Legal Basis

Statute of the “Romanian Society of Pediatric ENT” Association

CHAPTER I. GENERAL PROVISIONS

Art. 1.1. Founding members

IOVĂNESCU GHEORGHE COTULBEA STAN POENARU MARIOARA DOROS ION CAIUS as founding members, pursuant to Art. 33 of Government Ordinance no. 26/2000 on associations and foundations, as amended, have decided to amend and update the Statute as follows:

Art. 1.2. Name

a) The name of the Association is “Romanian Society of Pediatric ENT” (“Societatea Română de ORL Pediatrie”). b) The Society has its own logo.

Art. 2. Registered office

The registered office of the “Romanian Society of Pediatric ENT” Association is in Bucharest, 20 Constantin Brâncoveanu Blvd., Sector 4, M.S. Curie Hospital, ENT Clinical Department, 4th floor, Room M43 – Office of the Head of Clinic, pursuant to loan-for-use agreement no. 29912/02.06.2026 and Land Register extract no. 239636 Bucharest, Sector 4.

Art. 3. Legal form

The “Romanian Society of Pediatric ENT” Association, as a legal entity governed by private law, is a medical, autonomous, professional, non-governmental and non-profit organization of a scientific and educational nature, which brings together ENT specialists and physicians from other specialties whose professional and scientific interests are related to pediatric ENT, and which carries out its activity in accordance with Romanian law and this Statute.

Art. 4.

The “Romanian Society of Pediatric ENT” Association is autonomous, but considers it useful both to affiliate with other similar societies or associations, in Romania and abroad, and to affiliate with the “Romanian Society of ENT and Cervical Surgery”, as well as with other national or international societies or branches with similar objectives, maintaining mutual scientific relations with them through the organization of joint scientific events, exchanges of experience, exchanges of publications, etc.

Art. 5. The autonomy of the “Romanian Society of Pediatric ENT” Association consists of:

a) Organizing scientific events (congresses, conferences, symposia, round tables, etc.) at national level and with international participation; b) Coordinating the scientific events organized; c) Electing the President and the Board of Directors in the General Assembly, as well as establishing their number; d) Managing the funds obtained from membership fees, donations and subsidies, as well as from joint undertakings carried out on the occasion of various scientific events;

Art. 6. Duration

The duration of the “Romanian Society of Pediatric ENT” Association is unlimited.

CHAPTER II. PURPOSE, OBJECTIVES

Art. 7. Purpose

The purpose of the “Romanian Society of Pediatric ENT” Association is to bring together Romanian ENT specialists in order to raise the professional and scientific level of this scientific community, for the benefit of both patients and the ENT specialty.

Art. 8. Objectives

The objectives of the “Romanian Society of Pediatric ENT” Association are: a) raising the professional and scientific level of the community's activity in the field of pediatric ENT, for the continuous improvement of the quality of surgical care; b) collaborating on and continuously updating the training programs for pediatric ENT specialists and monitoring their implementation, together with the other bodies involved in this process; c) continuing medical education of specialists through appropriate programs, as well as developing criteria for their periodic accreditation, together with other bodies involved in this purpose; d) developing its own programs and participating in the development of national research programs; e) organizing national and international medical scientific events, in order to promote Romanian pediatric ENT worldwide; f) editing specialized publications; g) collaborating with higher-education medical institutions, research institutes and other professional and scientific organizations, in Romania and abroad, to achieve the above objectives; h) raising the awareness of legislative authorities, decision-makers in central and local public administration, and the media, in order to support the “Romanian Society of Pediatric ENT” Association in achieving its objectives; i) other lawful activities necessary to fulfil its purpose and objectives, including direct economic activities, provided that they are ancillary and closely related to the purposes of the Society.

CHAPTER III. MEMBERS, RIGHTS AND OBLIGATIONS

Art. 9. Members

The “Romanian Society of Pediatric ENT” Association is made up of Romanian and foreign physicians who wish to be part of the Association. Membership is obtained by paying an annual membership fee, based on a written request or a request made by means of direct remote electronic communication.

Art. 10.

Members of the Association may be: full members, corresponding members (Romanian and foreign) and honorary members. Only full members and Romanian corresponding members have deliberative voting rights. a) full members may be ENT specialists and senior consultants, or physicians from other surgical specialties – university staff, researchers in specialized institutes – who work in public or private healthcare units in Romania; b) corresponding members may be ENT residents or residents from other surgical specialties, from Romania or other countries, who apply for admission to the “Romanian Society of Pediatric ENT” Association; c) upon obtaining their specialty and paying the annual membership fee, Romanian corresponding members may apply to become full members; d) honorary members are proposed by the Board of Directors from among Romanian or foreign ENT specialists recognized nationally or worldwide, are approved by the General Assembly with a simple majority of those present, and are exempt from the membership fee.

Art. 11. Rights of members of the “Romanian Society of Pediatric ENT” Association

Members of the “Romanian Society of Pediatric ENT” Association have the following rights: a) to attend the general assemblies of the Association and to make proposals regarding the achievement of its objectives; b) to present papers based on personal experience or of general interest at the national or local events organized by the Association; c) to publish original articles presenting the results of their personal activity or that of the team they work in, as well as reviews, reports, etc.; d) to elect and be elected to the governing bodies of the Association. Only full members have deliberative voting rights. Honorary members and foreign corresponding members have only consultative voting rights.

Art. 12. Obligations of members of the “Romanian Society of Pediatric ENT” Association

Members of the “Romanian Society of Pediatric ENT” Association have the following obligations: a) to comply with the Statute and regulations of the Association, as well as with the decisions and resolutions of its governing bodies; b) to defend the interests of the Association and to support its activities, in Romania and abroad; c) to pay an annual membership fee, as established by the General Assembly or the Board of Directors.

Art. 13. Membership of the “Romanian Society of Pediatric ENT” Association may terminate:

a) by written request addressed to the Board of Directors; b) due to non-payment of the membership fee for more than 6 months; c) by exclusion by the General Assembly, at the proposal of the Board of Directors, by a simple majority of those present, for serious breaches of medical ethics and deontology or for acts incompatible with membership of the Association; d) by death.

CHAPTER IV. ORGANIZATION, MANAGEMENT, ADMINISTRATION, CONTROL

Art. 14. Organization of the “Romanian Society of Pediatric ENT” Association

The bodies of the Association are: a) the General Assembly, b) the Board of Directors, c) the Auditor.

Art. 15. General Assembly

(1) The General Assembly is the governing body constituted in accordance with the provisions of this Statute and consists of all the members of the Association. 1.1 Within the General Assembly, full members and Romanian corresponding members each have one deliberative vote. 1.2 Honorary members and foreign corresponding members may also attend the General Assembly, with consultative voting rights. 1.3 Members who, in a particular matter submitted to the General Assembly for decision, have a personal interest, or whose spouses, ascendants, descendants, collateral relatives or relatives by marriage up to and including the fourth degree have such an interest, may not take part in the deliberation or the vote; otherwise, they shall be liable for damages caused to the Association if the required majority could not have been obtained without their vote. (2) The General Assembly has the following powers: a) establishing the strategy and general objectives of the Association; b) approving the income and expenditure budget and the balance sheet of the Association; c) electing and dismissing the members of the Board of Directors; d) electing and dismissing the Auditor/members of the Audit Committee; e) establishing branches; f) deciding on amendments to the Statute and approving the amendments proposed by the Board of Directors or by 1/3 of its members; g) the dissolution and liquidation of the Association, as well as determining the destination of the assets remaining after liquidation; h) approving new honorary members, as well as the termination of membership, at the proposal of the Board of Directors; i) any other powers provided by law and by the Statute.

Art. 16.

The General Assembly meets once a year on the occasion of Congresses, National Conferences or other conferences or scientific events, and has the right to coordinate and control the Board of Directors, the Auditor/Audit Committee and the entire activity of the Association.

Art. 17.

(1) The General Assembly is convened at least 30 days before the date set for the meeting or, in urgent cases, at least 10 days before the set date, the latter applying if: a) an amendment to the Statute is necessary; b) situations arise that endanger the existence of the Association; c) at the written request of at least 1/3 of its members. (2) Convening the General Assembly is the prerogative of the Board of Directors, by means of a written notice stating the date, place and agenda, which shall be communicated to those concerned within 2 days of its drafting. (3) Together with the communication of the date, place and agenda of the General Assembly, the materials to be debated are made available to the participants. (4) Participants may request that items be added to the agenda, by written requests submitted to the Association's secretariat at least 2 (two) days before the date of the General Assembly. (5) The rules on the organization and functioning of the General Assembly are established by the Statute. The General Assembly may also be held by means of direct remote electronic communication, and its decisions may be signed by the members, including with a qualified electronic signature or an advanced electronic signature.

Art. 18.

1. Elections for the Board of Directors (President, Vice-President, Secretary and the 9 members) and for the Auditor/Audit Committee take place every 4 (four) years. No one may be elected to the same position for more than 2 consecutive terms. 2. The activity reports of the Board of Directors and of the Auditor/Audit Committee, the activity programs, the income and expenditure budgets and the balance sheets are debated and approved at the General Assembly.

Art. 19.

(1) The General Assembly may take place if at least half plus one of those convened are present. (2) If the quorum provided in paragraph (1) is not met, the General Assembly shall be reconvened after 10 days and may take place regardless of the number of those present. (3) Decisions of the General Assembly are taken by a simple majority of those present, except for decisions concerning the dissolution of the Association or the change of its purpose. (4) The General Assembly is chaired by the President of the Association or, in their absence, by their deputy. (5) Before proceeding to debate the items on the agenda, the person chairing the General Assembly must announce whether the quorum provided by the Statute has been met. (6) Minutes are drawn up at each General Assembly, recording its proceedings, the debates held and the decisions adopted. (7) Absent members are informed of the debates from the minutes kept at the Association's secretariat.

Art. 20. Board of Directors

(1) The Board of Directors ensures the implementation of the decisions of the General Assembly. The Board of Directors may also include persons from outside the Association, up to a maximum of one third of its members. (2) It consists of the President, Vice-President, Secretary and 9 members, with the following composition: Gheorghe Dan-Cristian – President Zamfir-Chiru-Anton Adina – Vice-President Iovănescu Gheorghe – Secretary Ionescu Diana – member Borangiu Andrei – member Buruiana Andrei-Mihai – member Neagu Alexandra-Cristina – member Dumitrache Panaiota – member Balica Nicolae-Constantin – member Cozma Romică-Sebastian – member Necula Violeta – member Anghelina Florin – member (3) In exercising its powers, the Board of Directors has the following duties: a) presents to the General Assembly the activity reports, the execution of the income and expenditure budget, the balance sheet, the draft income and expenditure budget, the calendar of scientific events, the draft programs of the Association, etc.; b) concludes legal acts in the name and on behalf of the Association, through the President, the Secretary or an authorized representative; c) approves the organizational chart and the staff policy of the Association; d) draws up the internal regulations; e) performs any other duties and tasks established by the General Assembly; f) decides on changing the registered office of the Association and proposes amendments to the Statute, which it submits to the General Assembly for approval; g) approves the affiliation of the “Romanian Society of Pediatric ENT” Association to other European and international medical associations; h) obtains donations, subsidies or other funds for organizing national and international scientific events, to be deposited in the Association's account; i) convenes the General Assembly in extraordinary session at the request of 1/2 of its members; j) proposes honorary members for approval by the General Assembly, as well as the termination of membership of the Association.

Art. 21.

1. Within the Board of Directors, all members each have one deliberative vote. 2. The provisions of Art. 15 para. 1.3 apply accordingly to the members of the Board of Directors. 3. Decisions of the Board of Directors that are contrary to the law, the articles of incorporation or the Statute may be challenged in court under the conditions provided in Article 19 para. 8. 4. The Board of Directors may authorize persons with executive functions or other competent persons to conclude certain legal acts in the name or on behalf of the Association, or to perform any other duties provided in the Statute or established by the General Assembly or the Board of Directors. 5. The Board of Directors meets whenever the needs of the Association so require and is convened, as a rule, 5 days in advance by the President or their deputy, who also chairs its meetings. 6. The Board of Directors deliberates validly in the presence of at least 1/2 of its members and adopts valid decisions with half plus one of the votes. 7. The Board of Directors may draw up its own internal rules of procedure. Meetings of the Board of Directors may also be held by means of direct remote electronic communication, and its decisions may be signed by its members, including with a qualified electronic signature or an advanced electronic signature. 8. The deliberations and decisions of the Board of Directors are recorded in minutes drawn up at each meeting.

Art. 22. Financial control

a) The economic, financial and management control of the Association is ensured by an Auditor/Audit Committee, elected by the General Assembly. The control of the economic, financial and management activity of the Association will be carried out by the Auditor: Horhat Ioana-Delia. b) In exercising its powers, the Auditor/Audit Committee has the following duties: 1) checks, at least once a year, how the Association's assets are managed; 2) draws up reports on the results of the actions undertaken and presents them to the General Assembly; 3) attends the meetings of the Board of Directors, without voting rights; 4) performs any other duties provided in the Association's Statute and/or established by the General Assembly in the field of financial control. c) The General Assembly approves the general rules for the organization and functioning of the Auditor/Audit Committee.

CHAPTER V. SCIENTIFIC EVENTS

Art. 23.

a) The scientific events organized by the “Romanian Society of Pediatric ENT” Association are of national interest (the National Congress and the National Conference) and of local or regional interest (possibly with national and international participation), as well as international events; b) The National Congress of the “Romanian Society of Pediatric ENT” Association takes place every 4 years and is organized by the President; c) The National Conference takes place every 2 years (in the years between Congresses) and is organized by the President; d) The General Assembly of the “Romanian Society of Pediatric ENT” is held on the occasion of Congresses, National Conferences or other conferences or scientific events; e) Local or general events (meetings or symposia) may have national or international participation; f) International participation is accepted at any of the above events.

Art. 24.

1) The initial patrimony of the Association consists of assets worth 1,400 lei, made up of the founders' cash contribution. The entire patrimony shall be recorded and kept, in accordance with the relevant Romanian legislation, in the name of the Association and shall be used exclusively to achieve its objectives. 2) The financial resources of the “Romanian Society of Pediatric ENT” Association come from: a) members' fees and contributions, b) donations, sponsorships, subsidies, c) interest and dividends resulting from the investment of available funds, under the law, d) funds resulting from research contracts, e) grants obtained from international organizations or from public or private institutions, in Romania or abroad, f) income obtained from the use of the assets in its patrimony, g) other income obtained lawfully.

Art. 25.

1. The main expenses of the Association are: a. salaries and salary supplements; b. allowances, bonuses and awards; c. procurement of materials; d. rent, interest, bank fees and commissions; e. accommodation, meal and transport expenses; f. water, sewerage, sanitation; g. electricity, heating and natural gas; h. stationery, printers and other office supplies; i. organizing training courses, competitions, congresses, conferences, etc.; j. purchasing equipment, materials and other goods necessary for carrying out the activity; k. other expenses incurred in compliance with the Statute and the legal provisions in the field. 2. Expenses are incurred in accordance with the income and expenditure budget and are approved by the person responsible for this area within the Board of Directors. 3. Salaries, allowances and other financial entitlements of members and administrative staff are established within the limits of the staffing plan and of the income and expenditure budget. 4. The Board of Directors may order the payment of awards, bonuses and the like from the available funds.

Art. 26.

The financial year begins on 1 January and ends on 31 December of each year.

CHAPTER VIII. DISSOLUTION AND LIQUIDATION

Art. 27. The Association is dissolved in the following cases:

a) by law: 1. upon the achievement or, as the case may be, the impossibility of achieving the purpose for which it was established, if this purpose is not changed within 3 months of such a finding; 2. the impossibility of constituting the General Assembly or the Board of Directors in accordance with the Association's Statute, if this situation lasts for more than one year from the date on which, according to the Statute, the two governing bodies should have been constituted; 3. the reduction of the number of members below the limit established by law, if this number has not been made up within three months; b) by decision of the court in whose jurisdiction the Association has its registered office, at the request of the Public Prosecutor's Office or of any interested person, if: 1. the purpose or activity of the Association has become unlawful or contrary to public order; 2. the purpose is pursued by unlawful means or by means contrary to public order; 3. it pursues a purpose other than the one for which it was established; 4. it has become insolvent; 5. in the event of failure to communicate the identification data of the beneficial owner within the legal deadline, the Association is dissolved by court decision, at the request of the Public Prosecutor's Office or of the National Office for the Prevention and Control of Money Laundering; c) by decision of the General Assembly. The “Romanian Society of Pediatric ENT” Association may be dissolved at the request of 2/3 of the members present, and this may be decided by the General Assembly with 2/3 of those present. Within 15 days from the date of the dissolution meeting, the decision of the General Assembly is filed with the court in whose jurisdiction the Association has its registered office, in order to be entered in the Register of Associations and Foundations.

Art. 28.

(1) In the event of the dissolution of the Association, the liquidators are appointed by the court or, in the situation provided by Art. 28 letter c, by the General Assembly, under penalty of the dissolution decision being deprived of legal effect. (2) Upon the appointment of the liquidators, the mandate of the Board of Directors ends. (3) Upon taking office, the liquidators draw up the inventory and the balance sheet, which must establish the exact situation of the assets and liabilities. (4) They are obliged to receive and keep the registers and any other documents of the Association and to keep a register of all liquidation operations, in chronological order. (5) The liquidators carry out their mandate under the control of the Association's Auditor/Audit Committee.

Art. 29.

(1) The liquidators are obliged to continue the legal operations in progress, to collect receivables and to pay creditors and, if the cash is insufficient, to convert the rest of the assets into money by selling the movable and immovable property at public auction. (2) The liquidators may carry out only those new operations that are necessary to complete those in progress.

Art. 30.

(1) The assets remaining after liquidation are transferred to the Romanian Society of Otorhinolaryngology and Cervico-Facial Surgery Association, for the purpose of awarding prizes to young pediatric ENT specialists who distinguish themselves in professional and scientific life, or to public-law legal entities with an identical or similar purpose, in accordance with the law. (2) If, within 6 months of the completion of the liquidation, the liquidators have not managed to transfer the assets under the conditions of paragraph (1), they shall be assigned by the competent court to a legal entity with an identical or similar purpose. (3) The date of transfer of the assets is the date of the handover report, unless a later date has been established therein.

Art. 31.

(1) Upon completion of the liquidation operations, the liquidators hand over the management account to those entitled only after the expiry of a period of 6 months from the publication of the dissolution of the Association. (2) The liquidators are also obliged, within two months, to file the balance sheet, the journal and a memorandum, to declare the liquidation operations to the court in whose territorial jurisdiction the Association has its registered office, and to complete all procedures for publication and removal from the Register of Associations and Foundations.

Art. 32.

If no objection is registered within 30 clear days from the filing of the balance sheet, it is considered definitively approved, and the liquidators, with the authorization of the court, will hand over to those entitled the assets and sums remaining from the liquidation, together with all the registers and documents of the Association and of the liquidation, after which they are considered discharged of the obligations assumed.

Art. 33.

(1) The Association ceases to exist on the date of its removal from the Register of Associations and Foundations. (2) The removal is carried out on the basis of the certificate issued to the liquidators, attesting their discharge from the obligations assumed.

CHAPTER IX. FINAL PROVISIONS

Art. 34.

Any amendment/addition to this Statute is made by entering the amendment in the Register of Associations and Foundations kept at the registry of the court in whose jurisdiction the Association has its registered office, with the appropriate application of the legal provisions.

Art. 35.

The Association has a logo and a stamp, as well as bank accounts.

Art. 36.

This Statute was adopted by the General Assembly of the Association on 02.06.2026, at 13:00, in the Orhideea Hall, Crowne Plaza Hotel, Bucharest, and bears the signatures of all members who agreed to its amendment, according to the annexed table, which forms an integral part of the Statute. Concluded today, 02.06.2026, in 4 original copies, comprising 16 pages (14 pages of the Statute and 2 pages of the annexed table with the signatures of the members who agreed to its amendment). Mr. IOVĂNESCU GHEORGHE is authorized to carry out all legal formalities for the amendment and to carry out the procedure for implementing the decisions taken.