Law No. 1 Of 21 February 2005 (Republished) Regarding The Organization And Operation *)

Original Language Title:  LEGE nr. 1 din 21 februarie 2005 (*republicată*) privind organizarea şi funcţionarea cooperaţiei*)

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LAW no. 1 of 21 February 2005 (republished)
on the organization and operation *)
Issued



PARLIAMENT Published


Official Gazette no. 368 of May 20, 2014
________

*) Republished under art. 248 of Law no. 187/2012 for the implementation of Law no. 286/2009 on the Criminal Code, published in the Official Gazette of Romania, Part I, no. 757 of 12 November 2012, as corrected in the Official Gazette of Romania, Part I, no. 117 of 1 March 2013, as amended, giving the texts a new numbering.
Law. 1/2005 was published in the Official Gazette of Romania, Part I, no. 172 of 28 February 2005 and further amended by:
- Government Emergency Ordinance no. 37/2011 amending and supplementing the Law on accounting no. 82/1991 for the amendment and other relevant normative acts, published in the Official Gazette of Romania, Part I, no. 285 of 22 April 2011, approved by Law no. 32/2012, published in the Official Gazette of Romania, Part I, no. 181 of 21 March 2012;
- Law no. 71/2011 for the implementation of Law no. 287/2009 on the Civil Code, published in the Official Gazette of Romania, Part I, no. 409 of 10 June 2011, with subsequent amendments;
- Law no. 76/2012 for the implementation of Law no. 134/2010 on the Code of Civil Procedure, published in the Official Gazette of Romania, Part I, no. 365 of 30 May 2012, as amended.



General Provisions Title I


Chapter I Scope


Article 1


This law regulates the general organization and operation of cooperatives.

Article 2


Cooperatives represent a specific sector of the economy operated by cooperatives and other forms of association of their territorial and national levels.

Article 3


Not subject to this law credit unions and central bodies of credit cooperatives, which are regulated by a special law.

Article 4

Grade 1
Cooperative societies can become one of the following forms:

A) handicraft cooperatives - association of individuals engaged in joint production activities, trading of goods, execution of works and services that contribute directly or indirectly to their members develop handicraft cooperative ;


B) consumer cooperatives - association of individuals engaged in common activities supply cooperative members and third-party products that they buy or manufacture and service rendering activities cooperatives to their members and third parties;


C) cooperative recovery - associations of individuals who are considered in order to capitalize on their own or acquired products through direct distribution or direct processing and distribution;


D) agricultural cooperative societies - associations of individuals who constitute the purpose of jointly exploiting agricultural land owned by the cooperative members, to conduct joint land improvement works, to jointly use the machines and plants and to harness agricultural products;


E) cooperative housing society - associations of individuals that is aiming to build, buy, preserve, renovate and manage cooperative housing for their members;


F) fishery cooperative society - associations of individuals that are established with the purpose of establishing fish farms and aquaculture, to produce, repair, maintain and purchase equipment, machinery, installations, fishing boats and to fishing, processing and distributing fish products;


G) transport cooperatives - association of individuals that are established with the aim of achieving transport activities and their related activities for cooperative members and for others, to improve the technical and economical transport activities carried out by members of cooperatives ;


H) forestry cooperative societies - associations of individuals that is aiming to set up, operate, regenerate and protect the forest owned by the cooperative members, taking into account the conditions of the forest regime;


I) other forms of cooperative societies, which will be in compliance with this law.


Article 5


Name "cooperative" and particle "coop" can not only be used by cooperative societies formed under this law.

Definitions Chapter II



Article 6



Purposes of this law, terms and expressions have the following meanings:

A) articles of association of the cooperative society - document format and status of the partnership agreement drawn up in accordance with this Law;


B) association of cooperative societies - non-profit legal entity established by cooperatives same shape or different shapes in order to represent the interests of associated members, under this law;


C) professional association - non-profit legal entity established by cooperatives in accordance with Government Ordinance no. 26/2000 on associations and foundations, approved with amendments by Law no. 246/2005, as further amended and supplemented, with the object of information, documentation and training of cooperative members, as well as promotional activities for its products and services;


D) Advisory Board of cooperatives - unincorporated body with an advisory role, constituted under the provisions of this law;


E) cooperative member - natural person who submits an application form and subscribe to the share capital contribution of cooperatives in the memorandum; legal persons participating in the creation of cooperative societies Grade 2 will be considered cooperative members within these companies;


F) founding member - natural person or legal entity signing the memorandum of cooperative society;


G) cooperative bonds - securities issued under the law of cooperatives, in material form, nominative and bear interest;


H) cooperative organizations - consumer cooperatives, cooperative handicraft, cooperative handicraft, cooperative handicraft stock, small craft cooperatives and their associations existing at the time of entry into force of this law;


I) divisible part - part of the cooperative comprising heritage value of the shares issued in exchange for the capital contribution of cooperative members and dividends cooperative members;


J) indivisible part - part of the cooperative heritage, accumulated over this activity, less the divisible, which may not be distributed or acquisition between cooperative members;


K) shares - divisions of capital, nominative, issued in material form, of equal value, indivisible, non-negotiable and non-interest bearing;


L) cooperative Grade 1 - legal entity formed by individuals and registered in accordance with this Law;


M) Grade 2 cooperative society - legal entity made up of Grade 1 cooperatives, mostly, and other natural or legal persons, in order to integrate horizontally or vertically economic activity performed by them, and registered under with this law;


N) union - non-profit legal entity, whether by a special law provides otherwise, constituted by the same form cooperatives and their associations, at the county level, of Bucharest and national level, in order to represent and promoting the economic, social and cultural needs of cooperative members and associate members, under this law.


Title II


cooperative societies
Chapter I Constitution


Cooperative Society
Article 7


(1) The cooperative is an autonomous association of individuals and / or legal, as appropriate, constituted according to the consent freely expressed by them in order to promote the economic, social and cultural needs of cooperative members, being jointly owned and democratically controlled by its members in accordance with cooperative principles.


(2) Cooperative Society is a private operator.


(3) cooperative principles in para. (1) are:


A) the principle of voluntary and open association, according to which cooperatives are voluntary organizations that is based on free will and are open to all persons able to use their services and are willing to assume the responsibilities of membership cooperator without any discrimination on grounds of nationality, ethnicity, religion, political affiliation, social origin or sex;



B) the principle of democratic control of cooperative members, according to which cooperatives are democratic organizations controlled by cooperative members who participate in setting policies and making decisions. Persons acting as elected representatives are accountable to the cooperative members. In Grade 1 cooperatives, members have equal voting rights, each having one vote regardless of the number of shares held;


C) the principle of economic participation of cooperative members, according to which members contribute fairly to the establishment of cooperative ownership of the company, exercising democratic control over it. At least part of this property is indivisible. Cooperative members normally receive a limited compensation in cash or kind, established on the basis of gross annual financial statement and profit and loss account in proportion to the share of equity investments. Cooperative members allocate the net profit of the cooperative amounts needed for the following purposes: developing the cooperative, rewarding cooperative members in relation to participation in the cooperative society or supporting other activities approved by the members of cooperatives;


D) the principle of autonomy and independence of cooperatives, according to which cooperatives are based on self-help and autonomous organizations controlled by their members. Entry into legal relations with other natural or legal persons, including government, often attracting funding from external sources is ensuring democratic control of cooperative members and maintaining the autonomy of cooperative societies;


E) principle of education, training and information cooperative members, cooperatives ensure that the education and training of their members, elected representatives, executives or employees so they can contribute effectively to the development of cooperative societies to which they belong. Cooperative societies inform the public, particularly young people and opinion leaders, about the nature and benefits of cooperatives;


F) the principle of cooperation among cooperatives, according to which cooperatives serve their members and strengthens the cooperative movement. Cooperatives work together within the structure of local, national, regional and international;


G) the principle of concern for community, under which cooperative societies act for sustainable development of communities they belong, through policies approved by their members.


(4) The principles stated in par. (3) does not have a normative character, being used in the interpretation and implementation of this law.


Article 8


(1) In order to achieve the purpose for which it was established, cooperative society can carry out any activities allowed by law.


(2) The activities of the cooperatives are subject to the authorization provided by specific legislation in force.


Article 9


(1) The share capital of the cooperative is variable and can not be less than 500 lei.


(2) The minimum share capital must be fully subscribed and paid after the establishment of the cooperative.


(3) cooperative capital of the company is divided into equal shares whose nominal value is determined by association, which may not be less than 10 lei.


Article 10


Participating Cumulative Grade 1 cooperatives in the capital of the company cooperative grade 2 can not be less than 67%.

Article 11


A cooperative member may own shares within the limits and under the terms of the memorandum, but may not exceed 20% of the share capital.

Article 12


Minimum number of cooperative members of a cooperative is established by statute, but not less than 5.

Article 13


(1) Cash contributions are mandatory establishment of cooperative societies.


(2) Contributions in kind are admitted to cooperative societies. Contributions in kind is made by transferring rights to appropriate and effective teaching cooperative society of goods in usable condition.


(3) The claims shall not constitute a contribution to the formation or capital increase.


(4) co-operative members receive shares in return for contributions subscribed.


Article 14



(1) Cooperative Society is established by contract and statute, which can be concluded as a single document called the Articles of Incorporation.


(2) Constitutive Act ends under private signature and signed by all founding members.


(3) of the Articles of Incorporation authentic form is required when among the goods subscribed as contribution to capital is a building.


(4) Any of the founders, directors or persons authorized by them shall request, within 15 days from the date of signing of association, registration in the trade register cooperative society in whose jurisdiction will be based cooperative society, in accordance with the laws in force in order to obtain unique registration certificate by terminating the delegate judge.


(5) If there are contributions in kind, the judge delegate shall, within 5 days after filing the application, one or more experts from the list of authorized experts. They will prepare a report describing and evaluating how each item will highlight the contribution and if the value corresponds to the number and value of shares granted in exchange, and other factors indicated by the judge-delegate. For movable goods we have considered the value of the invoice.


(6) The report shall be submitted within 15 days with the Trade Register and will be examined by the personal creditors of associates or others. At the request and expense of their children may be issued or part of the report.


(7) can not be called experts:


A) relatives up to the fourth degree or wives of those who were contributions in kind or of the founders;


B) persons receiving any form, for the functions they perform, other than to expert, salary or remuneration from the founders or those who were in-kind contributions.


(8) After checking that the conditions determined by this law delegated judge will decide by the end, the cooperative registration in the trade register and publication in the Official Gazette of Romania, Part VII, in accordance with Law No. . 359/2004 on simplifying the formalities for registration of the trade registry of individuals, family associations and legal entities, their fiscal registration and authorization of the legal persons, as amended and supplemented.


(9) Cooperative Society is a legal entity from the date of registration in the trade register.


Article 15


Founders can not be persons who, by law, are incapacitated or who have been convicted of crimes against property through disregard of confidence related to corruption, embezzlement, forgery of documents and tax evasion offenses under Law no. 656/2002 on preventing and sanctioning money laundering, and the establishment of measures to prevent and combat terrorism financing, republished, as amended, or for offenses under this law.

Article 16


(1) The articles of association of a cooperative must contain the following provisions:


A) name, identification number, location, date of birth, residence, citizenship cooperative members, individual; name, address, nationality and unique registration code of the member cooperative legal person;


B) the form and degree Cooperative Society;


C) the name of cooperative, accompanied by the words "cooperative" and, where applicable, the emblem;


D) the registered cooperative society;


E) the activity of the cooperative society, mentioning the field and main activity;


F) the share capital subscribed and paid, mentioning the contribution of each cooperative member, in cash or in kind, the value of the contribution in kind and how evaluation;


G) the number and nominal value of shares and the number of shares allocated to each cooperative member for his contribution;


H) the duration of the cooperative;


I) name, identification number, place and date of birth, residence and nationality of directors, individuals; name, address, nationality and unique registration code managers, legal persons;


J) name, identification number, place and date of birth, residence and nationality of the auditors;


K) the acquisition and loss of membership cooperator;



L) rights and obligations of cooperative members;


M) mode of convening the general meeting of cooperative members, its powers and conditions of validity of its decisions;


N) secondary offices - branches, agencies or other such units without legal personality, when once established cooperative society, or the way for subsequent, if it is considered such an establishment;


A) the alienation or transfer of the use of land or buildings owned by the cooperative society;


P) the dissolution and liquidation of the cooperative and the destination of the net assets.


(2) Cooperative societies are obliged to carry out activities under the memorandum exclusively with cooperative members, unless the articles of association provide otherwise.


Article 17


Cooperative Society based in Romania is Romanian legal entity.

Article 18


(1) Subsidiaries are cooperative with legal personality and shall be established under the conditions provided by law.


(2) Branches are unincorporated dismemberments of cooperative societies and recorded before beginning their work in the trade register in the county in which they operate.


(3) If a branch is set up in a village in the same district or in the same village with the founding cooperative society, it will matriculate at the same office in the Trade Register, but distinctly, as independent registration.


(4) The legal regime applies to any branch other secondary office, regardless of how it is called, which establishes cooperative society that assigns branch status.


(5) other secondary offices - agencies, representative offices or similar - indicates only the cooperative company registration with the Trade Register of the jurisdiction in which it has its principal.


(6) can not establish offices as the subsidiary.


Article 19


Cooperative societies can not reorganize or transform into companies under the Companies Act no. 31/1990, republished, as amended and supplemented, established according to Law no. 31/1990, republished, as amended and supplemented, or in family associations according to the legislation on the authorization of individuals and family associations doing business independently.

Article 20


Provisions of art. 46-59 and art. 60, 63 and 64 of Law no. 31/1990, republished, as amended and supplemented, shall apply accordingly to cooperative societies.



Chapter II Membership cooperator. Rights and obligations

Article 21


(1) cooperative member can be any person over the age of 16, and any legal entity which is included in Art. 6 letter e).


(2) The articles of association may provide that the cooperative members, natural or legal person, must reside or be based in the territorial competence of the cooperative society.


Article 22


(1) The application for entry in a cooperative society must include at least:


A) name, identification number, location, date of birth, residence and nationality of the member cooperative, individual; name, address, nationality and unique registration code of the member cooperative legal person;


B) the number and total amount of shares it wishes to subscribe;


C) the amount subscribed contribution in cooperative society;


D) mention that he is aware of the provisions of the constitution of the cooperative;


E) the filing date and signature.


(2) The articles of association may provide that the application form and other data to be included.


Article 23


(1) The application for registration shall be settled at the first general meeting of cooperative members met after the date of filing.


(2) The decision of general meeting resolves that the application shall notify the applicant by registered letter with acknowledgment of receipt within 10 days from the date the claim was resolved.


Article 24



(1) The date of commencement of cooperative society, each cooperative member must pay a minimum of 30% of the subscribed shares. The difference is paid by cooperative members within 12 months from the date of commencement of cooperative society.


(2) Until the full payment of the amount corresponding to the shares, dividends cooperative members will withhold the payments due account.


Article 25


(1) Cooperative Society obligations are secured by its assets.


(2) co-operative members are held within the cooperative's obligations subscribed contribution of each.


Article 26


(1) The cooperative member ceases any of the following situations:


A) withdrawal from the cooperative society cooperative members;


B) the exclusion of cooperative members Cooperative Society;


C) death of the member cooperative, individual or termination under the law, legal activity cooperative members;


D) termination under the law, the quality of the legal entity of the cooperative, under the terms of this law and the articles of association of the cooperative.


(2) The articles of incorporation may provide a term cooperative where cooperative members can not withdraw from the cooperative society, which may not be longer than 3 years.


Article 27


Notification withdrawing operative members of cooperative society is submitted to the president of the cooperative, which has the obligation to inform first board meeting and general meeting.

Article 28


(1) may be excluded from cooperative members Cooperative Society in the following cases:


A) have not paid the difference in value of the subscribed shares within the period prescribed by this law, after being placed in default by registered letter with acknowledgment of receipt;


B) no longer fulfill the conditions of the memorandum or the present law to be members of the cooperative society;


C) become cooperative members competing in cooperative or competitive activities on its own account or the account of another person.


(2) The decision to exclude is taken by the general meeting and shall be communicated within 15 days of cooperative members by registered letter with acknowledgment of receipt.


Article 29


In case of death, membership cooperative ceases the day of death and economic rights of the successor shall be determined based on the financial year ended at the end of the financial year in which the death occurred.

Article 30


(1) Upon termination of membership cooperator it or, where appropriate, his successors are entitled to payment of the value of shares and dividends due according to the annual financial statement completed by the end of the financial year which intervened in the case of termination .


(2) The articles of association must stipulate the period within which cooperative society is obliged to pay, which may not be longer than 2 years after the birth of the right.


Article 31


Cooperative members have the following rights:

A) to attend general meetings, to exercise their right to vote in the adoption of decisions and propose measures for improving the work of the cooperative;


B) to elect and be elected to the governing bodies of the cooperative;


C) to benefit from the facilities and services offered by the cooperative society;


D) receive dividends from annual profits in proportion to the share capital;


E) to request and receive from the directors information on financial and economic activity of the cooperative;


F) to consult the register of minutes of general meetings;


G) request convening extraordinary general meeting of cooperative members, according to the memorandum and articles of this law;


H) to apply for inclusion on the agenda of the general meeting of cooperative members to new problems;


I) appeal court rulings general meeting of cooperative members in terms of this law;


J) to withdraw from the cooperative society under the terms of the memorandum and articles of this law;


K) to exercise any other rights provided by the constitutive act of the cooperative and the present law.


Article 32


Cooperative members have the following obligations:


A) to pay the amount subscribed contribution limits set in the cooperative society;


B) to carry out the decisions of the General Assembly and other bodies of the cooperative society;


C) not be both cooperative members in cooperatives competing and not exercising the same trade or another competitor on its own account or the account of another person;


D) comply with the values ​​and principles of the cooperative movement;


E) comply with the constitution of the cooperative.


Article 33


(1) Between Cooperative Society and member cooperative relationships may exist following categories:


A) property, resulting in the obligation to submit the member cooperative shares and / or contributions in kind;


B) work, where cooperative members and associates working capital under individual employment contract or individual employment agreement, as applicable, completed / terminated the cooperative society whose membership is;


C) cooperative commercial supplies of goods and services made by the member cooperative to cooperative society as an independent economic operator.


(2) Income from independent activities is taxed based on tax regulations established for income tax.


(3) For cooperatives, employment relationships of cooperative members can be regulated by a special law.


Chapter III


Organization Cooperative Society
Section 1


General Assembly
Article 34


(1) The General Assembly is made up of all cooperative members.


(2) General meetings are ordinary and extraordinary.


(3) The General Assembly is convened by the Board of Directors or the sole manager, as appropriate.


(4) The convocation is done either by registered letter with acknowledgment of receipt or by signing cooperative member and convener of each publication at least 15 days before the general meeting in one of the newspapers prevalent in the town where the registered cooperative society or from the nearest village.


(5) The date of the meeting in no case be less than 15 days from the publication of the convocation.


(6) The convocation will include location, date and time of the general assembly and the agenda, expressly mentioning all matters that will be subject to debate congregation.


(7) When the agenda includes proposals to amend the articles of incorporation, the notice shall include the full text of the proposals.


Article 35


(1) Board of Directors or the sole manager, as appropriate, be obliged to convene a general meeting if at least one tenth of the total number of cooperative members, statutory auditors or if it finds that, following losses net assets, calculated as the difference between total assets and total liabilities cooperative society, representing more than half of the share capital or the number of cooperative members has been reduced below the legal minimum.


(2) The general meeting shall be held within 30 days of the application or the date of discovery of the loss or reduction in the number of cooperative members below the legal minimum.


(3) If the board of directors or the sole manager, if applicable, shall convene the General Assembly, upon notification by any of cooperative members who demanded convening competent court in whose jurisdiction has its registered cooperative society with summoning the parties, may order the convening of cooperative members nominated person will preside.


Article 36


(1) In the first convening ordinary general meeting is a quorum of half plus one of the members of the cooperative and may take valid decisions by a majority of cooperative members present and Extraordinary General Meeting is legally constituted in the presence of three quarters of the members of the cooperative and may take valid decisions by a majority of cooperative members present.


(2) If not met the requirements of paragraph. (1) Ordinary General Meeting which will meet at a second meeting may deliberate on issues on the agenda, provided that they present at least one third of the cooperative members, and may take valid decisions by a majority of cooperative members present.



(3) If the conditions are not provided in par. (1) extraordinary general assembly which will meet at a second meeting may deliberate on issues on the agenda, provided that they present at least half of the members of the cooperative, and can take valid decisions by a majority of cooperative members present .


(4) If the conditions are not provided in par. (2) or (3) the Ordinary General Meeting or extraordinary will reconvene until the conditions set out in the two paragraphs as appropriate.


Article 37


The cooperative society Tier 1 each cooperative member is entitled to one vote, whatever the number of shares he owns.

Article 38


The cooperatives Grade 2 each cooperative member is entitled to one vote, whatever the number of shares they hold, unless the articles of association requires each cooperative member is entitled to vote multiple limited proportion with its participation in the share capital of the cooperative.

Article 39


(1) A cooperative member may be represented at general meetings only by another cooperative member, in accordance with the articles of association.


(2) In cooperatives with more than 200 cooperative members, the articles of association may stipulate that cooperative members to be represented in the General Assembly, based on rule of representation by other cooperative members appointed in this sense.


(3) The mandate is not transferable.


Article 40


(1) Ordinary General Assembly meets at least once a year, within 4 months of the financial year.


(2) The ordinary general meeting has the following powers:


A) to discuss, approve or modify the annual accounts, after hearing the report of the directors, auditors or financial auditors as appropriate, and fix the amount of dividends;


B) to elect the president Cooperative Society;


C) to elect directors and auditors;


D) establish the remuneration due to the directors and auditors for the current year;


E) to rule on administrative activity;


F) establish the income and expenses and, where appropriate, the work program for the next financial year;


G) decide to entrust management of a Cooperative Society executive director and establish performance criteria for the management contract;


H) approve the entry of new members of cooperatives;


I) to approve the exclusion of cooperative members;


J) approve the constitution and statutory or contractual use of the reserve and other reserves.


Article 41


Extraordinary General Meeting convenes whenever necessary to take a decision on:

A) increasing the nominal value of the shares;


B) changing the shape of the cooperative;


C) change of registered cooperative society;


D) capital increase;


E) reduction of share capital;


F) merger with other cooperatives or cooperative division of society;


G) establishment or closing one or more units of the cooperative;


H) mortgaging, pledging, as appropriate, transfer or disposal of property and equipment in use belonging to the cooperative;


I) anticipated dissolution of the cooperative;


J) contracts of association between Cooperative Society and other legal entities or individuals or cooperative society participation in the equity of other legal entities;


K) Debenture cooperative;


L) approve the entry of new members of cooperatives;


M) any other amendment to the articles of incorporation or of any judgment requiring the approval of the extraordinary general meeting.


Article 42


(1) General Assembly decisions are taken by open vote, unless the articles of association provide otherwise.


(2) The secret vote is compulsory for electing the President of the cooperative, the board of directors or the sole director, as appropriate and auditors for their revocation and for taking decisions regarding the liability of administrators.


(3) The directors may not vote based on shares they own, either personally or by proxy, the discharge or a problem that the person or their administration.



Article 43


General meeting of cooperative members Decisions taken in accordance with the provisions of the memorandum and articles of this law are binding on all members of cooperatives, including cooperative members who did not attend the meeting or voted against.

Article 44


(1) To be binding on third parties, general meeting decisions shall be submitted within 15 days from the date of adoption, the Trade Register Office to be listed in the Trade Register and published in the Official Gazette of Romania, Part VII a. If these decisions involve amendment of the articles of incorporation, can only publish the addendum containing the full text of the amended clauses.


(2) The decisions of the general meeting can not be enforced prior to carry out these formalities.


(3) General Assembly decisions contrary to the provisions of this law and the articles of association may be challenged in court within 15 days from the date of mention in the trade register any of cooperative members who took part in the general assembly and voted against or did not participate in the general meeting.


(4) If the judgment is contested by all administrators, cooperative society will be represented in court by the person appointed by the court president of the cooperative members, who will fulfill the mandate that was assigned until the general meeting convened for that purpose will choose another person.


(5) The application for annulment is introduced to the commercial division of the tribunal whose jurisdiction it has its registered cooperative society.


(6) Were introduced several actions for annulment of that judgment, they can be joined.


(7) until final judgment shall be mentioned in the Trade Register and published in the Official Gazette of Romania, Part VII. On publication, the judgment is enforceable against all cooperative members.


Section 2


Board
Article 45


(1) The administration and management of the cooperative are provided by the sole manager or the board of directors, composed of an odd number of members, elected by secret ballot for a period of four years, determine the constitutive act, according to complexity of the cooperative and the number of cooperative members.


(2) The first directors are appointed by the constitutive act of the founder members.


(3) The number of board members can not be more than 11.


(4) Appointment and replacement of directors are made exclusively by the General Assembly.


(5) Board of Directors or, if applicable, the sole director and fulfillment ensure compliance with the law and the articles of association and the decisions of the General Assembly.


(6) Board members or the sole manager, as appropriate, begin work only after they signed the management contract are set out performance criteria approved by the General Assembly.


(7) For the work, board members or the sole director, as applicable, are paid fixed wages established by the General Assembly, besides the rights deriving from membership cooperator.


Article 46


(1) cooperative society may be administrators only persons cooperative membership and fulfill the requirements of Art. 15. If other people were chosen, they are disqualification.


(2) The forfeiture is made by the general meeting and the decision shall be communicated to the Trade Register Office to carry out the necessary particulars.


(3) husband, wife, relatives and in-laws and administrators, to the third degree, can not be members of the same board of directors and can not have an Executive Director in the company of those cooperative.


Article 47


(1) Board members can not be members, shareholders, directors, executives or auditors in companies regulated by Law no. 31/1990, republished, as amended and supplemented, that same activity at the Cooperative Society.


(2) Failure to comply with the prohibition laid down in para. (1) entails the dismissal of a member of the board and, depending on the seriousness of the offense, it may lead to exclusion from the cooperative society and liability for damage caused.


Article 48



(1) Managers are required to submit, within 30 days of their choice, a monetary guarantee can not be less than the amount of ten shares.


(2) For failure to submit the guarantee within the deadline provided in par. (1) The Administrator shall be removed from office.


(3) The guarantee remains cooperative society account and can only be restored after release from office manager, but no earlier than the date of the General Meeting approved the annual accounts of the last financial year the administrator has been in office and gave downloading.


Article 49


Administrators signatures must be submitted to the Trade Registry Office, together with the certificate issued by auditors, the resulting deposit guarantee.

Article 50


(1) Administrators can perform all operations required for the fulfillment of the objects of a cooperative society in addition to the restrictions indicated in the memorandum.


(2) managers are required to attend all general meetings of the cooperative, meetings of boards and governing bodies of similar.


Article 51


(1) Managers who are entitled to represent the cooperative society does not transmit it unless this faculty has been granted expressly.


(2) In case of violation par. (1) cooperative society can claim the benefits of the substituted operation.


(3) The administrator who, without right, substitute its responsibilities with this other person for any damages Cooperative Society.


Article 52


(1) The Management Board shall be convened by its chairman once a month or whenever necessary.


(2) The Board shall deliberate true presence of two thirds of its members, and the decision is taken by simple majority vote of the members present.


(3) The powers of board members or the sole director, as appropriate, election procedure and revoke them, and decision-making procedure shall be established by the memorandum.


Article 53


(1) The responsibility of board members for the acts or omissions and does not extend to members who have made note in the register Board meetings, and notified of their opposition in writing about the auditors.


(2) For decisions taken in meetings in which a member of the board of directors did not attend, it responds if, within one month when he learned of this, not written notified of the auditors.


Article 54


Board of Directors or the sole manager, as appropriate, be required to maintain books and records under the laws in force and the articles of association.

Section 3
a

Cooperative Society President
Article 55


(1) The President of the cooperative is as chairman of the board or the sole manager, as appropriate.


(2) Cooperative Society President directing the current activities of the cooperative society, fulfilling the decisions of the general meeting and decisions of the Board.


(3) Cooperative Society president is chosen from those cooperative members who have management skills and experience.


(4) The president of the cooperative is cooperative society in relation to third parties within the powers established by the management contract and articles of association.




Section 4 of Executive Director

Article 56


(1) The cooperative society, with the approval of the general meeting of cooperative members, may be entrusted to an Executive Director, under a management contract are set out performance criteria; Executive Director may not be cooperative member.


(2) The Executive Director is appointed by the Board of Directors following a competition, as provided in the memorandum.


(3) Administrators can not have an Executive Director.


Section 5
a

auditors
Article 57


(1) The general meeting of cooperative members of the cooperative society chooses three auditors and as many alternates if the constitutive act does not provide a higher number. In all cases the auditors must be an odd number.



(2) If the cooperative society has up to 50 members of the cooperative, the General Meeting only choose an auditor and an alternate.


(3) The auditors are elected by the general meeting for a term of three financial years.


(4) Under the law, at least one auditor must be a chartered accountant or chartered accountant.


(5) The mandate of the auditors shall take effect from their election by the General Assembly. They will continue to fulfill its mandate until the new auditors will be elected, even if completed period for which they were elected.


(6) can not be auditors, and if elected they are deprived of their mandate, people on the board of directors, spouse, relatives and in-laws up to the third degree, and the people you a manager is banned under this law.


(7) The auditors are required to submit, within 30 days of their choice, half of security required for administrators. They are exempt from this obligation censors auditors or accountants, if they prove conclusion of professional indemnity insurance.


(8) For the work, the auditors are paid fixed wages fixed by the general meeting of cooperative members.


(9) The financial statements of cooperatives, falling under accounting regulations harmonized with EU directives and international accounting standards will be audited by financial auditors, natural or legal persons under the law.


(10) cooperative companies whose annual financial statements are subject by law to audit internal financial audit will be organized according to the rules developed by the Chamber of Financial Auditors of Romania for this purpose.


(11) The cooperative societies whose annual financial statements are not subject by law to audit financial ordinary general meeting of cooperative members will determine contracting financial audit and the appointment of auditors as appropriate.


Article 58


(1) auditors are obliged to supervise the management of the cooperative, to verify legal annual financial statements are prepared in accordance with the books if the latter are regularly prepared and if assets are made according to the rules for the financial statements annual.


(2) auditors are obliged to draw up a detailed report on the annual financial statement and distribution of profits and losses, to be submitted to the General Assembly.


(3) The General Assembly approves the accounts only if it is accompanied by the censors.


(4) The auditors are obliged to inform the board of directors or the sole director, as applicable, in writing, within 15 days of becoming aware of any irregularities in the management of cooperative society and any violations of the laws and articles of association that we found.


(5) If the auditors find that after some losses, net assets, calculated as the difference between total assets and total liabilities Cooperative Society, representing more than half of the share capital or finds fewer cooperative members under number statutory minimum are required to convene extraordinary general meeting, when the board of directors or the sole director, as applicable, do not comply with the period prescribed by law.


(6) The auditors must provide the cooperative members or third party data operations controlled cooperative society, only in the general assembly meetings.


The shares


Chapter IV
Article 59


(1) The shares are issued in material form, on paper and must include:


A) name, headquarters and duration Cooperative Society;


B) the date of incorporation and unique registration code;


C) the nominal value of the shareholding and register the serial number of the shares;


D) the name, place and date of birth, residence, citizenship and personal number of cooperative members, individual; name, address, nationality and unique registration code of cooperative members, legal entity, the cooperative societies of grade 2;


E) signatures of at least two members of the board of directors or sole administrator as appropriate.


(2) The shares may only be submitted cooperative members of the same cooperative at face value.



(3) The shares shall not be the object of pledge and are not negotiable.


(4) The shares shall not bear interest.


(5) The shares can not be used to pay personal debts of cooperative members to the cooperative society or third parties.


Article 60


(1) If one share is owned by several persons, cooperative society is not obliged to register the transfer as long as those people did not elect a single representative to exercise the rights resulting from the social side.


(2) The amounts representing the value of the shares owed to the cooperative members who retired and joined another cooperative society can be transferred at the request of the member cooperative with the agreement of cooperative societies.


Article 61


Record cooperative members and the shares is held by Cooperative Society in a special register.

Chapter V


cooperative bonds
Article 62


(1) The cooperative may, under the law, registered cooperative bonds for an amount not exceeding 33% of the share capital subscribed and paid according to the latest annual financial statements approved by the General Assembly.


(2) of the same issue bonds cooperative must have equal nominal value and are issued in material form, on paper.


Article 63


(1) cooperative bonds are repaid at maturity by issuing cooperative society.


(2) The interest rate bonds granted annual cooperative cooperative society is determined by the issuing prospectus and subscription may not exceed by more than 10% of the reference interest rate of the National Bank of Romania.




Chapter VI Legal regime of property owned cooperative society

Article 64


(1) Property Cooperative Society is private.


(2) Heritage Cooperative Society consists of the divisible and indivisible part.


Article 65


(1) Any sale or transfer of the use of tangible assets that are owned by cooperatives, can only pay with the approval of the general meeting.


(2) The articles of association of cooperative members may be granted a right of first refusal or preferably equal to offers to purchase or taking into use of buildings or land. In this situation the articles of association must provide the term for exercising the right of first refusal or preference.


Article 66


From the gross profit of cooperatives is taken every year at least 5% to constitute legal reserve until it reaches at least one fifth of the share capital. If the legal reserve after incorporation, decreased for any reason, it will be completed properly.

Article 67


The articles of association may provide ways of formation and use of statutory or contractual reserves and other reserves.



Chapter VII Cooperative Society Registers and the annual

Article 68


(1) In addition to records provided by law, cooperative society must create and maintain:


A) register of members of cooperatives;


B) records of meetings overall cooperative members;


C) register Board meetings;


D) register the findings of auditors in the performance of their duties;


E) record contributions in kind in the capital of the cooperative;


F) register the shares;


G) the register of cooperative bonds.


(2) records shall be numbered, sealed and signed by the president of the cooperative.


(3) Register cooperative members, the register of shares and bonds cooperative register can take manual or computerized system.


Article 69


(1) Board of Directors or the sole manager, as appropriate, auditors must submit at least one month before the date set for the General Meeting, the financial situation the previous year, accompanied by their report and supporting documents.



(2) together with the annual management report, the auditors or auditors, as appropriate, including the manner of the performance indicators and criteria of the management contract, will remain filed at the headquarters and at the Cooperative Society branches in the 15 days preceding the general meeting, to be consulted by cooperative members.


(3) The members of the cooperative may require the expense Cooperative Society, copies of the annual report and the board of directors and auditors of the General Assembly.


Article 70


(1) Managers are obliged, within 15 days from the date of approval by the general meeting, to submit a copy of the annual regional directorates of public finance, respectively Bucharest, attaching their report, auditors' report and the minutes of the meeting.


(2) A copy of the annual financial statements endorsed by the regional directorates of public finance, and Bucharest, with the acts referred to in the preceding paragraph shall be deposited with the Trade Register.


Article 71


The annual financial statements are prepared in compliance with the legislation in force.

Article 72


Decisions adopted by the general meeting of cooperative members, approving the annual accounts must be submitted within 15 days at the trade register, to be listed in the Trade Register and published in the Official Gazette of Romania, Part VII a.

Chapter VIII


reduction or capital increase
Article 73


(1) The share capital may be reduced by decision of the general meeting of cooperative members which must include the reason for the reduction.


(2) Reduction of share capital is achieved by:


A) decreasing the number of shares;


B) decreasing the nominal value of the shares;


C) acquisition of own shares by cooperative society, followed by their cancellation.


Article 74


(1) Reduction of share capital of the Cooperative Society can only be made after 30 days from the posting of the decision general meeting of cooperative members in the cooperative headquarters.


(2) If the capital reduction is greater than 10%, it is displayed at the company stated in cooperatives and cooperative societies register for registration with the trade registry.


Article 75


(1) The share capital may be increased through the contribution of new shares or exchange for new contributions in cash and / or kind.


(2) The shares offered for share capital increase will be subscribed under the terms of the memorandum.


(3) favorable differences from revaluation of assets will be included in reserves without increasing the share capital.


(4) The decision of the general meeting to increase the share capital shall be published in the Official Gazette of Romania, Part VII, unless the increase is greater than 10%.




Chapter IX merger, division and dissolution of the cooperative

Article 76


(1) The merger is accomplished by absorbing a cooperative of another cooperative society or by merging two or more cooperatives to form a new cooperative society.


(2) The division is made by dividing the total assets of the entire cooperative society which ceases to exist between two or more existing cooperative societies or take such being.


(3) partial division, the cooperative society does not cease to exist if a part of her heritage detach and form one or more cooperative.


(4) merger or division may be made between different forms of cooperatives, provided dissolution without liquidation, as appropriate.


Article 77


(1) merger or division be decided by the general meeting of cooperative members.


(2) merger or division of the total is made by dissolving without liquidation of the cooperative society that ceases to exist and the universal transfer of its assets to the beneficiary cooperative society or cooperative societies in the state that is the date of the merger or division in return for the award of shares by the members of the cooperative society these cooperatives cease to exist.


Article 78



(1) Managers of cooperative societies involved in the merger or, where appropriate, administrators divided Cooperative Society will draft the merger or division, which will include:


A) the type, name and registered cooperative societies participating in the operation;


B) Base and conditions of the merger or division;


C) assessment and evaluation of assets and liabilities that are transmitted benefiting cooperative societies;


D) the exchange ratio of the shares;


E) how to teach the cooperative society shares held subject to merger or division;


F) Amount of the merger or division;


G) granting rights of bondholders cooperative and other special rights;


H) merger date financial situation or the financial situation of division, time will be the same for all participating cooperatives;


I) any other data of interest for the operation.


(2) The merger or division, signed by representatives of the participating cooperatives, shall be deposited with the commercial registry where every registered cooperative society, together with the declaration on how to pay off debts cooperative society that ceases to exist the merger or the division.


(3) The merger or division, endorsed by the judge-delegate, shall be published in the Official Gazette of Romania, Part VII, at the expense of parties, in whole or in extracted, according to the judge's delegate or parties demand at least 30 days before the general meeting of cooperative members.


(4) Any creditor of the cooperative merging or divides, having a claim before the announcement of the merger or division, can object to the delegated judge within 30 days after publication of the draft merger or division. The opposition suspends the execution of the merger or division until the date on which the judgment became final, unless the debtor proves cooperative society or debt payment guarantees accepted by creditors or agrees with them an arrangement to pay debts.


Article 79


In general meeting to approve the merger or, where appropriate, divide, should provide cooperative members at the registered office of the cooperative, the following documents:

A) the merger or division;


B) report by the administrators each cooperative societies concerned about the Convention and the effects of the merger or division designed;


C) the financial situation of the financial situation of merger or division;


D) the auditors' report.


Article 80


(1) instruments of incorporation of the newly established cooperatives through merger or division be approved by the general meeting of the company or cooperative societies which ceases to exist.


(2) of the Act modifying the constitutive act cooperative society registered in the trade register absorbent in whose constituency has its registered cooperative society and endorsed by the judge-delegate, shall be transmitted ex officio to the Official Gazette of Romania, Part VII for publication at the expense of the cooperative.


(3) Advertising absorbed cooperative societies may be performed by acquiring cooperative society, where those cooperatives have not made it, within 15 days from the approval of the judge delegated to act modifying the act incorporation of absorbent cooperative society.


(4) merger or split takes place on the following dates:


A) to the formation of one or more cooperatives, the date of registration in the trade register;


B) in other cases, the date of registration in the trade register of the mention of the share capital increase of the acquiring cooperative society.


Article 81


(1) Where a merger by acquisition, the acquiring cooperative society acquires the rights and obligations of the cooperative is bound by that absorbed and where the merger, rights and obligations cease to exist cooperative societies which pass on the new cooperative thus established.



(2) The cooperative companies that acquire assets as a result of the division responsible for the company's obligations to creditors and cooperatives that ceased to exist by division in proportion to the assets acquired, except where the act of dividing settled other proportions.


(3) If you can not establish cooperative society liable for an obligation, cooperatives who acquired property by division are jointly liable.


Article 82


(1) The cooperative is dissolved by:


A) the deadline for which was, if not decided to continue the work of the General Assembly;


B) the impossibility of conducting its business or its implementation;


C) the decision of the General Assembly;


D) failure of the cooperative;


E) decrease in the number of cooperative members below the legal minimum;


F) reduce capital below the legal minimum;


G) other causes provided by law or the articles of association of the cooperative.


(2) Where a cooperative society at the end of a financial year, the imputable losses in excess capital and reserves stipulated by this law and the memorandum and if the General Assembly decided not reunification capital through new contributions, cooperative society shall be dissolved.


(3) Losses attributable finding censors made aware cooperative members and recovered by law from persons who are guilty of the damage.


(4) Para. (1) e) and f) shall not apply where, within 9 months from the date of discovery decreasing number of cooperative members or reduce capital below the legal minimum, cooperative society complements the number of cooperative members or reîntregeşte capital to the legal minimum.


Article 83


Dissolution of the cooperative shall be communicated within 15 days of the board of directors or the sole director, as appropriate, Trade Registry in order for listing in the commercial register and publication in the Official Gazette of Romania, Part VII.

Article 84


(1) The dissolution of the cooperative brings up the liquidation.


(2) The dissolution without liquidation occurs in case of merger or division of the total cooperative society or as otherwise required by law.


Chapter X


cooperative society Liquidation
Article 85


(1) The liquidation of the cooperative is authorized under the law by the liquidators appointed by the general meeting or by court order.


(2) The instrument appointing liquidators and any other act that would bring changes in their person must be submitted by the liquidator, the commercial register, to be recorded and published in the Official Gazette of Romania, Part VII -a.


(3) Liquidators comes into operation only after submitting their signature to register.


(4) All documents emanating from the cooperative society shall be labeled that is in liquidation.


Article 86


The liquidators are obliged, within 30 days of the entry into service with the trustees, to take stock of movable and immovable property and to enter the financial statement outlining the exact status of assets and liabilities of the cooperative and to sign .

Article 87


(1) Liquidators cooperative members can not pay any amount to the account of the shares that they ought liquidation before debt settlement creditors Cooperative Society.


(2) The assets remaining after payment of amounts owed to creditors Cooperative Society and part divisible by cooperative members shall be submitted to the decision of the general meeting of cooperative members, to another cooperative society, according to the association. Unless the General Assembly decision, remaining asset is awarded by the competent court of the same form a cooperative, the town in which the company's headquarters or the nearest village, the final judgment *).



_________ *) According to art. 8 in conjunction with art. 81 of Law no. 76/2012 for the implementation of the Code of Civil Procedure, as amended, the entry into force of the Civil Procedure Code, references in normative acts in judgment "irrevocable" will be understood as references to judgment " final ".


Article 88


Liquidation are applicable to cooperative societies and the provisions of art. 253-255 and art. 257-260 of Law. 31/1990, republished, as amended and supplemented.



Title III associations, unions county and national unions

Article 89


(1) Cooperative societies can associate freely and voluntarily, based on decisions of general meetings of their associations and unions created with the purpose of ensuring the representation of cooperative societies associated interests in dealings with public authority State other natural or legal persons, public or private, international organizations and international associations equivalent, and to support and promote cooperative principles, under this law.


(2) To form associations or unions, cooperatives pooling and no right to refund a consideration in cash and / or kind and managerial experience working on the realization of the aim and objectives.


(3) The association may consist of two or more cooperatives same shape or different shapes.


(4) Union County may consist of cooperative societies and / or associations of cooperatives same shape, having their head office in the administrative division of the county, according to this law.


(5) National Union may consist of cooperative societies, associations and unions of cooperatives same form, under this law.


(6) associations and the respective acquire legal personality by registration in the Register of associations and foundations open to graft court in whose territorial jurisdiction they are located.


Article 90


(1) In order to acquire legal personality, associations concluded association statutes or union, in authentic form, under penalty of nullity.


(2) The articles of association contain the following:


A) identification members, respectively name and headquarters;


B) expressing the will of association, the purpose and goals;


C) the name and address of the association / union;


D) the duration of the association / union, the definite or indefinite period;


E) patrimony of the association / union;


F) patrimonial assets consist of contributions in cash and / or kind of associates;


G) nominal composition of the first governing bodies, management and control of the association / union;


H) associate member empowered to carry out the procedure for acquiring legal personality;


I) signature associates.


(3) status include:


A) the particulars provided in par. (2), except those referred to in subparagraph g) and h);


B) the explicit purpose and objectives of the association / union;


C) the acquisition or loss of quality associated;


D) the rights and obligations of associates;


E) categories of patrimonial resources of the association / union;


F) the powers of the management, administration and control of the association / union;


G) the destination of assets on dissolution / Union with respect to art. 101.


(4) On the authentication and bylaws / union will present the evidence issued by the Ministry of Justice on the availability of the name association / union.


Article 91


(1) associate member, empowered under Art. 90 para. (2) h) A request to register the association / union in the register of associations and foundations with the clerks of the court in whose territorial constituency is to have its headquarters.


(2) The request for registration shall be accompanied by the following documents:


A) articles of association;


B) bylaws / union;


C) documents for the headquarters and initial patrimony;


D) approval of Department for Small and Medium Business Environment and Tourism **) status for compliance with this law or the special law, if any.

________

**) See Government Decision no. 430/2013 on the organization and functioning of the Department for Small and Medium Business Environment and Tourism, published in the Official Gazette of Romania, Part I, no. 420 of 10 July 2013, as amended.

(3) Association / Union becomes a legal entity when registered in the Register of Associations and Foundations.



(4) Within 3 days of submitting the registration application and documents referred to in para. (2) the judge appointed by the presiding judge checks their legality and order, upon, registration of the association or union in the register of associations and foundations.


(5) Once registration is complete, the conclusion that ordered the registration is communicated from office, local financial body in whose jurisdiction the registered association or union, for tax registration, registration number given the Registry of associations and foundations.


(6) Where the legal requirements for the establishment of the association or union are not met, the judge, the deadline set by par. (4) he will quote in the council chamber representative association or the union, putting them in mind in writing to rectify the irregularity until next term that will not exceed one week.


(7) If irregularities found concerning the provisions of art. 40 para. (2) of the Constitution, republished, for the period specified will be quoted and prosecutor attached to the court hearing, which will be provided copies of the application form together with the statutes of the association or union. In this case, the conclusions of the prosecutor is required.


(8) Where, at the time appointed, the irregularities are removed, the judge, listening and prosecutor's conclusions, if any, will take note of this by concluding, ordering registration of the association or union in the Register of Associations and Foundations .


(9) If the irregularities have not been removed or, though summoned, representative of the association or union unjustifiably missing, the judge will reject the application for registration by a reasoned.


(10) The conclusions set out in this Article shall decide within 24 hours of the conclusion of discussions and will be written within 48 hours of delivery.


(11) The decisions to accept or reject the application for registration are only subject to appeal.


(12) If the prosecutor did not participate in solving the request, prosecutor's office of the court seised is to be informed and copies of the memorandum and the bylaws that union, together with the decision to accept or rejecting the application for registration, if applicable.


(13) The deadline for appeal is 5 days and begins on the date of delivery for those who were present, and the date of communication for those who were absent.


(14) The appeal is solved by summoning the parties in the council chamber, emergency and priority. The provisions of par. (10) on rendered and written ruling shall apply accordingly.


(15) registration in the register of associations and foundations shall be made on the day of admission becomes final conclusion, releasing at the request proxy that a certificate of registration, which will include: name of association / union, its location, duration operation, number and date of entry in the register.


(16) legal relations with third parties, proof of association / union is the certificate of registration in the Register of associations and foundations.


Article 92


If the association / union, by virtue of its purpose or goals are to perform duties for which, by law, are required prior authorization, these activities will be initiated, under penalty of dissolution by court decision only after obtaining authorization concerned.

Article 93


(1) The bodies of the association / union are:


A) general assembly;


B) Steering Committee;


C) the censor or, where applicable, the auditing commission.


(2) the national union bodies:


A) Congress;


B) national council;


C) auditing committee.


(3) Regulation on the organization and functioning of the Congress and the national council shall be determined by Congress.


Article 94


(1) The general assembly of the association / union is the governing body composed of all members.


(2) of the General Assembly are:


A) establishing the strategy and general objectives;


B) approve the income and expenditure and annual financial statements;


C) election and removal of the members of the Steering Committee, the censor or, where applicable, the members of the censors;


D) establishment of subsidiaries;


E) amend the memorandum and articles of association;


F) dissolution and liquidation of the association / union and the destination of the assets after liquidation;


G) change of registered;


H) any other duties prescribed by law or statute.


(3) Ordinary General Assembly meets at least once a year and has permanent control over the organs provided for in art. 93 para. (1) b) and c).


(4) The rules for organization and operation of ordinary and extraordinary general meeting, where applicable, are established by statute.


Article 95


(1) The Steering Committee shall ensure the implementation of decisions of the general assembly and their own judgment.


(2) The powers of the Steering Committee are:


A) submit to the General Assembly activity report for the previous period, the budget of income and expenses, balance sheet, income and expenditure budget draft and the programs of the association;


B) legal agreements and on behalf of the association / union;


C) approve the organization and staff policy of the association;


D) perform any other functions provided in statute or established by the General Assembly.


(3) The Management Committee has the structure president, vice presidents, secretary, and other functions necessary executive members. Numerical and other functions are established by statute.


(4) The President of the Steering Committee is president of the association / union.


(5) general rules on the organization and functioning of the Steering Committee are established by statute and are detailed in the Rules of organization and operation thereof.


(6) A member of the steering committee which, in a matter subject to the decision of the general meeting is interested personally or through his spouse, ascendants or descendants by his relatives in collateral or related persons up to the fourth degree may not take part in the deliberation and voting.


(7) Steering Committee member who violates the provisions of par. (6) is liable for damages if the association created without his vote would not have obtained the required majority.


(8) The decisions of general meetings and steering committee decisions contrary to the law, the articles of incorporation and status can be challenged in court.


Article 96


(1) internal financial control of the association / union is ensured by an auditor or a revision commission as appropriate.


(2) If the association / union gathered more than 100 registered members, internal financial control is exercised by a board of censors.


(3) The Audit Committee consists of an odd number of members, most of which comes from among the associates. Steering committee members can not be auditors. At least one of the auditors must be certified accountant or auditor in accordance with the law.


(4) The duties of auditor / auditing committee are:


A) check how the association is managed assets;


B) it prepares reports they submit to the General Assembly;


C) may participate in the steering committee, without voting rights;


D) perform any other duties established by statute or by the General Assembly.


(5) The general rules of organization and functioning of the Censor Committee is approved by the General Assembly. The censor committee can develop internal rules of operation.


Article 97


(1) Amendment of association and the status change is by registration in the register of associations and foundations with the clerks of the court in whose territorial constituency association has its seat / union. It applies the provisions of art. 91 para. (4).


(2) The request for registration of the change will be accompanied by the minutes of the general assembly in certified form.


(3) approaches to authenticate the minutes and change enrollment is taken by the person designated by the general assembly.


Article 98


(1) Revenues associations / unions from:


A) membership fees;


B) interest and dividends resulting from investments in the law;


C) dividends companies regulated by Law no. 31/1990, republished, as amended and supplemented, set up by the association / union;


D) income from direct economic activities;


E) donations, sponsorships, legacies;


F) resources from the state budget and / or local budgets, according to the law;


G) other income provided by law.



(2) associations / unions may establish companies under Law no. 31/1990, republished, as amended and supplemented, in accordance with Law no. 31/1990, republished, as amended and supplemented, which can participate in cooperative societies Grade 2. Dividends associations / unions of the activities of these companies, if not reinvested in them are used as resources required to achieve the goals and objectives association / union.


(3) associations / unions may carry out any other direct economic activities, if they have accessory character and are closely related to the main purpose and objectives of the association / union.


(4) activities referred to in para. (3) can not compete in the activities of cooperative societies associations, unions, county and national unions concerned.


Article 99


(1) the Department for Small and Medium Business Environment and Tourism *) will operate an organizational structure for the relationship with unions.



_________ *) See footnote art. 91 para. (2) d).

(2) local and central public authorities may consult with representatives of associations, unions and county, respectively, of the national unions, in order to establish joint programs or activities.


Article 100


(1) Associations / Unions are dissolved in the following circumstances:


A) law;


B) by decision of the court or tribunal, as applicable;


C) by decision of the General Assembly.


(2) association or union is dissolved by right in the following cases:


A) failure to achieve the purpose for which it was established;


B) the impossibility to the general meeting under the statute, if it is more than 6 months from the date of convocation;


C) reducing the number of shareholders below the minimum set by law and if it is not completed within 3 months.


(3) association or union was dissolved by court order in the following cases:


A) when the purpose or activity it has become unlawful or contrary to public policy;


B) when achieving the goal is achieved through illicit means or contrary to public policy;


C) when pursuing a purpose other than that for which it was established;


D) when the association / union became insolvent;


E) under Art. 92.


(4) An association or union can be dissolved by resolution of the general meeting. Within 15 days from the date of the dissolution meeting, the minutes in authentic form is filed with the court in whose territorial jurisdiction has its headquarters, to be entered in the Register of associations and foundations.


Article 101


(1) In case of dissolution of the association / union, the assets remaining after liquidation can not be transmitted associate members.


(2) The assets remaining after liquidation will be sent to associations / unions existing set of identical or similar purpose, by a procedure established in the bylaws of the association / union.


(3) If within 6 months from the date of completion of the liquidation liquidators failed to convey goods under par. (2) and where bylaws / union provides a procedure for passing the goods or if the provision is contrary to law or public order, the remaining goods will be assigned by the competent court of associations / unions with an identical or like.


Article 102


(1) In case of dissolution decided by the general meeting, liquidators are appointed by it, while in other cases the liquidators are appointed by court.


(2) Liquidators fulfill their mandate under the supervision of auditors.


(3) Liquidators are obliged to continue the legal operations in progress, to collect claims, pay creditors and, if the cash is insufficient, transform the remaining assets in cash, proceeding to sell by public auction of movable and immovable property.


(4) The liquidators jointly liable for damages incurred by creditors them.


(5) The liquidators are obliged to fulfill all legal procedures for publishing the liquidation and deregistration association or union of associations and foundations register.


Article 103



(1) At the county level and in Bucharest, the same form cooperative societies and / or associations of cooperatives same form can form the county unions that are representative association, provided that the number of cooperative societies associated directly or through associations to which members represent at least 45% of the total number of cooperatives same form, registered headquartered in that county or municipality of Bucharest, respectively.


(2) At national level, the county unions and / or associations of cooperatives same shape unrelated to any union county and / or cooperatives may be the same shape unrelated national unions that are representative association, provided that the number cooperative societies associated directly or indirectly represent at least 45% of the total number of cooperatives same form, registered with headquarters in Romania.


(3) The name "union county" and "national unity" can be used only by those unions which fulfill the conditions laid down in para. (1) and paragraph. (2).


Article 104


(1) cooperative associations, regional and national unions of cooperatives are established to ensure:


A) represent and defend the interests associated cooperatives and cooperative members in dealings with the public or with individuals or legal entities with public or private;


B) to represent the cooperative national and international cooperative relationships with organizations and international bodies;


C) promote and defend the economic, production and trade cooperative organizations at local, national or international;


D) supporting cooperative societies to protect their heritage and development;


E) information, documentation, training and professional development, promotional campaigns for specific products and services and other joint actions, acting in its domain associated cooperatives;


F) the pursuit of social, cultural, technical, scientific, sporting, charitable and humanitarian activities;


G) performing other activities established by statute in accordance with this law.


(2) cooperative associations, regional and national unions of cooperatives can agree rules and regulations under domestic legal provisions and limits set out in statutes, decisions, resolutions, and other normative acts issued by competent authorities.


Title IV


cooperative relations between the state and
Chapter I


State role
Article 105


Romanian state supports the development of cooperative societies, regardless of the degree and form, and their associative forms, which guarantees the autonomy, independence and a regime no less favorable than that of other operators.

Article 106


(1) The Government must consult the Advisory Board of the cooperatives on the development and revision of legislation and policies of cooperation.


(2) The Government should take measures to support access to finance cooperatives own investments and lending.


(3) Public authorities should facilitate access of cooperatives and their associative forms consulting services to improve their economic performance and ability to create jobs and generate income.


(4) Department for Small and Medium Business Environment and Tourism *) the legal authority to ensure compliance with this law.



_______ *) See footnote art. 91 para. (2) d).



Chapter II State support cooperatives

Article 107


(1) The land passed into the indefinite and freely in pursuit of construction activity and consumer organizations craft cooperatives and cooperative associations existing at the entry into force of this law that are not and claimed that construction was carried out according to the law, maintain that system throughout the life of the respective construction or until their passing, paid, owned cooperative society. **)

________


**) The Constitutional Court, by Decision no. 913/2009 published in the Official Gazette of Romania, Part I, no. 506 of 22 July 2009, found that the provisions of art. 107 par. (1) of Law no. 1/2005 are unconstitutional.

(2) Where the local authority or central government decides alienation of immovable property in their private property, which are operated by companies / organizations, cooperatives, they have a right of first refusal to purchase them and a right preferably where their concession or lease.


(3) offer for sale, lease or rent, including identification of the building which disposes, are leased or rented and the price, shall be communicated by letter with acknowledgment of receipt of those cooperative society.


(4) If within 45 days of receipt of the offer to sell, lease or rent, cooperative society has not expressed its willingness to buy, receive in concession or lease the building in question, it can sell.


Article 108


Cooperative societies benefit from all measures promoted by the Romanian state for companies governed by Law no. 31/1990, republished, as amended and supplemented, established pursuant to Law no. 31/1990, republished, as amended and supplemented.

Article 109


In the curricula of higher education institutions that have in the technical, economic and legal can be introduced, as an optional subject matter notions about the organization and operation.

Title V


Advisory Board of the cooperatives
Article 110


(1) The Advisory Board is cooperative, unincorporated body with consultative role for the Department for Small and Medium Business Environment and Tourism *), consisting of appointed representatives from all existing national unions.

________

*) See footnote art. 91 para. (2) d).

(2) Department of Small and Medium Business Environment and Tourism *) will nominate a representative to the Advisory Board of the cooperatives, which represents and upholds the department policy on supporting and developing cooperative system in Romania and triangulation department all decisions taken under this law.


(3) cooperative Advisory Board has the following main responsibilities:


A) draw up proposals on legal provisions that care cooperatives;


B) promote studies and analysis on the cooperative movement;


C) develop, approve and modify the Rules of organization and functioning of the Consultative Council of cooperatives;


D) elaborate proposals for legislative initiatives in areas relating to cooperative activities;


E) provides organized framework for consultation and exchange of information between the various forms of cooperative;


F) provide advisory opinions for program promotion and development of cooperatives;


G) give advisory opinions for program promotion and development of cooperatives, developed by the Department for Small and Medium Business Environment and Tourism *). Debates on provision of such advice, the department does not have the right to vote;

________

*) See footnote art. 91 para. (2) d).

H) develop and maintain programs to ensure the creation of new cooperatives;


I) endorse the draft legislative acts that regulate cooperatives;


J) inform civil society about the potential economic, social, educational and training they provide cooperatives;


K) support the implementation of Recommendation no. 193/2002 of the International Labour Organization on the promotion of cooperatives, United Nations recommendations and international cooperative bodies;


L) other duties provided by law.


Article 111


Rules of organization and functioning of cooperatives Advisory Council approved, in its first meeting by consensus.

Title VI


Offences
Article 112


An offense punishable by imprisonment from 6 months to 3 years or a fine deed founding member, administrator, president or chief executive Cooperative Society that:


A) shows bad faith in prospectuses, reports and communications to the public untrue data on the formation of a company or cooperative economic conditions or hide its bad faith, in whole or in part, such data;


B) present, in bad faith, the general meeting of cooperative members financially inaccurate or inconsistent data on the economic conditions of the cooperative, to conceal its real situation.


Article 113


An offense punishable by imprisonment from 6 months to 3 years or a fine deed administrator, the President or the Executive Director cooperative society which:

A) used in bad faith goods or credit cooperative society which enjoys, for a purpose contrary to its interests or for their own benefit or to favor another company or cooperative society that has interests, directly or indirectly;


B) borrow in any form, directly or through an intermediary, the company that manages cooperative;


C) collect or pay dividends in any form of fictitious or benefits that could not be distributed without the annual financial statement or contrary to results from it.


Article 114


An offense punishable by imprisonment from 3 months to 2 years or a fine deed administrator, the President or the Executive Director cooperative society which:

A) issue shares or bonds cooperative at a price below their nominal value;


B) does not comply with legal provisions regarding the cancellation of shares outstanding;


C) issuing bonds cooperative with the legal provisions or issues shares which do not include details required by this law;


D) fails to comply under this law on the alienation and transmission of the use of tangible assets.


Article 115


An offense punishable by imprisonment from one month to one year or a fine deed administrator, the President or Executive Director cooperative society which:

A) carry out the decisions of the general meeting relating to the merger or the division or reduce its share capital before the deadlines provided by this law;


B) carries out the decisions of the general assembly regarding the capital reduction without cooperative members have been executed for carrying amount of the payment owed or without general assembly decision which exempts them from subsequent payments;


C) general assembly convenes in cases not provided for by this law;


D) starts operations on behalf of a cooperative society to be conducted before the full disbursement of minimum capital;


E) carries out the decisions of the general meeting on the merger, division, dissolution, reorganization or reduction of share capital, without informing the judicial body or breach of the prohibition laid down by it, if the cooperative society began to prosecution.


Article 116


Be punishable with imprisonment from one month to one year or a fine not act censor convene the general meeting of cooperative members in cases where it is required by law.

Title VII Transitional



Article 117


(1) existing co-operative organizations from the entry into force of this law are obliged to amend their statutes if they are not in accordance with this law and record the Trade Register within 9 months after the entry into force thereof.


(2) To this end, within 30 days from the date of entry into force of this law, cooperative organizations are required to display on their premises the list of all cooperative members registered with their date and popularize the local media this action and its purpose.


(3) The list must remain until the deadline provided in par. (1).


(4) Within 30 days of the date of posting, cooperative members can submit complaints or not to include persons on the lists, which will be solved by cooperative organizations in question within 30 days of registration appeal. Co-operative decision can be challenged in court according to law.



(5) Within 30 days after the deadline provided in par. (2) all cooperative organizations will convene a general meeting of cooperative members who, necessarily, on the agenda will include at least:


A) presenting the heritage situation, the number of shares for each cooperative member, the formation of capital;


B) approval of amendments status under this law;


C) the situation of persons who were the subject of complaints in para. (4) after resolving complaints received.


(6) operative organizations not registered their statutes amended by the deadline provided in par. (1) is dissolved by law and goes into liquidation, under Art. 85-88.


Article 118


Co-operative members that the entry into force of this law, hold shares or stock cooperative representing over 20% of the shares are obliged, within 6 months from the entry into force of this law, to alienate the other cooperative members, at par value shares or cooperative actions which exceed this quota. If, within that period, shares or shares are not disposed cooperative, cooperative organization that procures them properly cancel and reduce capital, which becomes part indivisible.

Article 119


(1) Federalele territorial consumer cooperatives, associations territorial organizations handicraft cooperatives, the National Union of Consumer Cooperatives and the National Association of Handicraft Cooperative can not alienate any title, buildings or land owned by the them until that the procedures laid down in art. 117 par. (1).


(2) existing co-operative organizations, consumer cooperatives federalele territorial, regional associations organizations handicraft cooperatives, the National Union of Consumer Cooperatives and Cooperative Association of Craft can only reorganize under this law.


Article 120


(1) Federalele territorial consumer cooperatives - FEDERALCOOP, established in accordance with Law no. 109/1996 on the organization and operation of the consume, as amended, and territorial associations organizations handicraft cooperatives - ATCOM established under Decree-Law no. 66/1990 on the organization and operation craft, as amended, will be reorganized, in compliance with this law, within 12 months after entry into force, thus:


A) in one of the forms of association under Title III, namely county association or union, as applicable;


B) the cooperative Grade 1 or 2 as appropriate.


(2) The assets and liabilities federalelor and territorial associations in para. (1) comprising the divisible and indivisible part, will be determined as of the date of the reorganization of their financial arrangements.


(3) movable and immovable property necessary for the proper functioning of district associations or unions set up in accordance with paragraph. (1) a) shall be fixed before the reorganization, by decision of the general assembly of members or associates feds respective territorial association.


(4) cooperative societies Grade 1 or 2 as appropriate, established in accordance with paragraph. (1) b) take over the assets and liabilities federalelor and territorial associations in para. (1) less goods provided in par. (3). Divisible is taken from the division of the cooperative start-ups or the indivisible indivisible part of it gets taken.


(5) Board of the Fed's territorial consumer cooperatives or territorial association executive board of handicraft cooperatives organizations, is required to determine the amount of capital, the division of shares and to convey the maximum 30 days from the date of entry into force of this law, all individuals and / or legal persons who are associated with this offer to participate as founding members, the establishment of cooperative societies in para. (4).



(6) Individuals and / or legal persons who have received the offer to participate under par. (5) shall answer the board of the regional Feds consumer cooperatives, namely the executive board of the association territorial organizations handicraft cooperatives, within 60 days of receipt of the offer.


(7) cooperative societies established under this Article shall be entered in the trade register in less than 9 months from the date of entry into force of this law.


(8) may be the founding member cooperatives established under para. (4) consumer cooperatives that are associated with the federal territorial registered as cooperative organizations associated or cooperative organizations craft existing and cooperative members, individuals who are associated with the association that territorial according to the register of cooperative members of the association territorial .


(9) co-operative members who have been associated in territorial federal or territorial association acquire shares in cooperatives in para. (4) up to the value of the share in the regional Feds, respectively participations in the share capital within the territorial association.


(10) co-operative members who are not associated in cooperative society established under paragraph. (4) have a claim on the shares paid or paid-up share capital participations and dividends due.


(11) Federalele territorial consumer cooperatives and regional associations organizations handicraft cooperatives which do not meet the provisions of this Article, shall be dissolved and enter into liquidation as under this law, and remaining assets after payment of amounts owed to creditors and the part divisible by cooperative members are assigned by the competent court of the same form a cooperative society by final judgment *).

________

*) See footnote art. 87 para. (2).

(12) Decisions regarding the fulfillment of the provisions of this article shall be taken by the general meetings convened by the Board of the Fed's territorial consumer cooperatives, namely the executive board of the association territorial organizations handicraft cooperatives, a majority associate members enrolled in the register of the feds or territorial association.


Article 121


(1) The National Association of Handicraft Cooperative - UCECOM established by Decree-Law no. 66/1990, as amended, and the National Association of Consumer Cooperatives - CENTROCOOP established by Law no. 109/1996, as amended, will be reorganized in compliance with this law and change their statutes within 6 months after the entry into force of special laws, but not more than 18 months after the entry into force of this law thus:


A) in one of the forms of association under Title III, namely national association or union, as applicable;


B) the cooperative 2nd degree


(2) The assets and liabilities CENTROCOOP, respectively UCECOM will be determined as of the date of the reorganization of their financial arrangements.


(3) movable and immovable property necessary for the proper functioning of national associations or unions set up in accordance with paragraph. (1) a) shall be fixed before the reorganization, by decision of the extraordinary congress of CENTROCOOP, respectively UCECOM.


(4) grade 2 cooperative societies, established in accordance with paragraph. (1) b) will take the national union's net assets, respectively of the national association, which constitute the indivisible cooperative societies reorganized.


(5) Within 3 months from the date stipulated in art. 120 par. (5) The Board of Directors of the National Union of Consumer Cooperatives, namely the National Leading Council of Handicraft Cooperative, is required to determine the amount of capital, the division of shares and to convey to all legal persons who may have founding member, offer to participate in setting up cooperatives referred to in paragraph 2 degree. (1) b).


(6) Legal persons who have received the offer referred to in para. (5) shall answer within 45 days of receipt of the offer, to subscribe for a minimum of one share and pay the full amount of the subscribed shares, within 30 days.



(7) may be the founding member cooperatives in para. (4) consumer cooperatives or cooperative organizations craft structures which have contributed to the heritage of the National Union of Consumer Cooperatives, namely the National Association of Handicraft Cooperative, which were entered into the trade register in accordance with this Law, and cooperative societies grade 1 or 2 set up in accordance with art. 120.


(8) When setting up share capital of cooperative societies established under paragraph 2 degree. (4) participation in cooperative societies cumulative grade 1 and 2 can not be less than 67%.


(9) 2nd degree cooperative societies established under para. (4) must be entered in the Trade Register within 15 months from the date of entry into force of this law.


(10) If the National Handicraft Cooperative Association and the National Association of Consumer Cooperatives inconsistent with this Article, shall be dissolved and enter into liquidation as under this law, and asset lagged behind the sums owed to creditors transmitted cooperative organizations and unions that have contributed to their heritage and who have registered with the trade register under this law.


Article 122


If stock cooperatives, set up on 31 December 2003, whether by statute provided the number of shares proportional vote, it can be maintained within the limits set by law.

Title VIII Final



Article 123


(1) Upon the entry into force of this law is repealed: Decree-Law no. 66/1990 on the organization and operation craft, published in the Official Gazette of Romania, Part I, no. 23 of February 9, 1990, as amended, except art. 2 para. 2 and 3 and art. 6, 7, 8, art. 10 para. 2, art. 1:21 p.m., Law no. 109/1996 on the organization and operation of the consume, published in the Official Gazette of Romania, Part I, no. 252 of October 18, 1996, as amended, except art. 123 and 124, and any other provisions contrary to this law. Exempt provisions shall remain in force until the expiry terms of this law on the reorganization of cooperative organizations, unions and territorial and national associations.


(2) Upon the entry into force of this law:


A) Law no. 26/1990, republished in the Official Gazette of Romania, Part I, no. 49 of 4 February 1998, with subsequent amendments, is amended as follows:


- Article 12 (1) sentence 1 shall read as follows:
"Art. 12. - (1) the Trade Register comprises a register for recording Merchant individuals and family associations register for registration of cooperative societies and another for registration of legal entities other traders. "

B) Law no. 202/1998 *) regarding the Official Gazette of Romania, published in the Official Gazette of Romania, Part I, no. 423 of 10 November 1998, as amended and supplemented, amended and completed as follows:



_______ *) Law no. 202/1998 on the organization Official Gazette of Romania was republished in the Official Gazette of Romania, Part I, no. 206 of 11 April 2013.
1. Article 4 reads as follows:
"Art. 4 - Official Gazette contains seven parts, structured according to the nature of the acts subject to the publication."
2. After Article 9 introduces a new article, Article 9 ^ 1, as follows:
"Art. 9 ^ 1. - In Part VII published, under legal provisions, legal acts relating to cooperatives and other categories of legal entities set up by cooperatives and other documents on cooperation established by law. "

(3) Expenses arising from the publication of acts in the Official Gazette of Romania, Part VII, shall be borne by issuers, based on the tariffs approved by the Standing Bureau of the Chamber of Deputies, the proposal Autonomous Administration "Official Gazette".


(4) Government Decision no. 753/2003 on the organization and functioning of the National Agency for Small and Medium Enterprises and Cooperatives, published in the Official Gazette of Romania, Part I, no. 494 of 9 July 2003, shall be amended accordingly.

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