SECTION I
General assembly

ART. 14 GENERAL ASSEMBLY
THE ORGANIZATION OF THE ASSOCIATION is provided by the General Assembly constituted from all the members and shall have the following structure:

1. General Assembly
2. Directory Board
3. Auditor / Audit team

ART. 15 DUTIES OF THE GENERAL ASSEMBLY
The general assembly constituted from all members is the highest decision making board of the association. The duties of the general assembly are as follows:

- elect the members of the Steering Committee (Directory Board) for an office term of 2 years, but continuation of the board must be confirmed by the General Assembly after one year;
- approve the objectives and strategy of the association;
- approve the revenue-expenditure budget and accounting balance sheet;
- elect and dismiss the auditor/ members of the audit team;
- establish branches;
- amend the constitutive act and statute;
- dissolute or liquidate the association, as well as establish the destination of the assets left after liquidation;
- approve and amend the budget for the next year
- approve the fee quantum.

ART.16 GENERAL ASSEMBLY MEETINGS
The general assembly convenes for ordinary meetings once a year and for extraordinarily meetings by decision of the Board or on demand by at least 1/4 of the members of the association by submitting the agenda for the requested meeting

Convening of annual meetings is to be notified 4 weeks in advance, extraordinary meetings have to be convened 14 days in advance by written notification and by written summons with confirmation of receipt. The meeting of the general assembly takes place at the head offices of the association or in other place shown in the summons.

Membership status grants the right of vote in the general assembly. Companies will be represented in the general assembly by their director general or executive manager or by a representative nominated in writing by the company.

ART.17 DECISSIONS OF GENERAL ASSEMBLY
To be valid, decisions of the general assembly must be adopted as follows:
a. at first session, the necessary quorum is 2/3 of the number of members and the vote of the majority of attending members
b. at second session is necessary the vote of the majority of attending members
c. the absent member's vote is accepted by written mandate given to another meeting attending member.

SECTION II

ART.18 DUTIES OF THE STEERING COMMITTEE (Directory Board)
The Board provides implementation of decisions taken by the general assembly and, in exercising its competence, has the following duties:

1. submits the general assembly the report of activity over the last period, fulfilment of the revenue-expenditure budget, accounting balance-sheet, draft revenue-expenditure budget and draft projects of the association;
2. concludes legal acts on the name and behalf of the association (even through persons that do not belong to the association but are vested them with power of attorney by the Board, Art. 26 of OG 26/2000);
3. approves the organizational chart and the personnel policy of the association;

a. employs the management of the association
b. approves the annual business plan prepared by the management
c. administrates financial resources, mobile and fixed assets in the property of the association;
d. decides the relocation of the Association's head office;
e. proposes the general assembly to receive or exclude members
f. performs any other duties established by the general assembly

ART.19 COMPOSITION OF THE STEERING COMMITTEE

The Board is composed of 11 members, which shall include:

1 representative of port operators
1 representative of shipping lines
1 representative of ships agents
1 representative of shipyards
1 representative of port administration
1 representative of port workers (union)
1 representative of CoC
1 representative of local municipality

Representatives will be nominated by the relevant companies or institutions; three candidates shall be nominated by the General Assembly.

1. Members of the Board are elected for a period of 2 years but must be reconfirmed by the General Assembly after one year given the possibility to be re-elected.

2. The Board will elect out of its members a president and 2 deputies for a period of one year

3. Members of the Board can not be auditors

4. The Directory Board employs the general director and establishes the salary for the manager and the other employees of the association

5. Approves the budget plan and business plan elaborated by the general director

ART. 20 REPRESENTATIVE OF THE ASSOCIATION
The president, elected by the Board, is the legal representative of the association. His signature obliges the association as legal entity in relation to third parties

1. The right of representation of the president of the association may be temporarily transferred, during the period when he can not discharge his duties, to one of the deputies

2. A member of the Association having a managerial position in the association shall not receive any payment for his efforts by the association

ART. 21 BOARD MEETINGS
The Board convenes at least once quarterly or whenever necessary.
Convening is notified by the chairman or his deputy by at least 14 days before the date established.
The Board conclusions are valid if at least 2/3 of its members adopt decisions by half plus one votes.
Proceedings and decisions of the Board are recorded in minutes taken at each of the meetings.

SECTION III
FINANCIAL CONTROL

ART. 22 FINANCIAL CONTROL
Internal financial control is provided by an auditor/audit team elected by the general assembly for a period of 2 years.

ART. 23 DUTIES OF AUDITORS
The auditor/auditing team has/have the following duties:

· verify the manner in which the assets of the association are administrated;
· work out reports and submit them to the general assembly;
· may participate in meetings of the Board without the right to vote;
· other duties established by the general assembly.

ART. 24 FISCAL YEAR
Fiscal year commences on January 1st and closes on December 31st.
The first fiscal year commences on the date the association is established.