Art. 1 - Romanian Advertising Council is a professional, non-governmental, non-profit and independent association with the aim of developing in Romania a decent, honest, fair and legal advertising.

Art. 2 - The association comes into conformity with the legal regime stipulated by the Government Ordinance no. 26/2000 on associations and foundations.
  
Art. 3 - The Romanian Advertising Council is a Romanian legal entity and conducts its activities according to the Romanian legislation.
  
Art. 4 - The Romanian Advertising Council may cooperate, become associated with or may affiliate itself with other organizations with similar purposes, established in Romania or abroad.

Art. 5 - The name of the association is “Consiliul Roman pentru Publicitate”/”The Romanian Advertising Council”.
  
Art. 6 - The registered office of the association is in Bucharest, Sector 1, 61 Buzesti St., apt. 55. The registered office may be changed to any other locality in Romania, in virtue of the Resolution of the General Meeting, adopted according to the requirements of the Romanian legislation. The General Meeting may delegate this power to the Managing Board.
  
Art. 7 - The Romanian Advertising Council is established for an undetermined period of time.
  
Art. 8 - The Romanian Advertising Council operates in virtue of these by-laws.

Art. 9 - The Romanian Advertising Council is aimed at developing the advertising activity in Romania, at creating and developing – within the framework provided for by the laws in this field – of an ethical self-control system in the advertising field, in the spirit of loyal competition, which may ensure the consumer protection and the general public interest against the negative consequences of advertising.
 
Art. 10 - In order to achieve its goal, the Romanian Advertising Council conducts the following activities:
(a) it elaborates, promotes and improves the advertising standards and practices in this field;
(b) it establishes and drafts the rules and principles regarding the advertising activities in Romania and it elaborates the Advertising Code of Practice;
(c) it investigates and settles the claims related to potential infringements of the Advertising Code of Practice; it imposes the observance by its members of the advertising regulations according to the laws in force and the Advertising Code of Practice;
(d) it carries out, upon request, preliminary assessments of advertising campaigns;
(e) it represents the interests regarding the non-governmental self-regulation in the advertising field at a national and international level;
(f) any other activities which were not mentioned above and whose purpose is the achievement of the association’s scope of business.
 
Art. 11 - The objectives are fulfilled by means of resolutions, experience exchanges, the publication of studies and articles in specialized magazines in Romania and abroad or by any other means established by the Romanian Advertising Council.

Art. 12 - Any entity whose activity includes the production, use and dissemination of advertising materials on the Romanian territory may become a member of the Romanian Advertising Council. The entities who took part in the General Meeting of Establishment are founding members.
 
Art. 13 - The members of the Romanian Advertising Council may be: full members and honorary members.
 
Art. 14 -The full members of the Romanian Advertising Council are:
(a) The members whose activity involves the production of advertising materials (Member Agencies);
(b) The members whose activity involves the use of advertising materials (Announcing Members);
(c) The members whose activity involves the dissemination of advertising materials (Media Members);
(d) The professional associations which conduct their activity in the advertising industry or in related fields.
 
Art. 15 - The professional associations and the representative groups which conduct their activity in the advertising industry or in related fields, as well as the natural persons working in these fields and which support the association’s objectives may be elected as honorary members of the Romanian Advertising Council as recognition for their work.
 
Art. 16 - The honorary members may take part in the sessions of the General Meeting and may have an advisory role in the association’s bodies, but they do not have the right to vote within the General Meeting. The honorary members shall be exempted from the payment obligations related to the annual contributions.
 
Art. 17 - The application to join the Romanian Advertising Council shall be submitted to the Managing Board. The application shall be in written form and must be supported by at least one member of the Romanian Advertising Council.
 
Art. 18 - The applications requesting membership shall be approved by the Managing Council, which shall submit the application, for approval, to the General Meeting, recommending its approval or dismissal with the justification of the respective recommendation.
 
Art. 19 - The General Meeting may approve or deny the membership in the Romanian Advertising Council by voting. The General Meeting may dismiss an accession application without having to justify its decision. The entity whose application was rejected may only submit a new application one year after the dismissal of the first application.
 
Art. 20 - If the General Meeting approves the application, the accession of the new member enters into force upon the payment of the annual contribution and following the acceptance in writing, under its signature, of the provisions of these By-laws and the Advertising Code of Practice.
 
Art. 21 - The withdrawal of a member from the Romanian Advertising Council may take place with one month’s notification submitted to the Managing Board. The notification shall be sent in writing with confirmation of receipt.
 
Art. 22 - The member withdrawing from the Romanian Advertising Council is bound to pay the Council the contribution to date, until the date the withdrawal becomes effective.
   
Art. 23 -The General Meeting may exclude an association member if:
a)  it commences the bankruptcy proceedings;
b)  it falls behind on the annual contribution by more than 3 months;
c)  it repeatedly performs actions which contravene the scope and activity of the Romanian Advertising Council;
d)  it repeatedly fails to observe the resolutions of the Managing Board or those of the Romanian Advertising Council General Meeting;
e)  its activity no longer corresponds to the association’s scope of business.
 
Art. 24 -The Romanian Advertising Council members have the following rights:
a)  to take part in the General Meetings;
b)  to vote in the General Meetings (full members only); each full member is entitled to cast one vote;
c)  to elect and be elected (by means of its representatives) in the managing bodies of the Romanian Advertising Council;
d)  to have access to all the information and data received and held by the Romanian Advertising Council;
e)  to control the activity of the Romanian Advertising Council, to analyze the reports on the activity and patrimony management;
f)   the withdrawing members or those who were excluded from the Romanian Advertising Council have no right to the association’s patrimony.
 
Art. 25 -The Romanian Advertising Council members have the following obligations:
a)  to observe the provisions of the By-laws and of the Advertising Code of Practice;
b)  to act in view of achieving the objectives of the Romanian Advertising Council;
c) to observe and enforce the resolutions adopted according to the Advertising Code of Practice and these by-laws;
d) to pay the contributions on time, as per the provisions of the Managing Board;
e) to make available for the Romanian Advertising Council all the necessary data and information, to the extent these do not interfere with the business interests of the respective members.

Art. 26 - The association’s bodies are the General Meeting made up of the association’s members, the Managing Board and the Censor.

GENERAL MEETING OF THE ASSOCIATION MEMBERS
Art. 27 - The General Meeting is the association’s supreme body and it is made up of all the full members thereof. Each member is represented during the sessions of the General Meeting by its legal representative or by any other person authorized by the legal representative of the member in question.
 
Art. 28 - The General Meeting is duly convened and may adopt resolutions if at least 2/3 of the full members are present. The resolutions may be adopted with the vote of the majority of the members, present or legally represented.
  
Art. 29 - The Ordinary General Meeting shall be called on an annual basis by the Romanian Advertising Council at least 30 calendar days before the agreed date.
 
Art. 30 - The Extraordinary General Meeting shall convene whenever necessary. The Extraordinary General Meeting shall be called at least 15 calendar days before the agreed date, by the Managing Board, at the initiative thereof or at the written proposition of at least 1/3 of the number of full association members.
  
Art. 31 - The call shall be made in writing (e-mail, fax, letter, etc.) and it shall contain the place, date and time when the session is to take place, as well as the agenda of the meeting. If the quorum provided for by the By-laws is not achieved, a new call shall be made. The second call of the General Meeting shall be made within 7 calendar days of the first call date, in writing (e-mail, fax, letter, etc.) and it shall contain the place, date and time when the session is to take place, as well as the agenda of the meeting.
  
Art. 32 - If, on the second call, the quorum provided for by the By-laws is not achieved, the General Meeting shall adopt resolutions which are valid with the simple majority of the full members present or represented, irrespective of their number.
  
Art. 33 - The resolutions regarding the dissolution of the Romanian Advertising Council, amendments to the by-laws, accession of new members and the withdrawal of membership shall be made with the vote of at least 2/3 of the total number of the full members, present or represented.
  
Art. 34 - All the resolutions of the General Meeting shall be binding for the members thereof, including the members who did not take part in the session or who voted against the resolution in question. The resolutions shall be adopted by open voting, unless at least 1/3 of the number of full members, present or represented, request that the resolutions be adopted by secret voting.
  
Art. 35 -The General Meeting shall make decisions regarding the following issues:
a)   the policy and actions for achieving the objectives of the Romanian Advertising Council;
b)  the election of the Managing Board members;
c)   the establishment of the Managing Board attributions and powers;
d)  the removal – individual or collective – of the Managing Board members;
e)   the approval of the annual income and expenditure budget of the Romanian Advertising Council;
f)   the establishment of the contribution’s quantum of the Romanian Advertising Council for the following year based on the Managing Board proposition;
g)   the approval of the Censor’s annual reports;
h)  the approval of the Romanian Advertising Council’s annual business plan;
i)   the approval of the Council’s annual business report and balance sheet;
j)   the appointment of the Censor and the establishment of the remuneration thereof;
k)  the inclusion and exclusion of members in/from the association according to the provisions of the By-laws;
l)   the dissolution and liquidation of the Romanian Advertising Council;
m) amendments to the Articles of Incorporation and the By-laws as well as the establishment of the destination of the goods left upon liquidation;
n)  the adoption and amendment of the Advertising Code of Practice;
o)  the approval of cooperation, association, affiliation with other organizations with similar purposes;
p)  the establishment of branches.
  
MANAGING BOARD

Art. 36 - The Managing Board is the executive body of the Romanian Advertising Council and ensures the performance of activities thereof in the period between two General Meetings. It acts in view of achieving the objectives of the Romanian Advertising Council and enforcing the resolutions of the General Meeting.
  
Art. 37 - The Managing Board members are elected from the representatives of the association’s members by the General Meeting. There are 7 Managing Board members, among which one president, one vice-president and one treasurer.
 
Art. 38 - The Managing Board may adopt resolutions if the majority of members are present. The resolutions are adopted with the simple majority of the present members. In case of equality of votes, the president’s vote is decisive.
 
Art. 39 - The Managing Board members are collectively responsible before the Romanian Advertising Council with respect to the management of the association’s patrimony, as well as with respect to the way in which the resolutions of the General Meeting are enforced.

Art. 40 -The Managing Board shall have the following attributions:
g)   it elects the president, vice-president and the treasurer of the Managing Board;
h)  it appoints the association’s executive personnel and it establishes the attributions thereof;
i)   it implements the resolutions of the General Meeting;
j)   it takes the necessary measures in order to achieve the objectives of the Romanian Advertising Council to the extent in which they are not of the General Meeting’s competence;
k)  it calls the ordinary and extraordinary sessions of the General Meeting;
l)   it elaborates the annual business plan draft, the annual income and expenditure budget draft and submits the drafts to the General Meeting for approval;
m) it submits the business report for the previous period, the execution of the income and expenditure budget, the balance sheet to the General Meeting;
n)  it proposes the inclusion and exclusion of members to the General Meeting;
o)  it approves the donations made by the Romanian Advertising Council;
p)  it establishes the remuneration and attributions of the employed personnel;
q)  it hires and fires the employed personnel;
r)   it concludes legal documents on behalf and in the name of the association;
s)  any other attributions delegated by the General Meeting.

 
Art. 41 - The Managing Board members are elected for a 4-year term, with the possibility of re-election. If a position becomes vacant, it shall be occupied by the election of a new member, until the expiry of the current term.
  
Art. 42 - The Managing Board shall convene whenever necessary, but at least once every 4 months at the Romanian Advertising Council’s registered office.
  
Art. 43 - The Managing Board may establish committees in order to remedy any specific issues and appoints the members and presidents thereof. The membership of such committees is not conditioned by the membership of the association.
 
Art. 44 - The Managing Board President ensures the association's management, accordgin to the powers given by the General Meeting and/or the Managing Board. The president shal act strictly within the limits of the conferred powers. The Managing Board President shall represent and may bind the association in relation to third parties, within limits provided for the General Meeting's resolutions adopted to this end.
  
Art. 45 -Managing Board Vice-president.

The vice-president exercises all the attributions of the Managing Board president, having all the rights and obligations thereof during the president’s absence or when the president is not available.
 
Art. 46 -Treasurer.

The treasurer makes sure that the association operates in good conditions from a financial point of view, by means of monitoring the collection and management of the association’s funds, as well as the establishment and management of the patrimony thereof.
 
Art. 47 -Executive personnel.

The executive personnel – the executive manager and the executive secretary are employees and ensure the operations management within the association. The attributions of the executive manager and executive secretary shall be included in the annex to the employment contract (job description).

Art. 48 - The General Meeting shall appoint a Censor, who needs to be an authorized accountant, according to the legal provisions. The Censor shall draft on an annual basis a report regarding the association’s financial activities for the General Meeting and shall have the attributions established by the Government Ordinance no. 26/2000.

Art. 49 - The Romanian Advertising Council’s initial patrimony amounts to RON 1000. The patrimony represents the initial contribution in equal shares of each founding member.
  
Art. 50 - The Romanian Advertising Council’s financial means may originate from the following resources:

• contributions of founding members;
• annual contributions;
• donations;
• sponsorship;
•  incomes coming from other activities carried out according to legal provisions.

 
Art. 51 - The incomes of the Romanian Advertising Council are used to finance the activities provided for in the By-laws approved by the General Meeting and to cover the expenses related to the operation thereof.

Art. 52 - The Romanian Advertising Council ceases to be a legal person according to the legal provisions in force. If the General Meeting decided to dissolute the association, the liquidation of the patrimony shall be done according to the provisions of Ordinance no. 26/2000 on associations and foundations.

Art. 53 - The provisions of these By-laws are drafted according to the legal provisions in force.