In Romania, can an NGO legally pay a board member for services, and how should we document it?
Lawyer Answers
Buju Stanciu & Asociatii
Under Government Ordinance 26/2000, a board member who has a personal interest in a transaction with the NGO must disclose the conflict and abstain from the board vote approving that transaction. This means the IT engagement must be formally proposed, the interested board member must declare the conflict in writing, and the remaining board members must approve the arrangement by vote. Skipping this process does not just create governance risk; it can make the contract voidable.
Paying a board member for services does not, by itself, jeopardise your NGO status. Romanian NGOs are permitted to carry out economic activities and enter into service contracts. The key constraints are that the payment must be at market rate.
The cleanest approach is a standalone services contract (civil contract or PFA invoice arrangement), clearly separated from the board mandate. It should define a specific scope of IT services, deliverables, and a fee benchmarked to market rates.
At Buju Stanciu, we regularly advise NGOs on governance-sensitive engagements like this. We would review your statutes for any additional restrictions, draft the board disclosure and resolution, and prepare a compliant services contract, typically within a few days.
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