Chapter I : General provisions
 
Art. 1 The ASPERA ProEdu Brasov Foundation is a Romanian private law corporation, organised under the provisions of Order 26/2000 issued by the Romanian Government, as well as according to the free will expressed in the articles of incorporation by its founder Lidia Bradley, born Gheorghiu. The ASPERA ProEdu Brasov will carry out its activity in accordance with and subject to the provisions of the present articles, regulations and bylaws, as approved by the Board of Trustees and its founder - and the Romanian laws in force.
 
Chapter II : Purposes and objectives of the Foundation
 
Art. 5 The purpose of the Foundation is to engage in non-profit activities in order to:
 
a) Support educational and training activities at gymnasium, high-school and university level (particularly technical university training).
 
b) Support financially and logistically the furthering of academic exchanges between accredited educational establishments in Brasov and establishments from abroad, particularly from the USA.
 
Art. 6 The activities of the Foundation may benefit any person, with no discrimination of race, sex, ethnic origin, political or religious option and membership.
 
Art. 7 To achieve its purposes, the Foundation may collaborate with natural persons or corporations having the same purposes, from Romania as well as from abroad (partnerships, representations, take-over of funds, etc.)
 
Art. 8 The Foundation will achieve its proposed objectives by engaging in programs and/or projects, if necessary on the basis of social inquiries, but only in exceptional cases as a result of direct personal applications.
 
Art. 9 The Foundation may engage in accessory economical activities tightly related to the purposes set by the foregoing articles.
 
Art. 10 Should the Foundation set up a company, the resulting dividends shall be reinvested immediately, or be included in the budget.
 
Art. 11 To achieve its purposes, the Foundation may carry out such activities as:
 
(1) Grant awards to young students of Brasov, for outstanding performances in national or international contests;
 
(2) Make endowments of IT (hardware and software) to schools of various levels;
 
(3) Grant scholarships to students in their last 3 years of studies in mechanical engineering, particularly in the domains of aircraft and vehicle constructions, or to students preparing their doctorates - the Ticusor C. Gheorghiu scholarship;
 
(4) Contribute to the equipment of didactic laboratories in disciplines connected to aircraft and vehicle constructions;
 
(5) Create and periodically update specialty libraries for disciplines connected to aircraft and vehicle constructions, providing subscriptions to specialised periodicals in these fields of technical research (The Constantin C. Gheorghiu Book Fund);
 
(6) Create and subsequently upgrade a computer network for the exclusive use of students in the department of aircraft constructions or energetics and environment protection, to provide the didactical and research software required;
 
(7) Improve and support the communication systems in university networks, to promote open and distance learning
 
(8) Fully or partly cover the costs of training or refresher courses in foreign languages or technical and technological education;
 
(9) Fully or partly subsidise the travelling expenses of young teachers (under 40 years of age) attending international conferences, seminars (particularly in the domains of mechanical engineering, environment engineering, educational techniques);
 
(10) Fully or partly provide the funds for editing and printing manuals, monographies, textbooks in the domains of mechanical engineering, environment engineering, educational sciences;
 
(11) Identify and submit for approval to the ASPERA Romanian Educational and Charitable Foundation, Inc. candidates for scholarships, subsidies and other financial support for training at various levels and duration abroad and particularly in the USA;
 
Chapter III Patrimony of the Foundation
 
Art. 12 The initial patrimony of the Foundation is of $15,000.
 
Art. 13 The patrimony may be increased by the founder's contribution, but also from other resources, in accordance with the provisions of the law:
a) Interest and dividends obtained by placing the available funds under the provisions of the law;
b) The dividends of the companies set up by the Foundation;
c) Benefits resulting from direct business activities;
d) Donations, sponsorships or legacies;
e) Funds transferred from the state and/or local budgets.
 
Chapter IV : Conduct, management and control of the Foundation
 
Art. 14 The conduct, management and control of the Foundation are carried out by: The Board of Trustees, The Executive team and the Censor
 
Art. 15 The Board of Trustees shall manage the activities, affairs, business and programs of the corporation. The board of trustees manages the funds, applies for, accepts or rejects contributions, has full powers to sign contracts, recruit personnel and assign responsibilities to the officers. Also, the Board of trustees shall rule concerning the executive positions within the Foundation, the tutelary principles, the policy of the Foundation and has the right to modify the hereby articles of incorporation.
 
Art. 16 The number of members of the board shall not be less than 3 (three) and not exceed 7 (seven).
 
Art. 17 Initially, the board of trustees will be appointed by the founder. Subsequently the board will be elected from amongst the most important suppliers of funds, in excess of 30% of the annual budget of the Foundation (on request), or any other persons designated by them. New members can be nominated and elected by the acting Board only consequently to an unanimous vote.
 
Art. 18 Any member of the board may resign at any moment.
Art. 19 All applications for financial backing, subsidies or assistance shall be thoroughly and completely argued, or will become the object of a project (file) as set forth by the articles of the corporation.
 
Art. 20 The final decision of admitting or rejecting a candidate or a project belongs to the Board of trustees and shall be taken with a majority of 2/3 of its members. The founder will have a right of veto. To become effective, the programs/projects require the prior approval of the Board concerning their financing and content.
 
Art. 21 The board of trustees shall meet at least three times a year, to discuss the financial report, to evaluate the progress of the projects and to identify new projects or strategies. The decisions concerning the strategies and policies of the Foundation shall be taken by unanimous vote, any member having the right to abstain or to ask for the decision to be postponed. Decisions may be taken either personally or transmitted by fax, e-mail or any other accepted means of communications.
 
Art. 22 Should the members of the board consider that certain analysis and decisions are beyond their competence of expertise, they may invite certain personalities of high moral standards and acknowledged professionalism to join the Board in an extended meeting. Their presence on the Board shall be temporary and their vote consultative.
 
Art. 23 Any member of the Board, with the exception of the founder, may be removed by the unanimous vote of the remaining members, during two meetings called consecutively. The only grounds for removal accepted shall be unethical behaviour, non-commitment, blocking or diverting the purposes of the Foundation. Special meetings may be called at the request of 2/3 of the members.
 
Art. 24 The executive team will hold:
1) 2 executive directors, in charge of projects;
2) 1 technical-administrative director;
3) 1 treasurer (financial secretary).
The members of the executive team are natural persons, payed by he Foundation, resposable for the functioning of the Foundation and the implementation of its projects. In time, if required by the development of the activities, additional full time or part time positions may be created, such as: Assistant of the Executive Director, legal adviser, etc.
 
Art. 25 The Executive Director shall conceive, plan, organise and follow-up the achievement of projects. The Executive Directors may be members of the Board of Trustees.
 
Art. 26 The Technical and Administrative Director is in charge of the logistics, maintenance and endowment, replenishment and transport, and shall carry out the decisions taken by the Board concerning equipment.
In the occurrence of current or special activities subcontracted by decision of the Board with third parties, the technical and administrative director shall have the responsibility to follow up on the technical terms and the delays stipulated by the contracts. Together with the executive directors, s/he will make sure that the terms of the contracts with the beneficiaries (after donation) are carried out.
 
Art. 27 The Treasurer or Financial Secretary shall keep full and accurate accounts of receipts and disbursements of the Foundation (according to the approved projects), issue payments due to all parties involved in the implementation of the projects, draw up and submit financial reports periodically. The treasurer shall not be a voting member.
 
Art. 28 To achieve its purposes, the Foundation may subcontract parts of the activities to third parties.
 
Art. 29 The Censor is in charge of the internal audit of the corporation. Prior to the inception of the Corporation, he is appointed by the incorporator for a term of 2 years and thereafter is elected by the Board of Trustees. S/He shall not be member of other structures of the Corporation and his/her activities are remunerated.
The Censor has the following responsibilities:
1) to check on the administration of the patrimony;
2) to draw-up mid-term reports and submit them to the Board of Trustees;
3) s/he may attend the meetings of the Board of Trustees, but cannot vote;
4) s/he may submit to the Board and the Executive Team suggestions concerning the next financial year.
Art. 30 The minutes, contracts and financial records as well as any other document of the Corporation can be examined by any member of the Board or the Executive Team, at any time, subsequently to a written application stating the reasons for the examination registered in due time.
 
Chapter V : Financial Transactions Regulations
 
Art. 31 The Funds of the Corporation shall be deposited in a bank designated by vote by the Board of Trustees.
 
Art. 32 The persons entitled to sign accounting or financial records shall be designated by the Board for at least 6 month.
 
Art. 33 The persons entitled to sign contracts committing the Corporation shall be designated by the Board during regular meetings.
 
Art. 34 The Corporation shall have custody of all documents recording transactions, payments, wages, account movements, as well as of the minutes of the Board of trustees or Executive team meetings.
 
Art. 35 No part of the net earnings or income of this Corporation shall inure to the benefit of, or be distributed to, its members, officers or trustees.
 
Art. 36 The Foundation will pay reasonable compensation to any person, who on a permanent or temporary basis, efficiently and appropriately works for the achievement of its purposes. Any person who deliberately, or by incompetence, or lack of diligence, causes material losses or the failure of certain projects, or damages the image and prestige of the Foundation, or takes actions contrary to or against the best interests of the Foundation shall disqualify for compensation rights. The decision to suspend wages is taken by the incorporator who shall simultaneously present a report to the members of the Board justifying the decision.
 
Art. 37 Transfers of funds from the budget of the Foundation to natural persons or corporations are not authorised unless they are the result of a partnership or collaboration. In such occurrences, the Foundation shall have the right to follow-up on the application of funds and be entitled to a detailed report from the beneficiary of the transfer. Likewise, should the Foundation become beneficiary of such transfers, all documents justifying the application of the funds shall be readily produced on request.
 
Chapter VI : The Dissolution of the Foundation
 
Art. 38 The Foundation dissolves by judicial decision according to the laws in force.
 
Art. 39 Upon the dissolution of this Foundation, the assets left after the liquidation cannot be transferred to natural persons. These assets can be transferred within 6 months from the liquidation, to private or public law corporations, former partners or beneficiaries of the Foundation, of identical or similar purposes, determined by the simple majority vote of the Board of Trustees.
 
Art. 40 Should the dissolution be the consequence of a judgement pronounced by the Court of Justice, the assets remaining following the liquidation shall be distributed by the local Government of the district of Brasov to non-governmental organizations with similar purposes, from the department of Brasov.