On Amending the Articles of Association and Bylaws of Associations and Foundations

“We would like to amend the founding document of our association. What is the procedure in this case?” – asks our reader.

Amendments to an association’s founding document and bylaws may be necessary if the organization’s name, headquarters, objectives, duration, composition of the board of directors (presidency), etc., change.

There is no unified legal regulation regarding the admission/exclusion of new members or the termination of membership; these are considered internal matters of the association. In this respect, members follow the procedure and conditions specified in the bylaws.

The first step is to convene the general meeting (in the case of a foundation, the board of directors) following the procedure defined in the bylaws, including the agenda items.

Minutes are taken at the general meeting, which are signed by all attending members. The quorum-competent general meeting discusses the agenda items and makes resolutions regarding the desired amendments. In practice, it has proven useful for the general meeting to authorize someone in the resolution, not necessarily a member but even an external person, to represent the association in the amendment procedure.

The amendments made can be included in an amendment document or a new founding document and bylaws can be drafted to reflect the current situation. The latter solution is preferable, as an updated and reissued set of bylaws may be required for various applications.

The general meeting resolution and the founding document/amendment document must be countersigned by a lawyer or notarized. In the case of a foundation, notarization is mandatory.

The request for amendment must be submitted to the court with jurisdiction over the association’s headquarters, along with the general meeting resolution, the old founding document and bylaws, the receipt proving payment of the 100-lei stamp duty, the association’s tax certificate, and the court order certifying the organization’s registration.

The required supporting documents may vary depending on the amendment:

• In the case of a change in the composition of the board of directors, a copy of the ID and a financial certificate no older than 30 days are required for new board members,
• In the case of a name change, the name reservation issued by the Ministry of Justice must be attached,
• In the case of a change in headquarters, a pre-registered rental or loan contract with the financial authority must be attached, and a property registry extract no older than 30 days may also be required.

The headquarters may also be modified by the board’s decision, provided this option is explicitly stipulated in the bylaws.

The objective of a foundation may only be amended by a majority vote of the founding members or the majority of the surviving founders. If all founding members have passed away, a resolution passed by a 4/5 majority of the board of directors is required.

Within three days of submission to the court, the judge will examine the legality of the request and, with a reasoned decision, order or reject the registration of the amendments in the register of associations and foundations.

An appeal may be filed against the decision within five days of its delivery.