A MOB és a MPB stratégiai partnere

Articles of Association

Public Benefit Report 2010

http://www.flowpr.hu/bom/2010/BOM_2010_eredmeny.pdf

http://www.flowpr.hu/bom/2010/BOM_2010_kiegmelleklet.pdf

http://www.flowpr.hu/bom/2010/BOM_2010_kozhasznu.pdf

http://www.flowpr.hu/bom/2010/BOM_2010_merleg.pdf

 

Preamble 

which was adopted by the Founding Members at their Inaugural Assembly Meeting held on March 3, 2006 in accordance with their freedom of association defined by the Constitution of the Republic of Hungary as a fundamental right, pursuant to the provisions of Act II of 1989 on the Right of Association and pursuant to the provisions of the Civil Code, as follows:

 

I. General Provisions

Name of the Association:   Budapest Olympics Movement

Legal Form of the Association: public benefit association

The Association’s registered seat:   H-1122 Budapest, Városmajor u. 44.

BOM Association’s tax registration number: 18257812-2-43

The Association is active throughout Hungary.

The Association is a voluntary non-governmental organisation with a self-governing body and registered membership, founded with the aim of completing the objectives described below and it coordinates the activities of its members specifically to achieve those objectives.

The Association is sponsored mainly through membership fees as well as private and corporate donations.

The Association is not directly involved in politics, it is independent from and does not sponsor any political parties.

The Association offers public benefit services to both members and non-members. The Association publishes its public benefit service and funding scheme offerings online on its website.

The Association’s business activities include activities exclusively aimed at achieving its public benefit objectives without jeopardizing those objectives. Profits earned via business activities will not be distributed among the Association’s members; they will fully go towards public benefit purposes described below.

 

II. Association Objectives and Tasks

The Budapest Olympics Movement is an umbrella organisation for NGOs and individuals who share the belief that Hungary - backed by a civil initiative, inspired by true national unity and with the involvement of key decision-makers - will be a suitable candidate by the end of the first quarter of the 21st century to organise the summer Olympic and Paralympic Games, and that Budapest should bid to host the next summer Olympic and Paralympic Games (2016). The Association’s members are convinced that hosting the Olympics serves the long-term interests of both Budapest and Hungary, and will have far-reaching benefits for our future. A grand endeavour by Hungarian spirit, economy and sports prowess, the Olympics will set an example for new generations to come and will throw Hungary into the international spotlight.

The Budapest Olympic Movement is a non-political organisation, whose objectives include promoting the ideal of the Budapest Olympics, its acceptance by society and decision-makers as well as participation and encouraging participation in the organisation process.

The key objectives of the Budapest Olympics Movement include in particular:
· to present a feasibility study on the technical and economic requirements of the Hungarian Olympics,
· to drum up political support; to develop and represent a common position on Hungary’s commitment to the Olympics across all party platforms and with the involvement of all stakeholders, including the government of Hungary, the municipality of Budapest, the Hungarian Olympic Committee and the Hungarian Paralympic Committee,
· to organise a nationwide promotion campaign in the form of cultural and sporting events as well as youth competitions in order to recruit support for the cause of the Hungarian Olympics among the general public,
· to encourage involvement in creating the legal background for organisational planning: to draft an Olympics law, a Budapest municipality resolution on hosting the Olympics and the formal backing of the Hungarian Olympic Committee and the Hungarian Paralympic Committee,
· active involvement in drafting the Olympic bid,
· to mobilise people and to recruit volunteers for organisational process regarding the Budapest Olympics,

The Association’s activities are in accordance with the requirements of public benefit organisations in as much as its objectives and tasks include the public benefit activities defined in Subsections 5, 10, 14 and 19 of Paragraph (c) Article 26 of Act CLVI of 1997, as follows:

5. cultural activity,
10. child and youth protection, child and youth protection advocacy
14. sport, with the exception of any sport activity performed under a contract of employment or under a civil service contract.
19. Promoting Euroatlantic integration

 

III. Association membership

The Association consists of regular and supporting members.

Eligible to become the Association’s open, regular members are any individuals or legal entities and unincorporated companies of Hungarian and foreign domicile who accept the provisions of the Articles of Association as binding and who undertake to contribute to furthering the Association’s objectives and who pay a membership fee.

In the first year, the membership fee is HUF 3,000 per year (for individuals) and HUF 10,000 per year (for legal entities and unincorporated companies). Decisions to increase or reduce the membership fee following the first year are made by the Association’s General Assembly.

Candidates applying for membership are to send their applications to the President of the Association. New regular members are accepted via written recommendations by three existing regular members, which must be factually stated in the minutes of the annual general assembly. Decisions on accepting new regular members - upon written recommendations by three regular members - are adopted by a majority vote of the Association’s Executive Board in the first instance. Appeals against the decision are to be submitted to the General Assembly. The General Secretary is responsible for maintaining the membership register.

Eligible to become the Association’s supporting member are Hungarian and foreign nationals, legal entities and unincorporated companies who accept the provisions of the Articles of Association and who provide moral and/or financial support or services to promote the Association’s objectives, but who do not wish to become regular members. Supporting members do not pay a membership fee; the extent and form of their contribution is regulated by an agreement signed with the Association at the time of their acceptance. Supporting members do not have a right to vote at the General Assembly.

 

IV. Membership may commence

· at the time of foundation of the Association,
· by admission,
· by merger with another organisation
· by supporting activity.

 

V. Membership may end

· by cancellation of membership,
· by expulsion (Association members who seriously breach the provisions of the Articles of Association may be expelled. Decisions to expel a member is made by the Executive Board of BOM and, at appeal level, by the General Assembly),
· by deletion (members who fail to meet their payment or service obligations within 6 months after they become due in spite of served notice are to be deleted from the register),
· by member’s death, or by termination without a legal successor of a member legal entity,
· by dissolution of the Association without a legal successor.

Members may at any time notify the President of their decision to cancel their membership. Such notification to the President must always be made in writing, who will, without delay, action a financial settlement with the outgoing member. The President will inform BOM’s membership about the termination and its underlying circumstances – as required – at the next General Assembly. Membership is terminated upon the member’s notification of cancellation. Members who have submitted their cancellation notice may no longer exercise their membership rights.

The Association may cancel the membership of any member who fails to pay their membership fee by the deadline specified in a written notice of payment served to that member. The payment notice must include a clear warning that the member’s failure to pay their arrears by the specified deadline may lead to cancellation of their Association membership and the removal of their name from the Association’s registry. Decisions to cancel a membership fall within the authority of BOM’s Executive Board, which may be contested by submitting an appeal to the General Assembly within 15 days following receipt of the notice of cancellation.

Members who repeatedly or consistently fail to meet their obligations, or severely hinder the Association’s operations, or jeopardize its objectives, or otherwise their conduct is not in compliance with the spirit of BOM membership may be expelled by the Association.

Expulsion may be proposed by any member. Members facing expulsion are to be notified in writing about the launch of the expulsion proceedings. Members must be interviewed by the Executive Board of BOM in a hearing before passing a resolution on expulsion. Decisions to expel a member – except for members of the Executive Board - fall within the authority of the Association’s Executive Board. Decisions to expel an Executive Board member fall within the authority of the General Assembly. Expelled members may appeal against the General Assembly’s resolution that effect within 30 days after the resolution was passed by filing a lawsuit with the Budapest Municipal Court. Members must be notified of the resolution on expulsion within 15 days after the resolution was passed. Association members may contest the resolution on expulsion by submitting an appeal to the General Assembly within 15 days of the resolution’s delivery. Appeals do not have a suspensory effect on the execution of the resolution on expulsion The Chairman of the Association shall convene the General Assembly regarding an appeal within 15 days of receipt thereof. Decisions on appeals are made by the General Assembly by secret ballot and a simple majority of votes. Member may file a counterclaim against the General Assembly’s decision regarding the appeal with the Budapest Municipal Court within 30 days after the resolution is passed. Each resolution on expulsion must be put in writing separately and must be accompanied by an explanation of the resolution and information on the legal remedies available to the member, and must be sent or delivered to the member by means which can be proved.

Upon termination of a membership, the Chairman will have the member struck off from the membership register by informing the Executive Board accordingly.

 

VI. The rights and obligations of Association members

The rights of regular members:
· every member of the Association has the same voting power,
· they can attend the Association’s General Assembly meetings,
· they can take part in electing the Association’s Executive Board and Supervisory Board members and their president/chairman,
· they can take part in adopting General Assembly resolutions,
· they are electable to hold an office (with the proviso that they have Hungarian citizenship or they have overseas citizenship with a permanent or temporary residence permit or immigration permit for the territory of the Republic of Hungary, and they are not stripped of their right to participate in the conduct of public affairs)
· they can express their opinion and make proposals concerning any aspect of the Association’s operations,
· they can make use of any benefits offered by the Association, in accordance with the provisions of its Articles of Association.

The rights of supporting members:
· they can attend the Association’s General Assembly meetings,
· they can express an opinion and make suggestions concerning any aspect of the Association.

The obligations of the Association’s members:
· to abide by the Articles of Association and any resolutions of the Association,
· to look after the Association’s assets,
· to make an active contribution to the Association’s joint endeavors under their commitment,
· to pay the agreed membership fees and donations, provide the agreed services.

BOM members qualifying as legal entities and unincorporated companies shall exercise their rights and discharge their obligations arising from their membership through their representatives duly registered by the organisation in charge of managing their company records.

Members are liable for any damage they might cause to the Association in accordance with the provisions of the Civil Code.  

 

VII. The Association’s organisational structure

a) General Assembly
b) Executive Board
c) Supervisory Board

The General Assembly

The General Assembly is the Association’s supreme governing body, which is composed all the members and which has authority to make decisions in all matters concerning the Association. The General Assembly’s all meetings are open to the public and convened by the Chairman. Members can exercise their right to vote in person, whereas members qualifying as legal entities can exercise their right to vote through their legal representatives.

The General Assembly must be convened as often as is deemed necessary, but at least annually, always by 31 May of the subject year (Ordinary General Assembly). An Extraordinary General Assembly must be convened upon written request by one third of the regular members submitted to the Executive Board by naming the reason for and objective of their motion, or if doing so is deemed necessary by any of the Association’s officers, or if doing so is required by a court of justice. The venue, date, time and agenda of the General Assembly shall be specified by the party who is convening the General Assembly. The agenda of the General Assembly must be included in the written invitation. The invitation must be sent out to regular and supporting members at least 15 days prior to the fixed date of the General Assembly, and it must also be published on the Association’s website.

The General Assembly has a quorum if more than half of all voting members – i.e. 50% of regular members + 1 – are present. Should the General Assembly not have a quorum, a repeat General Assembly meeting must be held and will have a quorum in matters stated on the original agenda regardless of the number of members present, of which members must be notified already in the invitation for the original General Assembly. The repeat General Assembly must be convened more than 24 hours after but within 30 days from the General Assembly which did not have a quorum, such date and time to be stated on the invitation to the original General Assembly. The repeat General Assembly shall form a quorum regardless of the number of members present.

The General Assembly shall elect from its members an Acting Chairperson (to replace the Chairman when they are otherwise engaged), a Minutes Secretary (to replace the Association’s General Secretary when they are otherwise engaged) and two Attestors of the Minutes. Resolutions adopted by the General Assembly must be recorded in the Minutes.

The General Assembly shall adopt its resolutions by an open vote - unless the Articles of Association stipulate otherwise - with a simple majority of votes. A two-thirds majority of votes is required:
· to pronounce the Association’s merger with another association or its dissolution,
· to adopt and to amend the Association’s Articles of Association,
· to elect and to recall the Chairman.

The General Assembly has exclusive authority:
· to pronounce the Association as being duly formed,
· to establish and to amend the Association’s Articles of Association,
· to pronounce the Association’s dissolution or merger with other NGOs,
· to elect and recall the Association’s governing bodies (officers), i.e. the Chairman, the Vice-Chairman, Executive Board members and the General Secretary, and to elect and recall Supervisory Board members, 
· to adopt the Annual Report and Public Benefit Report prepared by the Executive Board,
· to approve the budget set out by the Executive Board,
· to review Executive Board resolutions,
· to adopt the Annual Report incorporating the Public Benefit Report,
· to elect Supervisory Board members and to set their remuneration, 
· to change the amount of the membership fee set out in the Articles of Association,
· to decide on appeals against resolutions of the Executive Board to reject a membership application, strike off a member from the register or exclude a member.

Not eligible to be involved in such decision-making are individuals who or whose close family member (as defined by Subsection (b) Article 685 of the Civil Code) or whose civil marriage partner are pronounced by said resolution to be

a) exempt from liability or accountability, or
b) entitled to any other benefits and who otherwise have a vested interest in the legal arrangement to be entered into.

For the purposes of Section (b) neither non-financial services accessible to anyone without limitation from a public benefit association’s income from contributions received for its purposes, nor funding provided by the association to its members under their membership in accordance with its Deed of Foundation qualify as a benefit.
The Annual General Assembly meeting must discuss both the Association’s Annual Budget Proposal and its Annual Report incorporating the Public Benefit Report, where the Annual Report - drawn up in accordance with Act C of 2000 on Accounting - gives account of how the previous year’s budget proposal was delivered. The General Assembly adopts the Annual Report with a simple majority of votes.

The General Assembly incorporates its decisions which have a binding effect on members in the form of Resolutions.

The General Assembly has the power to annul or to amend any resolution of the Executive Board. Any member of the Association can demand to have a resolution of the Executive Board annulled or amended on the grounds of a conflict of interest, and they must do so within 15 days of finding out about the decision. Demands of this nature must be communicated to the Chairman by mail with recorded delivery, and the Chairman must within 15 days of receipt have an Extraordinary General Meeting convened in order to deliberate the motion. An Extraordinary General Assembly must be convened for a date which is within 30 days of the date of receiving the motion.

The Association’s Officers

The General Assembly elects the Association’s officers (its Chairman, Vice-Chairman, Executive Board members, General Secretary and Supervisory Board members) for a term of 2 years by open ballot.

Only Hungarian citizens and overseas citizens living permanently in Hungary or holding an immigration or residence permit are electable as the Associations officers, provided that they are not stripped of their right to participate in the conduct of public affairs.

The mandate of an officer is terminated:
· upon their death,
· upon their resignation,
· by being recalled or
· upon the termination of their membership.

The Association’s General Assembly has the power to recall one of its officers by a decision adopted with a simple majority of votes (except it is the Chairman who is recalled, in which case a 2/3 majority decision is required). It is not enough to record the resolution ordering an officer to be recalled in the Minutes, it must also be incorporated in a separate written deed with justification, which must be sent to the individual concerned within 8 days of the date of adopting the resolution, in a manner that provides proof of receipt. The decision can be appealed (a counterclaim can be made against the decision before the Budapest Municipal Court within 30 days of the date of the resolution), of which the individual concerned must be specifically made aware in the resolution.

An officer may be recalled in the following circumstances:
 - the officer repeatedly fails to meet his obligations over a period of time, due to his own fault;
 - the officer is prevented from meeting his obligations by ill health or his medical condition;
- the officer is sentenced by a legally binding verdict for committing a premeditated criminal offence;
- the officer is sentenced to determinate imprisonment as a punishment;
- the officer is stripped of his right to participate in the conduct of public affairs;

The Executive Board

The Executive Board is the Association’s administrative and representative body, and it consists of 5 members. Its members include the Chairman, the Vice Chairman and 3 Executive Board members.

The Executive Board is represented by the Chairman vis-a-vis third parties, before courts of law and the authorities. The Chairman’s signature under the Association’s mechanically pre-typed, pre-printed or previously handwritten name constitutes the Association’s authorised signature. The bank account shall be jointly managed by any two of the following persons: the Chairman, the Vice Chairman and the General Secretary.

Executive Board members are not remunerated for their work. The General Assembly elects the Executive Board for a term of 2 years. If a position becomes vacant between two elections it must be filled via by-elections.

Members of the Executive Board are elected by the General Assembly with a simple majority of votes. Tasks within the Executive Board are distributed by the Executive Board’s decision based on the Chairman’s proposal.

Between two General Assemblies the Executive Board has the power to make decisions in all matters concerning the Association, with the exception of matters referred to the General Assembly’s exclusive jurisdiction. At every General Assembly meeting the Executive Board must give account of its decisions and actions adopted during the previous period.

The Executive Board shall meet as often as required – but at least once every quarter –, with its meeting to be convened by the Chairman in writing, minimum 3 working days before the meeting, by sending out the agenda of the meeting together with the invitation. The Executive Board has quorum if more than half of its members are present. The Executive Board adopts its decisions by open ballot, with a simple majority of votes, except when members demand a qualified majority as per the Articles of Association. Executive Board meetings are open to the public, otherwise it defines its own by-laws at its own discretion. Should the Executive Board not reach quorum, a repeat Executive Board meeting must be convened within 3 days after the date of the meeting which lapsed due to lack of quorum, which reserve date may be indicated already in the invitation to the original Executive Board meeting. Minutes must be recorded about the Executive Board meeting, to be signed by the Chairman and one Executive Board member selected to authenticate the Minutes.

Not eligible to be involved in such decision-making are individuals who or whose close family member (as defined by Subsection (b) Article 685 of the Civil Code) or whose civil marriage partner are pronounced by said resolution to be

a) exempt from liability or accountability, or
b) entitled to any other benefits and who otherwise have a vested interest in the legal arrangement to be entered into.

For the purposes of Section (b) neither non-financial services accessible to anyone without limitation from a public benefit association’s income from contributions received for its purposes, nor funding provided by the association to its members under their membership in accordance with its Deed of Foundation qualify as a benefit.

Every year, the Executive Board must report to the regular General Assembly and give account of the work that was carried out in the previous year.

Other tasks of the Executive Board include:
· to direct the activities and operations of the Association between two General Assemblies,
· to decide to convene a General Assembly, to make preparations and to implement the convocation,
· to work out the annual programme, work and meeting schedule,
· to draw up the Association’s budget and to submit it to the General Assembly for approval,
· to put in place the conditions needed to ensure the Association’s successful operations,
· in case of a General Assembly resolution to that effect, to draw up the Association’s Organisational and Operational Procedure,
· to make decisions about the admission of regular members,
· to draft the Annual Report incorporating the Public Benefit Report,
· to make decisions of the first degree about the exclusion of members,
· to make decisions about all matters over which the General Assembly does not have exclusive jurisdiction and over which the General Assembly does not assume jurisdiction.

At the time of approving the Association’s Annual Report, the Executive Board also draws up its Public Benefit Report, which comprises 
- the Accounting Statement,
- an account of how the government budget subsidy was used,
- an account of how assets were managed,
- an account of funds earmarked for specific purposes,
- a statement of the amount of funding received from central budgetary organisations, extrabudgetary funds, local municipalities, local minority self-governments, micro-regional associations of local governments and any bodies of these,
- a statement of what types of benefits were paid out to senior officers of the public benefit association and in what amount;
- a brief summary of the nature of the Association’s public benefit operations,

The Public Benefit Report is approved by the General Assembly, anyone can have access to it and make copies thereof at their own expense.

The Chairman

Duties of the Chairman:
· to convene General Meeting and Executive Board meetings and to preside over them as Acting Chairman,
· to direct and organise the work of the Executive Board,
· to represent the Association vis-a-vis third parties,
· to direct and oversee the Association’s operations and financial management,
· to take measures and make decisions in matters which may be referred to the Chairman’s jurisdiction by the General Assembly or the Executive Board,
· to safeguard the lawful operations of the Association’s various bodies and to ensure that they function in conformity with the Articles of Association,
· to keep a record of resolutions of the General Assembly and the Executive Board,
· to exercise employer’s rights in relation to any and all employees of the Association,
· to manage the Association’s bank account jointly with the Vice-Chairman and the General Secretary,
· to make decisions in all matters that are not referred to exclusive jurisdiction of the Executive Board or the General Assembly by law or by the Articles of Association.

The Vice-Chairman

Duties of the Vice-Chairman:
· When the Chairman is absent or is otherwise engaged, the Vice President discharges all duties and powers of the Chairman with full vested powers and with full accountability,
· He can underwrite obligations on behalf of the Association, manage its bank account and make remittances jointly with the Chairman, and if the Chairman is otherwise engaged the Vice-Chairman can manage the bank account jointly with the General Secretary.

Executive Board members

Executive Board members must support the work of the Chairman and the Vice-Chairman in every way and they must discharge any duties referred to their jurisdiction by the General Assembly or by the Executive Board.

General Secretary

The General Secretary is an elected official, discharging duties for a remuneration as may be set by the Executive Board under a Service Contract. The General Assembly elects the General Secretary by a simple majority of votes. 
The Association’s General Secretary discharges the following duties in subordination to the Chairman and the Vice-Chairman:
· takes part as an invitee in Executive Board meetings and draws up its minutes,
· supports the Association’s Chairman and Vice-Chairman in discharging their duties,
· makes preparations as may be necessary before General Assemblies,
· takes care of drawing up General Assembly minutes,
· manages and continually updates the Association’s Membership Register,
· directs and discharges the Association’s administrative function,
· exercises employer’s rights vis-a-vis members of the Association on the Chairman’s special authority,
· discharges other duties as may be referred to their jurisdiction.

 

VIII. Supervisory Board

The Association has a Supervisory Board of four members (Chairman plus three members) – elected by the General Assembly by open ballot –, whose mandate lasts for two years from the date of their election. The Supervisory Board operates in compliance with effective laws and regulations and in accordance with the Statutes, otherwise it defines its by-laws at its own discretion. Supervisory Board members are not remunerated for their work.

The following individuals are not eligible to act as Chairman, members or auditors of the supervisory body:
a) the Association’s Chairman or member, or the Chairman or member of its supreme governing body,
b) individuals who have an employment relationship with the public benefit organisation for the rendering of an activity or service outside the scope of their mandate or they are subject to another type of legal arrangement to do some work for the former, unless otherwise required by law,
c) individuals who receive earmarked funding from the public benefit organisation – with the exception of non-financial services available to anyone without limitation and earmarked funds provided by the non-governmental organisation to its members under their membership in accordance with the provisions of its Deed of Foundation –, as well as
d) relatives of the individuals defined in Subsections (a)-(c).

The powers and duties of the Supervisory Board include in particular:
· Convene the extraordinary session of the Association’s General Assembly and to propose its agenda, if in its opinion the actions of officers are in breach of laws, the Articles of Association or General Assembly resolutions, or otherwise harm the interests of the Association or its members.
· It must inspect all business policy reports of significance that feature on the General Assembly’s agenda, as well as all motions relating to matters belonging to the General Assembly’s exclusive jurisdiction.
· Write a report for the General Assembly about the Accounting Statement prepared in accordance with Act C of 2000 on Accounting (hereafter: the Accounting Act) and about how any after-tax profit/loss has been used.
· Supervise the Association’s operations and fiscal management.
· Supervise draft balance sheets and draft inventories of assets.
· It can ask for reports from senior officers and it can ask to be informed or briefed by any of the Association’s employees.
· Inspect and examine the Association’s books and documents.

The Supervisory Board must inform the General Assembly and it must propose to convene the latter in the event that any of the following comes to its attention: 
· a breach of law has occurred in the course of the Association’s operations or an incident (case of negligence) otherwise harming the Association’s interests has taken place, the elimination of which and the remediation or mitigation of the consequences of which calls for a decision by the General Assembly;
· a fact has come to light which substantiates the accountability of senior officers.

If the General Assembly is not convened at the Supervisory Board’s motion within 30 day from its date, then the Supervisory Board may convene it at its own discretion after the deadline has lapsed without success. The Supervisory Board must notify its legal watchdog without delay if the General Assembly fails to take measures as may be necessary to restore lawful operations.

Operations of the Supervisory Board

The Supervisory Board operates as an executive body. The Supervisory Board elects its Chairman from among its own members. The Supervisory Board has quorum if 2/3 of its members are present; it adopts its resolutions by a simple majority of votes.
Supervisory Board members must always act in person, never through a proxy or a representative. Members of the Supervisory Board, when acting in this capacity, cannot be instructed to act in a certain way by any of the Association’s members or by their employer.
Supervisory Board meetings are convened by its Chairman who also presides over these meetings. Any member of the Supervisory Board may request in writing from the Chairman the convocation of a meeting – by naming the cause and objective of doing so –, and the Chairman must within eight days of his receipt of such submission arrange to convene a Supervisory Board meeting for a date within 30 days therefrom. If the Chairman fails to act upon the request, then the member is entitled to convene the meeting himself. Otherwise the same rules shall apply to the operations of the Supervisory Board as the ones governing the operations of the Executive Board.
The Supervisory Board may delegate the implementation of specific supervisory tasks to any of its members, or it can permanently share out certain supervisory tasks among its members. Shared supervision does not diminish the accountability of individual Supervisory Board members, nor their right to extend the scope of supervision to include further activities covered by the Supervisory Board’s supervisory powers.
Supervisory Board members may attend General Assembly meetings, and the Chairman of the Supervisory Board may attend Executive Board meetings.
Should the number of Supervisory Board members fall below the minimum headcount stipulated by the Articles of Association, or there is no one who could convene a meeting, then the Chairman of the Association must convene a General Assembly to restore the Supervisory Board’s normal operations. The General Assembly shall elect new Supervisory Board members on the basis of a majority resolution.

 

IX. Conflict of Interest Rules

No senior office in the Association may be held by an individual who

- had previous criminal convictions by imprisonment or another form of punishment under a legally binding ruling, until such time that they obtain a “clean slate” from the negative legal consequences of a criminal record,
- acted as the senior officer of a public benefit organisation for at least one year during the two years prior to its dissolution, which had outstanding public debts as defined by the Act on the Order of Taxation.
- receive earmarked funding from the public benefit organisation, with the exception of non-financial services available to anyone without limitation and earmarked funds provided by the non-governmental organisation to its members under their membership in accordance with the provisions of its Deed of Foundation. The same rule applies also to relatives of the individual concerned.

A senior officer or a nominee for the post must inform in advance every public benefit organisation concerned of holding a similar position in other public benefit organisation(s) at the same time.

Further special conflict of interest rules pertaining to Supervisory Board members are set out under Title VIII of the Articles of Association.

 

X. Record-Keeping, Document Access and Publicity Rules

· The Chairman must keep records relating to decisions adopted by the General Assembly and the Executive Board up-to-date, in a way as to ensure that from these records may be ascertained the content of the decision, the date when it was made and its term of validity, as well as the number of votes in favour and against. As far as possible, the names of those supporting and opposing the decision should also be marked besides the number of votes in favour and against. All significant decisions of the General Assembly and the Executive Board shall be recorded in the form of Minutes. The Minutes of an Executive Board meeting shall be signed by the Chairman and a designated member of the Executive Board, whereas the Minutes of a General Assembly meeting shall be signed by the Acting Chairman and two members selected by the General Assembly to authenticate the Minutes. The Acting Chairman of the General Assembly must without delay enter any resolution adopted by the General Assembly into the Book of Resolutions; such entries are to be authenticated by one of the members chosen to authenticate the Minutes.
· The Chairman must within 8 days of the date of decision-making notify in writing any known individuals concerned of any resolutions adopted by the General Assembly and the Executive Board, and also to publish these on the Internet, on the Association’s website.
· Any documents created in connection with the company’s operations will be held at the company’s registered seat. These documents may be inspected by anyone. They are available for inspection at the Association’s registered seat.  The Chairman must satisfy without delay document inspection requests coming from incorporated or unincorporated bodies or individuals who are empowered by legislation to do; and in all other cases at a time agreed with the party requesting access, or by the deadline as may stipulated by legislation or by the resolution of an official authority. The Chairman must keep a case-by-case record of any document inspections, based on which the name of the requestor, the title of the document to be inspected, the submission date of the inspection request and the date of the inspection itself can be identified.
The Movement shall keep the public informed of how it conducts its operations, how to access its services, and will publish any reports and statements via its internet website. The Association will publish its Annual Report as approved by the General Assembly, together with the Public Benefit Report, on the Association’s website by June 30 of the following year at latest.

 

XI. The Association’s resources and financial management

The Association conducts its financial affairs based on an annual budget. The Association operates on a non-profit basis and it can be involved in financial and business undertakings strictly with an ancillary character. The Movement can make investments strictly in accordance with its Investment Policy as approved by the General Assembly. The Association’s operations must be reflected in business books and records to be managed in accordance with the provisions of special legislation, and these must be duly closed at the end of every business year. The annual balance and inventory of assets form an integral part of the Annual Report to be drawn up by the Executive Board. The Association’s assets are indivisible. The Association is liable for its debts and these are enforceable against its assets. Members are not liable for the Association’s debts with their personal property beyond the extent of their membership fee payment obligations. 
The Association’s financial statement must disclose any income and expenditure associated with its core activity separately from those associated with its business activity, if any.
Contributions: the Association may receive contributions from public finance subsystems – with the exception of normative contributions – strictly on the basis of a written agreement. This agreement must regulate the terms and conditions as well as method of accounting for the contribution received. 
The Association’s annual financial plan is approved by the General Assembly, and its implementation is supervised by the Executive Board.

The Association may do the following strictly as a complementary activity:
· acquire the ownership of a facility,
· use and/or manage a facility,
· engage in any commercial activity related to its core activity or make money from the sale of any related property rights,
· engage in any activity that is not closely related to the purposes for which it was established.

The Association’s income may come from any of the following:
· contributions and donations received from members or other donors for the purpose of its core activity, or to cover its operating costs and expenses; 
· proceeds from a core activity, that are directly linked to the former;
· proceeds from investing the organisation’s assets, if applicable;
· membership fees;
· alternative revenue streams as may be stipulated by other legislation;
· proceeds from business activity, if applicable.

The Association may incur costs and expenses in connection with the following:
· directed costs incurred in connection with a core activity (expenditure, costs);
· directed costs incurred in connection with a business activity, if applicable (expenditure, costs);

 

XII. The Association’s Regulators

The Public Prosecution Office exercises legal control over the Association’s affairs in accordance with the rules applicable to it. If it is the only way in which the Association’s lawful operations can be upheld, then the Public Prosecutor may take the matter before a court of justice. The case will be heard by the county court which has territorial jurisdiction for the Association’s registered seat.

On the basis of the Public Prosecutor’s claim, the court of justice can:
a) annul the Association’s unlawful resolution, and order a new resolution to be adopted, as required;
b) convene the Association’ supreme governing body in order to restore lawful operations;
c) if this is the only way in which the Association’s lawful operations can be upheld, the court can suspend its operations or it can appoint a receiver to oversee its operations;
d) order the dissolution of the Association if its operations violate Article 2 Paragraph (3) of the Constitution, or if they constitute a criminal offence or an invitation to commit a criminal offence, or entail an infringement of the rights and liberties of others (Act II of 1989, Article 2 Paragraph (2);
e) pronounce the Association’s termination, if it has been inactive for at least 1 year, or the number of its members consistently stays below the minimum headcount stipulated by Act II of 1989 on the Right of Association (10 people).

The Association is incorporated by the county court in whose territorial jurisdiction the Association’s registered seat belongs, within the framework of non-litigious proceedings. The same court is responsible for making a ruling about incorporation of the Association’s public benefit status, its re-classification or erasure, once again within the framework of non-litigious proceedings. By inclusion in the public registry of NGOs, the organisation’s registration details are supplemented to include its public benefit category and the time and date of awarding, amendment and withdrawal of its public benefit status, all such information being public.

The tax inspection authority of the Association - as a public benefit organisation - is the government tax authority branch which has territorial jurisdiction for its registered seat, it is subject to the supervision of the National Audit Office for the use of budgetary subsidies, and legal control over its public benefit operations is exercised by the Public Prosecution Office in accordance with the rules that are applicable to it.

Applications for inclusion in the public registry for NGOs, reclassification from one public benefit category to a different one, and for the withdrawal of public benefit status must be submitted to the court of justice which has jurisdiction for the inclusion of the organisation in question in the public registry.

A public benefit organisation must request the withdrawal of its public benefit status within 60 days, or its reclassification to a lower public benefit category, if its operations fail to meet the criteria set out in Articles 4-5 of Act CLVI of 1997 on public benefit organisations.

The Public Prosecutor may propose to the court of justice with power of inclusion in the public registry for NGOs to withdraw a public benefit organisation’s public benefit status, or to have it reclassified to a lower public benefit category, if the public benefit organisation’s operations and asset management fail to comply with the provisions of pertaining legislation, its Deed of Foundation or its internal regulations drawn up on the basis of the former, and the organisation fails to remedy its non-compliance even after having been warned by the Public Prosecutor.

 

XIII. The Association’s termination

The Association is terminated if:
· its dissolution is pronounced by the General Assembly with a 2/3 majority of votes,
· its dissolution is pronounced by the court on the basis of the Regulator’s recommendation,
· it merges with another association,
· its termination is pronounced by the court.

In the event of its dissolution, the Association’s assets shall be managed by the General Assembly, within the applicable legislative framework. Dissolution must involve satisfying the legitimate demands of creditors, if applicable. Any assets remaining after paying off creditors must be spent on charitable causes defined under Title II of the Articles of Association. Should this title be silent about how assets should be spent, furthermore if the Association is terminated by dissolution, or if the court pronounces the Association’s termination, then its assets remaining after the satisfaction of creditors shall become the property of the Treasury and must be spent on charitable causes. It must be publicly disclosed how the assets have been used.

 

XIV. Closing Provisions

Any issues not regulated by the Articles of Association and the Association’s other regulations and policies shall be governed by the Civil Code and Act II of 1989 on the Right of Association, and by the provisions of Act CLVI of 1997 on Public Benefit Organisations.

 

Budapest, March 3, 2006

 

Attila Szalay-Berzeviczy Chairman ‘signed by his own hand’

 

Resolution of the Municipality of Budapest

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