Article of Association

ARTICLE OF ASSOCIATION

 

 

The Association shall be governed by this Article of Association

under the rules of Act 1989 II. of Hungary

 

 

 

I. General provisions

 

1.1.      The Association shall be called in Hungarian: SZÖVETSÉG BUDAPEST REGIONÁLIS ÜZLETI KÖZPONTTÁ FEJLESZTÉSÉÉRT

            The Association shall be called in English: ASSOCIATION FOR THE DEVELOPMENT OF BUDAPEST AS A REGIONAL BUSINESS CENTER

            The Association short name in Hungarian: BUDAPEST REGIONÁLIS ÜZLETI KÖZPONT SZÖVETSÉG

            The Association short name in English: BUDAPEST REGIONAL BUSINESS CENTER ASSOCIATION

 

1.2.      Address of the Association: 1113 Budapest, Bartók Béla út 92-94/B1. VI/39.

 

1.3.      The Association is working in the Republic of Hungary.

 

1.4.      The Seal of the Association contains the name of the Association.

 

1.5.      The Association is a legal person.

 

II. Objectives and activity of the Association

 

2.1. The objectives of the Association shall be to foster regional business concentration of the international companies regarding their Hungarian operation, to raise competitiveness of the Hungarian economy, to improve the economic climate in Hungary playing influential role on decision making process in economic policy of the country.

 

2.2. The key objectives are:

- To promote the region of Budapest and the Hungarian economy to be able to fulfill the role of a Regional Business Center in Central and Eastern Europe;

- To disseminate this strategic objective in the international business community;

- To assist to the Hungarian Government and Public Administration in order to achieve and pro-business economic climate.

 

III. Membership of the Association

 

3.1       The members of the Association must be a legal entities. Corporate membership shall be opened to Hungarian and international companies, firms, chambers and other organizations.

 

3.2.      Members of the Association are the founding and ordinary members.

 

3.3. Founding members are legal entities who accepted the present Article of Association, paid the membership fee and entered the Association.

 

3.4. Ordinary members are legal entities, who submit their applications to the President with 2 founding member's recommendation. The application shall be accepted by the next General Meeting.

 

3.5.      Rights of the member

a) to participate the General Meeting and to vote;

b) to make proposals, to make claims, to appeal to the Association's organs;

c) to participate in the Association's activity;

d) to elect and to be elected to the Association's organs.

 

3.6.      Duties of the member

a) to keep the rules of the present Article of Association

b) to carry out the Association's goals

c) to pay the membership fee.

 

3.7.      Cessation of the membership

a) in the case when legal entity is ceased

b) resignation of the member by written notice,

c) by cancellation of the membership

d) Exclusion from the Association

 

The Board may terminate the membership of any member whose annual membership fee remains unpaid within 1 year despite a written notice sent to him by ¾ majority, who violates 3.6 point, endangers or hinders objectives of the Association. There is a possibility to appeal against the above mentioned decision to the General Meeting.

 

IV. General Meeting

 

4.1.      The supreme organ of the Association is the General Meeting, which consists of all members. The members are represented by their authorized representatives

 

  1. The General Meeting shall be held minimum once each calendar year till the 15th of May.

The GM should be summoned by an invitation letter 15 days prior to the event, noting that in case of quorum is not fulfilled, the meeting will be repeated and valid regardless of the number of members present.

General Meeting should be also summoned by the President if 10% of the members requires stating the reason and purpose for summoning. At General Meetings of the Association at which President of the Association is present he shall take the chair, in his absence a member elected by the meeting shall take the chair.

 

4.3.      The followings shall fall within the exclusive competence of the General Meeting

a) establishment and alteration of the Article of Association;

b) election and removal of the Board;

c) setting up and terminating committees, to elect and recall the members of the committees;

d) to adopt a financial statement of the Association's accounts to the end of the preceding year and with the president's approval to determine the budget;

e) to adopt the report of the Board;

f) to make final decision about removing of any member from the Register of members in case of appeal;

g) decision on dissolution the Association without legal successor, or to make decision on merge with an other Association and to make decision about the remaining property;

h) to determine the annual membership fee.

i) any other matter which is set to the authority of GM by law.

 

4.4.      The authorised representative of each firm or other body who is a member present at a General Meeting shall be entitled to one vote upon every motion, and in the case of equality of votes the Chairman of the General Meeting shall have a casting vote.

4.5.      The General Meeting has quorum if at least half +1 of the members are represented by authorised representatives. If the General Meeting fails to have a quorum the repeated general meeting should be summoned within 15 days. The members should be informed about the repeated GM in the original invitation letter , noting that in case of  it is inquorate the meeting will be repeated and valid regardless of the number of members present.

 

  1. Resolutions of the General Meeting are passed by simple majority of votes.  The General Meeting may decide on passing resolution by secret ballots. The General Meeting shall pass resolutions on the issues under paragraphs 4.3 a) and f) by 3/4 of the votes.

 

4.7       In case of equal votes the Chairman of the General Meeting Board decides.

 

V. The Board

 

5.1. The Association shall be managed and represented by the Board.

The Board is elected by the founding members for a definite period of time, till the next General Meeting, but for a period of no more than 1 year. They are working without remuneration but his invoiced costs shall be covered by the Association.

 

5.2.      Board will have the power to

a) represent the Association

b) call the General Meeting and prepare the General Meeting's agenda

c) report to the General Meeting about the Association's activity

d) keep the register of Members.

e) Make decisions on all issues which are not assigned to the competence of the General meeting.

 

5.3.      The operation of the Board:

 

The Board will meet at least once a month. Decisions are passed by simple majority of votes. The meeting is summoned by the President. The meeting has a quorum if all the 3 members are present.

 

VI. Representation of the Association

 

The representation and proper signature on behalf of the Association shall be effected by 2 members of the Board adding their own signature to the written sealed or printed name of the Association in accordance with his certified specimen signature.

The members of the Board are:

President: István Szabadföldi, CEO, Bancraft Kft.

Vice President: Rudolf Riedl, CEO, Strabag Kft.

Vice President: István Fekete, CEO, Henkel Magyarország Kft.

 

 

VII. Operation of the Association

 

7.1. The Association is a non profit organisation. Its budget comes from the membership fees and by donations given by private and corporate persons. The Association may carry out project or business activities related to its objectives only on a secondary basis.

 

7.2. The founding members shall pay HUF 50.000.- membership fee at the entrance.

 

The membership fee shall be decided by the General Meeting and should be paid at the entrance or till 31st of March every year.

 

VIII. Termination of the Association

 

The Association shall be terminated

a.) If it resolves its termination without legal successor by the decision of the GM

b.) If it resolves its termination with legal merge with an other Association by the decision of the GM

c.) If terminated by official authority

d.) Dissolution

 

 

IX. Closing provisions

 

In all matters not provided in this Article of Association the provisions of the Hungarian Civil Code and Act 1989. II. shall be applied.

 

This Article of Association was accepted by the Founding General Meeting of the Association on the. September 30, 2002.

 

The Founding Members having read and understood this Article of Association and having found it to be accordance with heir will sign it as a taken of their confirmation.

 

Budapest. September 30, 2002.

 

…………………………                   .……………………..                        .…………………..

President: István Szabadföldi                       Recording secr.: Enikő Nagy             Certifier: Antal Kuthy

 

…………………………..                                        ……………………….

Vice President: István Fekete                                   Vice President:  Rudolf Riedl

 

Countersigned by:

Dr. Éva Sándor

Lawyer