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Governing document

Statutes

The statutes of Romania Connect – Businessplattform Rumänien–Österreich, the registered association that governs our membership, purpose, and organisation.

Registered association · ZVR 1293187199 · Seated in Vienna · English version

I Name and Registered Office

Art. 1 Name

The association bears the name "Romania Connect – Businessplattform Rumänien–Österreich".

Art. 2 Registered Office and Area of Activity

The association is headquartered in Vienna and carries out its activities throughout Austria and Romania.

II Purpose

Art. 3 Purpose

The association is non-profit-oriented. Its purpose is to promote Romanian entrepreneurship in Austria and to strengthen economic and professional cooperation between the two countries.

In particular, the association pursues the following objectives:

  • Supporting Romanian entrepreneurs and professionals through networking, information and exchange of experience;
  • Contributing to improved conditions for Austrian–Romanian cooperation;
  • Promoting cooperation among companies, firms, institutions and relevant organisations;
  • Building an active community and enhancing the positive visibility of Romanians in Austria.

The association is independent and neutral in political and religious matters.

III Means to Achieve the Association’s Purpose

Art. 4 Means to Achieve the Purpose

1) The association’s purpose is pursued through both non-material activities and financial resources.

2) Non-material activities include in particular:

  • Developing a bilateral platform for networking and cooperation;
  • Organising networking events and meetings;
  • Workshops, seminars, training sessions and conferences;
  • Initiating educational and economic projects;
  • Providing information, guidance and support;
  • Promoting the visibility of the Romanian community.

3) Financial resources include membership fees, donations, sponsorships, event revenues and other lawful income.

IV Members (Membership Categories)

Art. 5 Categories of Members

1) The association has the following categories of members:

  • a) Corporate and institutional members (legal entities)
  • b) Professional members (entrepreneurs)
  • c) Non-profit organisations
  • d) Individual members (natural persons)
  • e) Honorary members
  • f) Founding members
  • g) Brand ambassadors

2) Corporate and institutional members exercise their rights through a designated representative notified in writing to the Board.

3) Voting rights in the General Assembly: corporate and institutional members (through their representative), professional members and founding members.

4) No voting rights: non-profit organisations, individual members, brand ambassadors, honorary members.

5) The specific rights, benefits and obligations of each membership category are defined and updated by Board resolutions and/or internal regulations.

Art. 6 Acquisition of Membership

1) Membership is acquired by submitting a written application and its acceptance by the Board.

2) The Board decides on the application within a maximum of 60 days. In the event of a refusal, the decision is communicated in writing with a brief explanation. The applicant may reapply after 6 months.

3) Membership becomes effective upon notification of acceptance and, where applicable, upon payment of the applicable joining fee and/or membership contribution.

Art. 7 Rights of Members

1) Members have the right to participate in the activities of the association in accordance with these statutes and internal regulations.

2) Corporate and institutional members, professional members and founding members have the right to vote in the General Assembly.

3) Corporate and institutional members exercise their voting right through their designated representative.

4) Non-profit organisations, individual members, brand ambassadors and honorary members have no voting rights.

Art. 8 Obligations of Members

1) All members are obliged to:

  • Observe the statutes and resolutions of the association’s governing bodies;
  • Support the association’s purpose and contribute to a positive public image;
  • Conduct themselves respectfully in all association activities;
  • Pay the membership contribution and any other applicable fees;
  • Inform the association of relevant changes (contact details, status, etc.).

2) Corporate and institutional members are required to designate an active representative.

Art. 9 Termination of Membership

1) Membership ends upon:

  • a) voluntary resignation;
  • b) exclusion;
  • c) death (in the case of natural persons);
  • d) dissolution of legal personality or opening of insolvency proceedings;
  • e) removal due to non-payment of the membership contribution.

2) Termination of membership does not affect any outstanding financial obligations incurred up to that point.

3) Upon termination of membership, the right to participate in association events also ends.

Art. 10 Resignation

1) The resignation of a member takes effect on 31 December of any given year.

2) Resignation must be notified to the Board in writing (including by e-mail) at least one month in advance.

3) If the notice is given late, resignation takes effect at the next possible annual date.

4) Financial obligations for the current year remain due until membership ends. Paid contributions are non-refundable.

Art. 11 Exclusion of Members

1) The Board may resolve to exclude a member if that member:

  • a) seriously violates the statutes or resolutions of the association’s governing bodies;
  • b) harms the reputation or interests of the association;
  • c) displays conduct contrary to the association’s purpose and values;
  • d) fails to pay the membership contribution despite a formal reminder.

2) Before taking a decision, the member is sent a written notification describing the allegations and is given 14 days to respond.

3) The exclusion resolution requires a 2/3 majority of Board members and is communicated to the member in writing.

4) The excluded member may lodge a written objection within 30 days of notification.

5) Instead of exclusion, the Board may resolve a temporary suspension of up to 6 months.

V Finances

Art. 12 Financial Resources

1) The association’s financial resources consist mainly of:

  • Joining fees and membership contributions;
  • Donations, sponsorships and voluntary contributions;
  • Grants and subsidies;
  • Revenue from events and programmes;
  • Fees for services or special activities.

2) The amount of membership contributions and payment terms are set out in an internal document, approved by the Board and communicated to members.

3) All contributions and fees are due within 30 days of the date of the payment request.

Art. 13 Internal Regulations and Contributions

1) The Board may adopt internal regulations to organise the association’s activities.

2) Internal regulations that substantially change members’ rights or obligations, or that introduce new contributions, require approval by the General Assembly.

3) Approved internal regulations are communicated to members in writing and published at least 30 days before they take effect.

Art. 14 Liability

1) Only the assets of the association are liable for the association’s obligations.

2) Members are not personally liable for the association’s obligations beyond the payment of their contributions.

Art. 15 Association Assets

1) Members who resign or are excluded have no claim to the association’s assets.

2) Paid membership contributions are non-refundable, even if the resignation or exclusion does not coincide with the end of the contribution period.

VI Organisation

Art. 16 Governing Bodies

The governing bodies of the association are:

  • A. General Assembly
  • B. Board of Directors
  • C. Auditors
  • D. Internal Dispute Resolution Committee

A. General Assembly

Art. 17 Ordinary and Extraordinary General Assembly

1) The ordinary General Assembly takes place once a year, no later than 6 months after the end of the financial year.

2) An extraordinary General Assembly is convened: by resolution of the Board; upon written request of at least 1/10 of the voting members; or at the request of the auditors.

3) The General Assembly may be held in person, virtually or in a hybrid format.

Art. 18 Convening the General Assembly

1) The Board convenes the General Assembly by written notice to members at least 14 days before the date.

2) The notice must include at minimum: date and time; venue or access link; agenda.

3) Members’ proposals for additional agenda items must be submitted in writing to the Board at least 7 days before the meeting.

Art. 19 Right to Attend, Voting Rights, Quorum

1) All members have the right to attend the General Assembly.

2) Voting members: corporate and institutional members (through their designated representative), professional members and founding members. Each voting member has one vote.

3) The General Assembly is quorate when at least 30% of voting members are present. If this quorum is not reached, the assembly is reconvened within 14 days; at the reconvened meeting, a quorum of at least 15% or at least 2 voting members is sufficient.

Art. 20 Decision-Making

1) Resolutions of the General Assembly are adopted by simple majority, unless these statutes provide otherwise.

2) Amendments to the statutes, voluntary dissolution and decisions on residual assets upon dissolution require a 2/3 majority of voting members present, with at least 50% + 1 of all voting members present.

Art. 21 Chairing and Minutes

1) The General Assembly is chaired by the President. In the President’s absence, the Vice-President or a Board-designated member chairs the meeting.

2) Minutes are drawn up for each General Assembly and signed by the chair and the secretary of the meeting.

B. Board

Art. 22 Composition and Eligibility

1) The Board is the executive body of the association and consists of 5 or 7 members.

2) During the first 3 years after founding, the majority of Board members must be founding members. Thereafter, the Board must include at least 3 founding members.

3) Statutory Board positions: President; Vice-President; Secretary; Treasurer; Board Member (Marketing/Communication).

Art. 24 Duties of the Board

The Board manages the day-to-day affairs of the association and has the following duties in particular:

  • Managing operations and ensuring the association’s purpose is fulfilled;
  • Representing the association externally;
  • Managing the association’s assets;
  • Preparing the annual budget, activity report and financial statement;
  • Convening the General Assembly;
  • Deciding on the admission, removal, suspension and exclusion of members;
  • Establishing and approving internal regulations;
  • Initiating and organising projects, events and cooperations.

Art. 25 Board Meetings and Resolutions

1) The Board meets as often as required, convened by the President.

2) The Board is quorate when at least 3 members are present.

3) Resolutions are adopted by simple majority. Resolutions may also be adopted in writing, provided no Board member requests a meeting within 3 days.

Art. 26 Representation and Signing Authority

1) The association is represented externally by the President.

2) Legal or financial documents require the valid signature of two persons: President + Treasurer; or President + Vice-President.

3) Assuming financial obligations that cumulatively exceed EUR 10,000 per year requires a prior Board resolution.

Art. 27 Political Neutrality and Removal

1) The association is independent and politically neutral.

2) A Board member may be removed if they: engage in partisan political activities in the name of the association; compromise the association’s political neutrality or reputation; or seriously violate the statutes.

3) Removal is decided by a simple majority of validly cast votes.

Art. 28 Conflict of Interest

1) Board members and persons holding managerial or supervisory functions act exclusively in the interest of the association.

2) A conflict of interest arises when personal, professional or financial interests may influence decisions within the association.

3) The person concerned must promptly inform the Board and refrain from participating in the deliberation and vote on the relevant matter.

C. Auditors

Art. 29 Election, Mandate and Duties

1) The General Assembly elects two auditors for a term of 2 years. Re-election is permitted.

2) Auditors may not be members of the Board and must exercise their duties independently.

3) The auditors review the association’s financial management and submit a written report to the General Assembly.

D. Internal Dispute Resolution Committee

Art. 30 Dispute Resolution

1) Any dispute arising from the membership relationship or from the association’s activities shall first be resolved by mutual agreement.

2) If no amicable solution is reached, the matter is referred to an internal committee of 3 voting members: each party nominates one member; together they elect a third member as chair.

3) The committee’s decision is final at the internal level. If proceedings are not concluded within 6 months, either party may refer the matter to the competent courts.

VII Dissolution of the Association

Art. 31 Voluntary Dissolution

1) The voluntary dissolution of the association may only be resolved at a General Assembly by a 2/3 majority of validly cast votes.

2) In the event of dissolution, the General Assembly decides on the liquidation procedure and appoints a liquidator.

3) Any assets remaining after settling all liabilities shall be transferred to an organisation pursuing a non-profit purpose with similar objectives.

VIII Final Provisions

Art. 32 Financial Year

1) The financial year corresponds to the calendar year. The annual financial statement is prepared at the end of the financial year.

Art. 33 Entry into Force

1) These statutes enter into force on the day of approval by the founding members and serve as the founding instrument of the association.

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