-37, sector 4, and has in the structure of the county branches without legal personality provided in Annex no. 2. .................................................................... (3) National Society < <îmbunătăţiri funciare=""> >-S.A. will operate under the authority of the Ministry of Agriculture, Food and Forestry. " 2. In Article 3, paragraph 1 shall read as follows: "" Art. 3. -(1) The initial social capital of the National Society < <îmbunătăţiri funciare=""> >-S.A. is 129.657 million lei and is constituted by taking over part of the patrimonial asset of the Autonomous Regia of Land Improvement, in which the value of public domain assets of the state is not included, reassessed according to the law and registered in the accounts on 31 December 2000. '; 3. Article 4 shall read as follows: "" Art. 4. -(1) The Ministry of Agriculture, Food and Forestry, on behalf of the state, leases to the National Society < <îmbunătăţiri funciare=""> >-S.A., for 49 years, the goods belonging to the public domain of the state, provided in item 1 1 of Annex no. 3. The level of the royalty is 0.05% of the value of the goods covered by the concession contract and shall be covered by the revenues made from the irrigation tariffs. ((2) The works in the irrigation and rice furnishings, provided in section 2 2 of Annex no. 3, will be administered by the National Society < <îmbunătăţiri funciare=""> >-S.A. until their transfer, on request, without payment, to the associations of water users, according to the law, within up to 5 years, and as they are established. (3) The production and administrative buildings, with the related land, facilities, equipment and means of transport, necessary for the activity of the National Society < <îmbunătăţiri funciare=""> >-S.A., from the private domain of the state, shall take over from the Autonomous Direction of Land Improvement by protocol, and their value shall be entered in the share capital of the commercial company. (. The values of the goods referred to 1 1 and 2 of Annex no. 3 shall be established on the basis of physical inventory within 30 days from the date of entry into force of the law approving this emergency ordinance. " 4. Article 5 shall read as follows: "" Art. 5. -National Society < <îmbunătăţiri funciare=""> >-S.A. operates in the field of land improvements, having as main activity the administration of works of land improvements of national interest from the patrimony, the performance of services, as well as the application development strategies, policies in the field of land improvements, investment and scientific research. " 5. Article 7 shall read as follows: "" Art. 7. -On the date of entry into force of this emergency ordinance the actions of the National Society <îmbunătăţiri funciare=""> >-S.A. are fully owned by the State, which exercises its rights and obligations arising from its quality as a single shareholder through the Ministry of Agriculture, Food and Forestry. " 6. Article 8 shall read as follows: "" Art. 8. -(1) Electricity expenditure necessary to pump water from the source, outlet, to hydrant, operating expenses for basic pumping stations and repompation stations and all water evacuation expenses from the water supply network. dissecting, maintenance and repair expenses of land improvement works in which, according to the law, the embankments, dams and annexes of the patrimony of the National Society < <îmbunătăţiri funciare=""> >-S.A. shall be borne by the state budget. ((2) Electricity expenses necessary for pumping water from pumping stations under pressure to hydrant or vanet from rice and maintenance and repair expenses from the facilities that will be taken over by the associations Water users for newly established irrigation shall be supported from the state budget for a period of 5 years. (3) For economic agents and public institutions holding irrigation systems and dissecting systems outside those in the patrimony of the National Society < <îmbunătăţiri funciare=""> >-S.A. the electricity expenses necessary to pump water from the outlet to the hydrant, the electricity expenses necessary for the evacuation of water from the dissecting systems, as well as the necessary electricity expenses for economic agents who pump water for irrigation can be borne from the state budget. (4) For the expenses of exploitation of the irrigation systems of the patrimony National Society "Land Improvement"-S.A. will set tariffs for the delivery of water to the beneficiaries of the services. ((5) Expenditure on defence actions against floods, dangerous weather events and accidents at hydrotechnical constructions, as well as those for the establishment of stock of materials and means of defence, expenditure for research, studies and design, expenses for ongoing and new investments, rehabilitation of existing land improvement facilities, preservation of shale investment objectives, environmental protection expenditure through works of land improvements, monitoring of the effects of the design land improvements, the cadastre of land improvement works, expenses for independent facilities and other expenses assimilated to investments are borne by the state budget. ((6) The expenses for fulfilling the legal obligations as holder of the right of administration of goods belonging to the public and private domain of the state, consisting in the elaboration of the necessary technical documentation for obtaining, the updating or modification of the water management authorization, the environmental permit, the safe operation permit of the dams and other constructions subject to special monitoring in operation, the expenditure for their expertise and expert advice, other fees and charges the authorization provided by the law, as well as the expenses for the elaboration of the necessary technical documentation in order to obtain the certificate of attestation of the ownership of the land shall be borne from the state budget 7. Article 10 shall read as follows: "" Art. 10. -(1) Within 60 days from the date of entry into force of this emergency ordinance the Minister of Agriculture, Food and Forestry, with the opinion of the Ministry of Public Finance, will approve by order the methodological norms on the conditions and the mode of granting and use, as well as the control of the use of the amounts allocated from the state budget to bear some categories of expenses in the field of land improvements. (2) Within 60 days from the date of entry into force of the law approving this emergency ordinance, by order of the Minister of Agriculture, Food and Forestry the methodological norms for the implementation of the organization of the land improvement activity. " 8. Article 11 shall read as follows: "" Art. 11. -Within 90 days from the date of entry into force of the law approving this emergency ordinance the Ministry of Agriculture, Food and Forestry will reorganize by dividing the National Society < <îmbunătăţiri funciare=""> >-S.A., in order to privatise some activities in the field of land improvements, which are subject to its activity. " 9. Annexes no. 1, 2 and 3 will read as follows: + Annex 1 "" STATUTE National Society "Land Improvement"-S.A. + Chapter I Name, legal form, seat, duration + Article 1 Name (1) The name of the company is the National Company "Land Improvement"-S.A. (2) In all acts, invoices, notices, publications and other acts emanating from the National Society "Land Improvement"-S.A. shall mention its name, preceded or followed by the words company on shares or initials S.A., the share capital, the registration number in the trade register, the premises and the tax code. + Article 2 Legal form The National Company "Land Improvement"-S.A. is a company on national interest actions and operates as a Romanian legal person with state capital, on the basis of economic management and financial autonomy, in accordance with the laws Novels and the present status. + Article 3 Headquarters (1) The head office of the National Society "Land Improvement"-S.A. is in Romania, Bucharest, Sos. Oltenitei nr. 35-37, Sector 4. (2) The headquarters of the National Company "Land Improvement" S.A. can be changed to another locality in Romania, according to the law. (3) On the date of establishment of the National Company "Land Improvement"-S.A. has in its structure branches, units without legal personality. Branches may have in subordination county zoning systems, systems, wards, workshops, with economic and financial management, which draw up the bookkeeping at the level of verification balance. + Article 4 Duration The duration of the National Company "Land Improvement" S.A. is unlimited, starting from the date of its registration in the commercial register. + Chapter II Purpose, object of activity and tasks + Article 5 Purpose The National Society "Land Improvement"-S.A. aims to apply development strategies and national policies in the field of land improvements, making investments and specialized scientific research. + Article 6 Subject matter of activity and duties (1) As concessionaire of works of land improvements in the public domain, the National Society "Land Improvement"-S.A., through its branches, has the following object of activity: 1. administration, maintenance, repair and operation of irrigation works, drainage-drainage, combating soil erosion, damming, dams and the like, including flood and ice defences, weather events dangerous and accidents at hydrotechnical constructions in their own facilities; 2. implementation of investment programs on studies, design and execution of works of land improvement; 3. production of materials, equipment, confections and reconditioning of spare parts necessary in the activity of land improvements, for own needs and for third parties; 4. execution of services for third-party legal and natural persons; 5. ensuring technical assistance in the maintenance and exploitation of land improvement facilities by legal and natural persons, as well as by associations of water users for irrigation; 6. carrying out import-export activities, international cooperation in the field of land improvements, marketing of irrigation equipment, agricultural equipment and machinery, technologies and services for its own needs; 7. conduct of marketing activities of chemicals for the protection of agricultural crops, storage and conditioning of agricultural products, semincer material, as well as marketing and export of agricultural products during the period running the ROM-AG 98 Program and as a result of the productions resulting from this program; 8. execution of other services in the field of transport, design and realization of construction-assembly works, repairs by own workshops, rental of means of transport and machinery, as well as temporary spaces available, for legal and natural persons, without affecting the basic activity; 9. organization of the material base for the realization of economic and scientific research programs in collaboration with units in the field of design and research; 10. realization and functioning of the national system of surveillance, evaluation, forecasting and warning regarding the economic and ecological effects of the works of land improvement, part of the national monitoring system for protection the environment; 11. realization of its own computer system, IT services, software activity, basic and applied for computers and computer networks; 12. supply of thermal agent through its own micro-plants to legal and natural persons; 13. organization and participation in technical-scientific events and exhibitions in the country and abroad, advertising and advertising services; 14. organization of other activities and services to capitalize on profitable opportunities; 15. valorization of materials resulting from stocks, repairs, demolitions, marriages, as well as secondary products resulting from the basic activity; 16. leasing operations according to the legislation in force; 17. realization for own staff of social, cultural, touristic, sanitary, sports activities; 18. organization, realization, keeping and keeping up to date of the land improvement cadastre; 19. management and security of own goods, as well as those of the nature of the goods provided in art. 135 135 para. (5) of the Constitution, leased to the National Society "Land Improvement"-S.A.; 20. propaganda activities, direct information and sensitization of water users for irrigation, in order to transfer to them the management of watering; 21. editing, printing and marketing of technical publications in the agricultural field. (2) In order to achieve its object of activity the National Society "Land Improvement"-S.A. has the following tasks: 1. draw up the annual and prospective programs in the field of land improvements; 2. develops studies and programs for the development, modernization and completion of existing investment objectives, in order to achieve new objectives, in correlation with the exploitation of their facilities; 3. substantiates the need for sources and funds to finance all the works provided for in its object of activity and ensures the distribution of approved funds; 4. develops consumer norms, stock rules and tariffs specific to the exploitation of land improvement works; 5. endorses and approves the technical documentation, contracting and financing of investment and repair works, execution and timely reception of the respective works, according to the law; 6. develop technical norms and technologies on maintenance, repair and operation of land improvement works on agricultural land, with agricultural destination; 7. ensures the operation of works on the designed parameters, except in cases where the operation is prevented by natural factors that cannot be influenced by the National Society "Land Improvement"-S.A.; 8. pursues the impact of land improvement works on environmental factors and applies corrective measures, in case of finding negative trends, established by technical-economic and/or ecological documentation; 9. assesses, as the case may be, directly or through other specialized legal or physical persons, the effects and damages produced by land improvement works under its administration by the actions of risk factors and natural calamities and makes the necessary steps to obtain funds to remedy, according to the law; 10. participates in the application of Land improvements law no. 84/1996 ; 11. organizes and applies operative actions to prevent and insure against floods, dangerous weather events and accidents at hydrotechnical constructions in own facilities, in accordance with Government Decision no. 638/1999 ; 12. issues agreements and opinions for installations and constructions that are executed in the area of land improvement works of its patrimony; 13. prepares the draft budget of revenues and expenses; analyzes the use of money availability, under the law; 14. contracts internal and external credits, according to the regulations in force; 15. studies the internal and external market, to ensure the supply of specific materials and equipment; 16. conduct foreign trade operations; 17. initiates technical-scientific cooperation actions with companies, as well as collaborative actions with international bodies, in its field of activity; 18. participates in the actions that are carried out internationally in the bodies to which it is affiliated, as well as to other international events organized on issues of administration and exploitation of land improvement works, under the conditions the law; 19. organizes tenders for the adjudication of the design and execution of public investments, public procurement of goods and the execution of services and repairs in the field of land improvements, according to the law; 20. elaborates and performs its own research plan, design, informatics; 21. coordinates and methodologically directs the realization of technical control in its own units regarding the maintenance and repair of works in its field of activity; 22. pursues investment activity and innovations and is concerned with the generalization of their most important achievements, makes proposals on standardisation issues; 23. pursues and takes the necessary measures to comply with the legal norms on the use of the measuring and control equipment, as well as the lifting equipment; 24. endorses the approval and production of new products specific to the land improvement sector; 25. develops internal consumer norms for fuels, lubricants, electricity for technologies specific to operation, maintenance and repair; 26. collaborates and takes measures, in agreement with the specialized bodies of the Ministry of Interior, to ensure the security and protection of works under its administration; 27. elaborates its own labor protection, fire prevention rules for specific activities; 28. elaborates studies on workforce needs on personnel structures, organizes staff recruitment, preparation and improvement of all personnel and controls the application of regulations on selection and promotion personnel to subordinate units; 29. provides guidance and control of subordinate units, financial management control, performs economic and technical analyses on the organization and conduct of production processes and takes appropriate measures; 30. prepares and presents the balance sheet and the profit and loss account, according to the legal regulations in force. + Chapter III Share capital, shares + Article 7 Share capital (1) The initial social capital of the National Society "Land Improvement"-S.A. is 129.657 million lei, divided into 259,314 nominative shares in nominal value of 500,000 lei. The initial share capital of the National Society "Land Improvement"-S.A. is constituted by taking over part of the patrimonial asset of the Autonomous Regia of Land Improvement, in which the value of goods in the field is not included public of the state, reassessed according to the law and registered in the accounts on December 31, 2000 ((2) Goods belonging to the public domain of the state, consisting of irrigation works consisting of sockets, basic pumping stations, including reversible ones, repomping stations, ducts and ducts of adduction and distribution of irrigation water up to pressure pumping stations, main collector channels to the gravity dissecting and pumping works, including the related pumping stations, lower order draining channels, drainage drains and collectors, works to combat soil erosion, dams and flood defences at Dunare and on the inner rivers and not included in the share capital of the National Society "Land Improvement"-S.A. is awarded by the Ministry of Agriculture, Food and Forestry, on behalf of the state, for a term of 49 years, National Company "Land Improvement"-S.A. The level of the fee is 0.05% of the value of the goods covered by the concession contract and shall be covered by the revenues from the irrigation tariffs. ((3) Work in irrigation and rice furnishings, consisting of pressure pumping stations, inland irrigation networks consisting of pipes and channels, as well as mobile watering equipment, which are part of the private sector of the state, will be administered by the National Society "Land Improvement"-S.A. until their transfer on request, without payment, to the associations of water users for irrigation, according to the law, within up to 5 years, as setting them up. (4) The production and administrative buildings, together with the related land, facilities, equipment and means of transport necessary for the activity of the National Society "Land Improvement"-S.A. in the private domain of the state take over from the Autonomous Regia of Land Improvement by protocol and include in the share capital of the National Society "Land Improvement"-S.A. (5) The social capital referred to in par. (1) is the one resulting from the inventory of the patrimony of the Autonomous Regia of the Land Improvement recorded in the accounting balance concluded at the handover-takeover of the patrimony between the Autonomous Direction of Land Enhancements and the National Society "Land Improvement"-S.A. (6) Until the transmission of shares to natural or legal persons, Romanian or foreign, under the law, they are fully owned by the state, which exercises its rights and obligations arising from its quality as a sole shareholder by Ministry of Agriculture, Food and Forestry. + Article 8 Reduction or increase of share capital (1) The social capital may be reduced or increased on the basis of the decision of the extraordinary general meeting of the shareholders, under the conditions and in compliance with the procedures provided ((2) If the general manager finds the loss of half of the share capital he is obliged to convene within a maximum of 60 days the extraordinary general meeting of the shareholders who will decide either the reunification of the share capital or reduction to the remaining value, or dissolution of the National Society "Land Improvement"-S.A. The reduction of the share capital will be possible only after two months from the date of publication in the Official Gazette of Romania, Part IV, of the meeting extraordinary general shareholders. + Article 9 Actions (1) The nominative actions of the National Society "Land Improvement"-S.A. will include all the elements provided by law. (2) The nominative shares issued by the National Company "Land Improvement"-S.A. will be in dematerialized form, by registration in the account, in which case the shareholder certificates will be issued according to the law. (3) The National Company "Land Improvement"-S.A. shall keep records of the shares in a numbered register, sealed and initialled, which shall be kept at its premises. Changes operating in the register will comply with the provisions of the legislation in force (4) The shares issued by the National Company "Land Improvement"-S.A. may be encumbered by a right of use or may be pledged, under the law. (5) Romanian and foreign natural or legal persons will be able to acquire shares in the National Company "Land Improvement"-S.A. according to the legal provisions in force, without affecting the position of the majority shareholder state. + Article 10 Rights and obligations arising from actions (1) Each action subscribed and paid by the shareholder, according to the law, gives it the right to a vote in the general meeting of shareholders, the right to choose and to be elected to the governing bodies, the right to participate in the distribution of profit, according to the provisions of this statute and legal provisions, other rights provided by the statute. (2) The holding of the action involves the adherence to the statute. (3) The rights and obligations related to the shares follow the actions in the event of their passage into the property of (. When a nominative action becomes the property of more than one person, the transmission shall not be entered unless they designate a single representative for the exercise of the rights resulting from the shares. (5) The obligations of the National Company "Land Improvement"-S.A. are guaranteed with the share capital of the company, and the shareholders respond within the limits of the value of their shares. (6) The patrimony of the National Company "Land Improvement"-S.A. cannot be encumbered by debts or other personal obligations of the shareholders. + Article 11 Share assignment (1) The shares are indivisible with regard to the National Company "Land Improvement"-S.A., which recognizes only one owner for each action. (2) The partial or total assignment of the shares between the shareholders or to the third parties shall be carried out under the conditions and procedure provided by law (3) The transmission of ownership of the nominative shares issued by the National Company "Land Improvement"-S.A. shall be made by declaration made in the register of shareholders, subscribed by the transferor and by the transferee or by their trustees. Also, the transmission can also be carried out by authentic act, with the corresponding mentions in the shareholder register. + Article 12 Share loss In case of loss of some shares, the owner will have to notify the general manager and make public the fact through the press, in at least two newspapers of wide circulation in the locality where the headquarters of the National Society "Land Improvement" is located- S.A. The lost shares are cancelled. Their cancellation will be published in the Official Gazette of Romania, Part IV. After 6 months the shareholder will be able to obtain a duplicate of the lost shares. + Chapter IV General meeting of shareholders + Article 13 Tasks (1) The management of the National Company "Land Improvement"-S.A. is provided by the general meeting of the shareholders, the board of directors and the general manager. (2) The general meetings of the shareholders are ordinary and extraordinary. (3) The ordinary general meeting of the shareholders has the following main tasks: a) approves the global strategy of development, retrofitting, modernization, economic and financial restructuring of the National Society "Land Improvement"-S.A.; b) approve the revenue and expenditure budget and the work programme for the following financial year; c) approve the balance sheet and profit and loss account, after analyzing the report of the general manager and censors and apportion the profit according to the law; d) decides on the use of dividends related to the actions managed for restructuring and development, according to the law; e) decides on the contracting of long-term bank loans, including external ones; establishes the powers and the level of contracting of bank loans on the internal and external market, commercial loans and guarantees, including by pledging actions, according to the law; f) decide on the pledge, mortgage or rental of own goods, units or premises; g) approves the organizational structure and the Regulation on organization and functioning of the National Society "Land Improvement"-S.A. ((4) For the performance of the tasks referred to in b), c), d), e) and f), the general meeting of shareholders will be able to take decisions only after obtaining by each representative of a special mandate prior to the body that appointed him. (5) The extraordinary general meeting of the shareholders shall meet whenever it is necessary to make a decision for: a) moving the company headquarters; b) extension of the duration of c) increase of social capital; d) the reduction of the share capital or its reunification through the issue of new shares; e) merger with other companies or division of the National Society "Land Improvement"-S.A.; f) early dissolution of the company; g) conversion of shares from one category to the other; h) conversion of a category of bonds in another category or in shares; i) issue of bonds; j) any other modification of the articles of association or any other decision for which the approval of the extraordinary general meeting of the shareholders is required. (6) In order to perform the duties of the extraordinary general meeting of the shareholders, each representative must obtain a special prior mandate from the body that appointed him. The extraordinary general meeting of the shareholders will be able to delegate to the Director-General the exercise of his a), d) and i). + Article 14 Convening the general meeting of shareholders (1) The convocation of the general meeting of the shareholders will be made at least 15 days before the established date, will be published in the Official Gazette of Romania, Part IV, and in a central newspaper of wide circulation and will include the place and date of the young it, as well as the agenda, with the explicit mention of all the issues that will be the subject of the debates. The general meeting of the shareholders meets at the headquarters of the National Society "Land Improvement"-S.A. or in another place indicated in the convocation. (2) Until the emergence of new regulations regarding the situation of companies having as sole shareholder the state, the interests of the state capital will be represented by an authorized Ministry of Agriculture, Food and Forestry, appointed by order of the Minister of Agriculture, Food and Forestry. ((3) Where proposals for the amendment of the Statute are on the agenda, the convocation shall include the full text of the proposals. (4) The ordinary general meeting of the shareholders has the following main tasks: a) appoint and replace the general manager and censors, according to the legal provisions; b) approve the discharge of the Director-General and order its revocation; c) determine the level of remuneration of the Director-General and d) analyze the reports of the Director-General on the stage and prospects regarding profit and dividends, the position on the internal and external market of commercial credits and guarantees, including by pledging the actions according to the law; e) decides on the legal action of the Director General and the censors for the recovery of damages produced by them to the National Society "Land Improvement"-S.A. + Article 15 Organisation of general meeting of shareholders (1) The ordinary general meeting of the shareholders shall be convened by the Director General. The general meeting of shareholders takes place at least once a year, two months after the end of the financial year for the approval of the balance sheet and profit and loss account for the previous year and for the establishment of the activity and budget for the current year. (2) If at the established date the holders of at least half of the share capital are not present, the general meeting of the shareholders shall be convened again, after 7 calendar days, in the same place and at the same time, and shall take place regardless of the number of shareholders present (3) The general meeting of the shareholders shall be convened whenever necessary, at the request of the sole shareholder, of the director-general or of the censors, in accordance with the provisions of the statute, at least 15 days before the appointed date. (4) The General Meeting of Shareholders shall designate among the shareholders present a Secretary who shall verify the attendance list of the shareholders, indicating the share capital each represents and the fulfillment of all the formalities required by law and by status for the assembly, and shall draw up the minutes of the general meeting of the shareholders. The minutes, signed by the sitting president and the secretary, will find the fulfilment of the convocation formalities, and at the request of the shareholders, the statements made by them in the meeting. The minutes will annex the acts relating to the convocation, as well as the lists of the presence of shareholders. The minutes of the meeting will be passed in the register of the general meeting of shareholders, will be sealed and initialled. (5) At the meetings of the ordinary and extraordinary general meeting of the shareholders, in which issues related to employment relations with the staff of the National Society "Land Improvement"-S.A., the representatives of the union may be invited and/or representatives of employees who are not union members. + Article 16 Exercising the right to vote in the general meeting of shareholders (1) On the day and at the time specified in the convocation meeting the general meeting of the shareholders will be opened by the general manager or, in the absence thereof, by the person who holds his place. (2) The decisions of general meetings of shareholders shall be taken as a rule by open vote. The quorum of presence and the majority necessary for making decisions are those provided by law. ((3) On the proposal of the person who presides over the general meeting of the shareholders or a group of shareholders present or represented, who hold at least one fourth of the share capital, it will be possible to decide that the vote should be secret. The secret ballot is mandatory for the election of censors and for their revocation. (4) In order to be opposable to third parties the decisions of the general meeting of shareholders will be submitted within 15 days to the trade register office to be mentioned in the register and published in the Official Gazette of Romania, Part IV. If these decisions involve the amendment of the articles of association, only the addendum comprising the full text of the amended clauses will be published. (5) The decisions of the general meeting of shareholders will not be able to be executed before the formalities provided in par. ((3). (6) The decisions taken by the general meetings of the shareholders within the limits of the law and the statute are mandatory even for the absent or unrepresented shareholders in the general meeting of the shareholders or who voted against. (7) The shareholders who do not agree with the decisions taken by the general meetings of the shareholders regarding the change of the object of activity, the headquarters or the legal form have the right to withdraw from the National Society "Land Improvement"- S.A. and to recover the value of the shares they possess, according to the legal provisions. + Chapter V Company administration + Article 17 Organisation (1) The National Company "Land Improvement"-S.A. is managed, according to the law, by a board of directors consisting of 7 members appointed by order of the Minister of Agriculture, Food and Forestry, one of which is the Director general of the National Society "Land Improvement"-S.A. From the Board of Directors of the National Society "Land Improvement"-S.A. are part of a representative from the Ministry of Agriculture, Food and Forestry and the Ministry Public Finance. The Chairman of the Board is the Director General of the National Society "Land Improvement"-S.A. (2) The general manager of the National Society "Land Improvement"-S.A. is appointed for a period of 1-4 years by decision of the general meeting of shareholders. During the period when the state is the sole shareholder the general manager is appointed by order of the Minister of Agriculture, Food and Forestry. (3) The members of the board and the general manager shall submit a guarantee according to the legal provisions in force. (. The Management Board shall meet in meetings at least once a month, at the proposal of the Director-General, and shall adopt decisions by a majority of the votes of those present. (5) The members of the board of directors will receive for the activity carried out in this capacity a monthly allowance equal to 20% of the general manager's income (6) For the preparation of the meetings and the preparation of the minutes the board of directors will designate a secretary of the board, to whom a monthly allowance will be set by the board of directors, which will not exceed the monthly allowance of a member of the board of directors. (. The Management Board may at any time revoke the persons appointed to the Steering Committee. + Article 18 Duties and obligations of the Management Board The tasks of the Management Board shall be 1. approves the state of functions of the National Society "Land Improvement"-S.A. and submits it for approval to the general meeting of shareholders; 2. approves the level of guarantees for persons who have the status of manager, according to the law; 3. submit annually for approval to the general meeting of shareholders, within 60 days from the date of conclusion of the financial year, the report on the activity of the National Society "Land Improvement"-S.A., the balance sheet and the account profit and loss for the previous year, as well as the project of the activity program and the draft budget of revenues and expenditures for the current year; 4. approves, at the proposal of the Director General, the distribution of profit according to the law and the increase or decrease of the share capital, as well as the bond issue, 5. approves, at the proposal of the Director General, under the law, association with other economic agents for the realization of activities of common interest; 6. approves the proposals of the Director General on the distribution on branches and activities of allocations from the state budget provided for in the budget of the Ministry of Agriculture, Food and Forestry; 7. approves tariffs, prices and rents under the law; 8. approves any other measures for the activity of the National Society "Land Improvement"-S.A., except for those given in the competence of other bodies; 9. approves the use of the currency fund, under the law; 10. proposes, according to the legal regulations, the investments whose approval is in the competence of other central public administration bodies; 11. decides on the investments to be made, according to its object of activity, which is financed from its own sources, from bank loans or allowances from the state budget; 12. approves the monthly, annual and prospective activity programs regarding the design, investments, operation, maintenance and repair of land improvement works; 13. approves the hiring of long-term or medium, internal and external credits, according to the law. + Chapter VI Steering Committee + Article 19 Duties of Director 1. Elaborates the global strategy of development, retrofitting, modernization, economic and financial restructuring of the National Society "Land Improvement"-S.A. and submits it for approval to the board of directors. 2. Elaborates the organizational structure of the National Society "Land Improvement"-S.A. and submits it for approval to the board of directors and general meeting of shareholders. 3. Make proposals on the merger, division, dissolution and liquidation of the National Society "Land Improvement"-S.A. and submit them for approval to the board of directors and general meeting of shareholders. 4. Proposes the distribution of profit according to the law and the increase or decrease of the share capital, as well as the issuance of bonds under 5. Negotiate the collective agreement together with the employees ' representatives. 6. Approve the conclusion of rental contracts. 7. Proposes, under the law, the association with other economic agents for the realization of activities of common interest. 8. Analyze the economic activity of the branches and their classification in the revenue and expenditure budget and establish the appropriate measures. 9. It may attract in its activity the analysis of complex problems specialists whose activity can be remunerated on the basis of civil conventions of services, concluded according to the law. 10. Presents to the Ministry of Agriculture, Food and Forestry once a year, after the approval of the general meeting of shareholders and the board of directors, an activity report of the national company, the balance sheet and the profit and losses on the previous year, as well as the draft revenue and expenditure budget for the current year. 11. Organize the selection, employment and dismissal of staff in compliance with the provisions of labor law and collective agreement. 12. represents the National Society "Land Improvement"-S.A. in relations with third-party individuals or legal entities. 13. Inkey legal acts on behalf of and on behalf of the National Society "Land Improvement"-S.A. according to the law. 14. Ensures the convocation of ordinary and extraordinary general meetings of shareholders. 15. It performs other prerogatives entrusted by the Ministry of Agriculture, Food and Forestry, the general meeting of shareholders and the board of directors or provided by law. 16. Ensure achievement of objectives and performance criteria. 17. Half-yearly presence in the general meeting of shareholders or whenever the economic and financial situation of the National Society "Land Improvement"-S.A., stage of investments, achievement of performance objectives, as well as other requested documentation, targeted and certified by the censor. 18. Promote and ensure the timely preparation of privatization documentation in accordance with the provisions of the governing program. 19. In the process of privatization of the National Society "Land Improvement"-S.A., during the period between the approval by the competent ministry of initiating the privatization procedure for the sale of the package/packages of shares held/owned by it and the payment of the amount provided for by the contract of sale-purchase of shares, must not carry out the sale of assets, the conclusion of real estate leases, the pledge of assets, the employment of loans (outside the necessary for the conduct of the current activity) or any other activities likely to encroach on this process. During this period the general manager will be able to carry out the above mentioned operations only with a special mandate from the public institution involved. + Chapter VII Management + Article 20 Censors (1) The management of the National Company "Land Improvement"-S.A. is controlled by shareholders and 3 censors, which are chosen by the general meeting of shareholders. At least one of the censors has to be an accountant. (2) During the period in which the state holds more than 20% of the share capital, one of the censors will be recommended by the Ministry of Public Finance. (3) The general meeting of the shareholders shall also elect the same number of alternates, who shall replace, under the law, the tenured censors. (4) In order to exercise the rights and the performance of their obligations, the censors will be presented, upon request, data on the activity of the National Society "Land Improvement"-S.A., at the situation of heritage, profit and losses. (5) The censors have the following main tasks: a) during the financial year check the management of fixed assets and circulating means, the portfolio of effects, the house and books of bookkeeping and inform the general manager about the irregularities found; b) at the end of the financial year control the accuracy of the inventory, the documents and information presented by the general manager on the accounts of the National Society "Land Improvement"-S.A., the balance sheet and the profit and losses, presenting a written report to the general meeting of shareholders; c) presents to the general meeting of shareholders their views on proposals to reduce the share capital or to modify the status and object of activity of the National Society "Land Improvement"-S.A. (6) The censors are also obliged: a) to make, monthly and unannounced, inspections of the house and to verify the existence of securities or values that are the property of the National Society "Land Improvement"-S.A. or that were received in pledge, bail or deposit; b) to take part in the ordinary and extraordinary meetings of the shareholders, being able to insert on the agenda the proposals they will consider necessary; c) to make a regular submission of the guarantee from the Director-General; d) ensure that the provisions of the law and of the statute are fulfilled by the Director-General and the liquidators. (7) The censors meet at the headquarters of the National Society "Land Improvement"-S.A. and make decisions unanimously. If unanimity is not achieved, the divergent ratio shall be submitted to the general meeting of shareholders (8) The Censors may convene the extraordinary general meeting of shareholders, if it has not been convened by the Director-General, where the share capital has diminished by more than 10% for 2 consecutive years (except for the first 2 years after the the establishment of the National Society "Land Improvement"-S.A.) or whenever it considers necessary for other situations regarding the violation of legal and statutory provisions. (9) The duties of the censors as well as their rights and obligations shall be supplemented by the legal provisions in this field. ((10) Censors and alternates shall be appointed for a period of not more than 3 years and may be re-elected. (11) No persons who are incompatible with the right can be censors Law no. 31/1990 on companies, republished. ((12) Censors are required to submit before the start of the activity a guarantee equal to one third of the guarantee of the Managing Director. (13) In the event of death, physical or legal prevention, termination or waiver of the mandate by a censor, the older alternate shall replace him. (14) If in this manner the number of censors cannot be completed, the remaining censors shall appoint another person in the vacancy to the nearest meeting of the general meeting of the shareholders. (15) If no censor remains in office, the general manager shall convene the general meeting of the shareholders, which shall proceed with the appointment of other censors. (16) The censors shall enter into a special register the deliberations and the findings made in the exercise of their mandate. (17) Revocation of censors will be possible only by the general meeting of shareholders, with the vote required at the extraordinary general meetings of the shareholders. + Chapter VIII Activity + Article 21 (1) The National Company "Land Improvement"-S.A. is the owner of the assets of its patrimony, with the exception of those who were granted it. The publicly owned goods concession to the National Society "Land Improvement"-S.A. stand out distinctly and have the regime provided by law. (2) The revenue and expenditure budget of the branches will have to ensure the correct functioning and technological development at the standards level of the operating activities, maintenance of the land improvement and defense facilities against flooding. (3) The National Company "Land Improvement"-S.A. has in its structure branches whose powers are established by the regulation of organization and functioning. Within the National Society "Land Improvement"-S.A. operates directions, services, inspections, offices and other compartments, whose structure norms are proposed by the general manager and approved by the general meeting of shareholders. + Article 22 Equity financing (1) For the fulfilment of its object of activity and in accordance with the established tasks the National Society "Land Improvement"-S.A. uses own financing sources, budgetary allocations provided annually by the budget of the Ministry Agriculture, Food and Forestry, bank loans and other financial sources. ((2) The expenses for the own apparatus of the National Society "Land Improvement"-S.A. shall be covered by a share of the revenues made by its branches. + Article 23 Financial year The financial year shall begin on 1 January and end on 31 December of each year. The first financial year begins on the date of establishment of the National Society "Land Improvement"-S.A. + Article 24 Staff (1) The management staff of the National Society "Land Improvement"-S.A. and branches is appointed and fired by the board of directors, at the proposal of the Director General. (2) The execution staff of the National Society "Land Improvement"-S.A. is employed and fired by the general manager, and that of the branches, by the management of the county branches, according to the competences established by the general manager. (3) The salary is made in accordance with the legal provisions and the collective agreement. (4) The payment of salaries and related taxes, social security quotas, as well as other obligations to the state budget will be made according to the law. (5) The rights and obligations of the staff of the National Society "Land Improvement"-S.A. are established by the organization and functioning regulations and by the collective agreement. + Article 25 Depreciation of fixed assets The Director-General establishes, under the law, the depreciation of tangible and intangible assets of the patrimony of the National Society "Land Improvement"-S.A. + Article 26 Accounting records and balance sheet (1) The National Company "Land Improvement"-S.A. will keep the bookkeeping separately on branches and on activities and will draw up annually the balance sheet and profit and loss account for these activities, considering the methodological norms developed by the Ministry of Public Finance (2) The balance sheet and profit and loss account of the National Society "Land Improvement"-S.A. will be published in the Official Gazette of Romania, Part IV, according to the legal provisions. + Article 27 The operations of receipts and payments of the National Society "Land Improvement"-S.A. are carried out in open accounts with banks. Within the limits of the provisions established by the National Bank of Romania for current needs National Society "Land Improvement"-S.A. can carry out operations of receipts and payments in lei and in foreign currency. The operations of receipts and payments with abroad will be carried out through the banking units. + Article 28 Calculation and distribution of profit (1) The profit of the National Company "Land Improvement"-S.A. is established, under the law, on the basis of the balance sheet approved by the general meeting of shareholders. (2) The profit of the National Company "Land Improvement"-S.A., left after the payment of the profit tax, will be distributed according to the decision of the general meeting of shareholders and legal provisions in force. (3) The National Company "Land Improvement"-S.A. is a reserve fund and other funds under the law. (4) The payment of dividends due to shareholders is made by the National Company "Land Improvement"-S.A. under the law, after the approval of the balance sheet by the general meeting of shareholders. (5) In case of loss of losses the general meeting of the shareholders will analyze the causes of their production and will determine accordingly how these losses will be incurred. The ownership of losses by the shareholders will be proportional to the capital contribution and within the subscribed share capital. + Article 29 Registers The National Society "Land Improvement"-S.A. will keep, through the care of the general manager and censors, all the registers provided by law. + Chapter IX Association + Article 30 The National Society "Land Improvement"-S.A. can associate with companies from other sectors of activity, Romanian and foreign, related to its object of activity. The association is made on the basis of association contract. + Article 31 The companies associated with the National Company "Land Improvement"-S.A. will respect and apply the uniform procedures and methodologies, agreed in the association contract, for the main relations commercial, production, financial, etc. + Article 32 The association of a company with the National Society "Land Improvement"-S.A. is proposed by the general manager and is approved by the general meeting of the shareholders and the board of directors. + Article 33 The partnership conditions during the association period, as well as those of withdrawal will be stipulated in the association contracts that will be concluded between the National Company "Land Improvement"-S.A. and each associated commercial company. + Chapter X Change of legal form, dissolution, liquidation, litigation + Article 34 Amendment of legal (1) The modification of the legal form of the National Society "Land Improvement"-S.A. will be possible only under the decision of the extraordinary general meeting of shareholders and with the fulfillment of all forms provided by law. (2) The new company will fulfill the legal formalities for registration and advertising required at the establishment of companies. + Article 35 Dissolution (1) The following situations lead to the dissolution of the National Society "Land Improvement"-S.A.: a) the impossibility of carrying out the activity b) declaration of invalidity; c) decision of general meeting of shareholders; d) bankruptcy; e) the loss of half of the share capital after the reserve fund was consumed, if the general meeting of the shareholders does not decide to complete the share capital or limit it to the remaining amount; f) when the number of shareholders falls below the legal minimum; g) at the request of any shareholder, if the circumstances of force majeure and their consequences last more than 8 months, and the extraordinary general meeting of the shareholders finds that the functioning of the National Society "Land Improvement"-S.A. is not possible; h) other causes provided by law or by the articles of association of the National Society "Land Improvement"-S.A. (2) The dissolution of the National Company "Land Improvement"-S.A. will be registered at the trade register office and will be published in the Official Gazette of Romania, Part IV. + Article 36 Liquidation (1) The dissolution of the National Company "Land Improvement"-S.A. has the effect of opening the liquidation procedure. (2) The liquidation of the National Company "Land Improvement"-S.A. and the distribution of the patrimony are made under the conditions and in compliance with the procedure provided by law. + Article 37 Litigation (1) The letters of any kind arising between the National Society "Land Improvement"-S.A. and natural or legal persons, Romanian or foreign, are within the jurisdiction of the courts of common law. (2) Litigies born from the contractual relations between the National Society "Land Improvement"-S.A. and Romanian or foreign legal entities can also be solved by arbitration, according to the law. + Chapter XI Final provisions + Article 38 The National Society "Land Improvement"-S.A. will practice in relation to third parties prices and tariffs under the law. + Article 39 The status of the National Company "Land Improvement"-S.A. can be modified by decision of the general meeting of shareholders. + Article 40 The provisions of this Statute shall be supplemented Law no. 31/1990 on companies, republished, the Commercial Code and the other normative acts in trade matters. + Annex 2 SUCURSALES National Society "Land Improvement"-S.A. No. crt. Name Headquarters 1.Branch Alba Municipality Alba Iulia, Bd Revolution no. 60, Alba County 2.Branch Arad Municipality Arad, splaiul Mures nr. 6D, Arad County 3.Branch Arges Municipality Pitesti, Bd Republic no. 98, Arges County 4.Bacau Bacau Municipality, str. Alexei Tolstoy no. 69, Bacau County 5.Bihor Branch Oradea Municipality, str. Mihai Eminescu nr. 18, Bihor County 6.Bistrita-Nasaud Bistrita-Nasaud Municipality Bistrita, str. Zefirului nr. 1, Bistrita-Nasaud County 7.Branch Botosani Municipality Botosani, str. Mihail Kogălniceanu nr. 4, Botosani County 8.Branch Brasov Municipality Brasov, Str. Feldioara no. 6A, Brasov County 9.Braila Branch Braila Municipality, Str. Vapours no. 13A, Braila County 10.Branch Buzau Municipality of Buzau, str. Lieutenant-colonel. Gheorghe Iacob nr. 2, Buzau County 11.Branch Caras-Severin Municipality Resita, Str. Sport no. 4A, Caras-Severin County 12.Branch Calarasi Calarasi Municipality, Bucharest extension no. 2, Calarasi County 13.Branch Cluj Municipality Cluj-Napoca, Str. Sobers no. 36A, Cluj County 14.Constanta Branch Constanta Municipality, Str. Sburator no. 4, Constanța County 15.Branch Covasna Municipality of Sfântu Gheorghe, Str. Morii nr. 5, Covasna County 16.Branch Dambovita Commune Ulmi, Dambovita County 17.Branch Dolj Municipality of Craiova, Calea Dunării nr. 35, Dolj County 18.Branch Galati Municipality of Galati, Str. Science no. 97, Galati County 19.Branch Giurgiu Municipality Giurgiu, Sos. Slobozia no. 193, Giurgiu County 20.Branch Gorj Municipality Targu Jiu, bd Ecaterina Teodoroiu no. 99, Gorj County 21.Branch Harghita Municipality of Miercurea-Ciuc, str. Bolyai no. 11, Harghita County 22.Branch Hunedoara Municipality Deva, Str. Deposits no. 6, Hunedoara County 23.Branch Ialomita Municipality Slobozia, str. Cuza Voda nr. 5, Ialomita County 24.Branch Iasi Municipality Iasi, Str. Sararia nr. 16, Iasi County 25.Branch Maramures Municipality Baia Mare, Str. Margean no. 2, Maramureș County 26.Mehedinți Mehedinți Drobeta-Turnu Severin Carol I no. 1A, Mehedinți County 27.Branch Mures City of Sangeorgiu de Mures, str. River Morii no. 1.357, Mures County 28.Branch Neamt Municipality of Piatra-Neamt, TiHair Alley no. 8, Neamt County 29.Branch Olt Municipality Caracal, str. 1 December 1918 no. 5, Olt County 30.Branch Prahova Municipality of Ploiesti, str. Anton Pann no. 7, Prahova County 31.Branch Satu Mare Municipality Satu Mare, str. Mircea cel Batran nr. 81A, Satu Mare County 32.Branch Salaj Municipality Zalau, Str. Republic no. 77, Salaj County 33.Branch Sibiu Municipality Sibiu, Str. Bus stations no. 12, Sibiu County 34.Suceava Branch Suceava Municipality, Str. University no. 8, Suceava County 35.Branch Teleorman Commune Nanov, Teleorman County 36.Branch Timis Municipality Timisoara, str. Coriolan Brediceanu no. 8, Timis County 37.Branch Tulcea Municipality Tulcea, Str. Viticulture no. 10, Tulcea County 38.Branch Vaslui Municipality Vaslui, str. Spiru Haret nr. 5, Vaslui County 39.Branch Valcea Municipality of Ramnicu Valcea, str. 22 December no. 45, Valcea County 40.Branch Vrancea Municipality Focsani, Str. Braila no. 121 bis, Vrancea County 41.Branch Bucharest Bucharest Municipality, Sos. Oltenitei nr. 35-37, sector 4 + Annex 3 LIST containing the goods to be administered by National Society "Land Improvement"-S.A. 1. Irrigation works consisting of sockets, basic pumping stations, including reversible ones, repomping stations, channels and pipes for the adduction and distribution of irrigation water to pumping stations under pressure, dissecting works. with pumping and gravity consisting of main collector channels with related pumping stations, lower order dissecting channels, drains and drainage collectors, works to combat soil erosion, dams and defense levees against flooding at the Danube and on inland rivers. 2. Work in irrigation and rice furnishings, consisting of pressure pumping stations, inner irrigation networks consisting of pipes and channels, as well as mobile watering equipment are part of the private domain of the state. and will be managed by the National Society "Land Improvement"-S.A. until the transfer on request, without payment, according to the law, to the associations of water users for irrigation, as their establishment. The transfer of these goods from the administration of the National Society "Land Improvement"-S.A. to the property of the associations of water users for irrigation is made by pre-gift protocol endorsed by the Ministry of Agriculture, Food and Forests. 3. The production and administrative buildings, with the related land, facilities, equipment and means of transport in the private domain of the state shall be constituted in the share capital of the National Society "Land Improvement"-S.A., in the amount of 129.657 129.657 million lei. " This law was adopted by the Chamber of Deputies at the meeting of June 28, 2001, in compliance with the provisions of 74 74 para. (2) of the Romanian Constitution. ROOM PRESIDENT DEPUTIES VALER DORNEANU This law was adopted by the Senate at the meeting of June 28, 2001, in compliance with the provisions of art 74 74 para. (2) of the Romanian Constitution. SENATE PRESIDENT NICOLAE VACAROIU -------