S T A T U T E
(as amended and consolidated by resolution 6/2015. (V.29.) of the General Assembly of MAVESZ on 29 May 2015)
The companies of the Hungarian chemical industry listed in Annex hereto do declare hereby their decision to establish
THE HUNGARIAN CHEMICAL INDUSTRY ASSOCIATION
with the intention to act jointly to promote thereby the development, protection and enforcement of interests of undertakings performing and carrying out production activity in the field of the Hungarian chemical industry.
I. General provisions
I.1. The Hungarian Chemical Industry Association (“MAVESZ”) shall be a nation-wide organization acting by virtue of, and pursuant to, Act V of 2013 on the Code of Civil Law as well as Act CLXXV of 2011 on the Right of Assembly, Legal Status of Public Benefit Organizations, and Activity and Support of Civil Organizations, particularly for the purpose to represent professional/economic interests.
I.2. MAVESZ shall be an independent legal entity acting and functioning according to, and in compliance with, the provisions of this Statute laid down by its general assembly.
I.3. Particulars of MAVESZ shall be as follows:
|Name in Hungarian:||Magyar Vegyipari Szövetség (MAVESZ)|
|Registered office:||1036 Budapest, Lajos u. 74-76.|
|Territory covered by its activity:||Hungary|
|Address:||1036 Budapest, Lajos u. 74-76. HUNGARY|
II. Purposes and responsibilities of MAVESZ
II.1. MAVESZ shall represent the specific professional interests of undertakings carrying out activities in the chemical sector in Hungary, interpreted without regard to the limitations by the statistical classification system, provide conciliation and liaison between and among its members, and furthermore following both domestic and external development, production, commercial and economic processes on an ongoing basis to supply its members with professional information on the basis thereof.
II.2. MAVESZ shall initiate, coordinate and organize concerted actions on issues which may arise in connection with the enforcement of the interests of its members. For doing so, the representation functions and sub-domains of particular importance shall include as follows:
- representation of professional interests in legislation (parliamentary committees),
- representation of professional interests at and with organizations acting as authorities,
- sectoral representation of employer’s interests,
- international professional representation of the chemical industry,
- operation of information systems to promote the general interests of chemical industry and special interests of MAVESZ’s member companies, publication of regular informative documents, organization of seminars and conferences,
- coordination of environment protection, occupational safety and health protection activities of the chemical industry, including the formation of public opinion associated therewith,
- representation of general trade policy interests of the chemical industry,
- improvement of the general image of the chemical industry in public opinion, maintaining contacts with public communications organizations.
II.3. To implement its tasks, MAVESZ shall be entitled to carry out economic activities including provision of services identified by the list of services (Classification of Products by Activity – CPA) published by the Central Statistical Office as follows:
- CPA 63.11.11. Data processing services
- CPA 63.99.10. Information services n.e.c.
- CPA 68.20.12. Rental and operating services of own or leased non-residential real estate
- CPA 70.22.15. Production management consulting services
- CPA 70.22.30. Other business consulting services
- CPA 71.12.11. Engineering advisory services
- CPA 71.12.17. Engineering services for industrial and manufacturing projects
- CPA 71.20.19. Other technical testing and analysis services
- CPA 73.12.13. Sale of Internet advertising space or time on a fee or contract basis
- CPA 73.12.19. Other sale of advertising space or time on a fee or contract basis
- CPA 74.90.13. Environmental consulting services
- CPA 74.90.19. Other scientific and technical consulting services n.e.c.
- CPA 82.11.10. Combined office administrative services
- CPA 85.59.19. Education services n.e.c.
III. Members, the rights and responsibilities of members, termination of membership in MAVESZ
III.1. As to their legal status members may be:
- regular members,
- associate members,
- supporting members, or
- sectoral association members.
Regular member may be any enterprise carrying on production activity in the chemical sector in Hungary, having a registered office in Hungary, accepting MAVESZ’s Statutes as binding for itself and undertaking to pay membership fees.
Associate member may be any enterprise, institution, association carrying on any activity associated with the chemical industry, having its registered office in Hungary, accepting MAVESZ’s Statutes as binding for itself and undertaking to pay membership fees.
Supporting member may be any economic organization with registered office in any country, either in or outside Hungary, carrying on any activity associated with the chemical industry, undertaking liabilities in a separate agreement to be provided with services thereunder.
Supporting member shall not have right to vote. Neither may it be elected to any position nor may it elect for any position.
Supporting member may participate by virtue of the supporting contribution paid in accordance with the agreement.
Supporting member may not be any budgetary organization.
Sectoral association member may be any professional association with registered office in Hungary, operating in a certain sector of the chemical industry, accepting MAVESZ’s Statutes as binding for itself.
The member’s relationship shall start with the approval of the board.
III.2. The members shall join MAVESZ on a voluntarily basis.
III.3. The rights of Members
- The members shall be entitled to take part in the activities of MAVESZ.
- The members shall be entitled to exercise their rights through their representatives. Any regular or associate member may elect and may be elected to a position through its authorized representative.
- At the general assembly every regular member and representative of the sectoral associations shall have right to one vote, while every associate member shall have right to 0.5 vote.
- The supporting members shall be entitled to take part in the activities of MAVESZ with the right of consultation.
- The regualar, the associate and the sectoral association members shall be entitled:
- to convoke the general assembly and the meeting of the board as well as to make a proposal in relation to the items of agenda,
- to request information on any issues covered by, relating to or associated with the activities of MAVESZ including the professional work of the sectoral associations,
- to make use of the services of MAVESZ.
- The regular and the associate members shall be entitled:
- to function on the organs of MAVESZ once appointed for such posts,
- to initiate the recall of any officials at the general assembly,
- Any regular member shall be entitled to bring an action for invalidating the resolutions adopted by the organs of MAVESZ offending against the law or the Statutes – in a 30 day time limit with loss of rights (reckoned from the becoming aware of the resolution).
III.4. Duties and responsibilities of members
The members of MAVESZ shall be bound:
- to comply with MAVESZ’s Statutes and resolutions, to perform the membership duties therein,
- not to endanger MAVESZ’s activities and the completion of MAVESZ’s purpose,
- to pay the membership fees as stated in IV.2 hereof,
- to perform the duties charged to them in their capacities as appointed officials.
III.5. Termination of membership
- The membership shall be terminated upon the termination of MAVESZ on which only the general assembly shall be entitled to take a resolution.
- The membership in a sectoral association shall be terminated on termination of, exclusion from the MAVESZ of or leaving the MAVESZ by the sectoral association involved in creating such membership relations.
- The membership shall be terminated by itself on termination of member without legal successor.
- The membership shall be terminated by withdrawal. The termination of legal relation of membership by the member shall start with the date of arrival of member’s notice of withdrawal.
- The membership may be terminated by MAVESZ’s notice to quit with a written 30 day term of notice if the member does not meet the requirements fixed in the Statutes. General assembly shall be entitled to make a decision on the resignation.
- The membership may be terminated by the member’s exclusion. General assembly shall be bound to hear the member to be excluded and provide an opportunity for it to defend itself. The resolution on exclusion may be taken only after hearing the member concerned, providing an opportunity for it to defend itself and expounding the attenuating circumstances. Any member endangering the interests of MAVESZ or being in severe or recurring breach of Statutes or resolutions of general assembly may be excluded. General assembly shall have authority to exclude any member. MAVESZ general assembly shall be entitled to decide on exclusion of any member of the sectoral association after becoming aware of the preliminary opinion of the general assembly of the involved sectoral association. The resolution on exclusion must be put in writing and its reasons must be given; the reasons shall include the facts and proofs serving as a basis of the exclusion as well as the information about legal remedies. The member must be informed of the exclusion resolution.
IV. Management of MAVESZ finances
IV.1. MAVESZ funds shall consists of the membership fees paid by MAVESZ members and other incomings.
The rate of the membership fees paid by MAVESZ members shall be defined according to the Membership Fee Regulations approved by the general assembly which is the appendix of this Statutes.
The procedure and time of putting membership fee at MAVESZ’s disposal shall be as follows:
The membership fee shall be paid in two instalments: till 15 February and 15 August in the given year or in case of a joining member within 30 days (reckoned from the day of admission) by bank transfer.
IV.2. The size of the membership fees payable by regular and associate members will be determined by the general assembly. The size of the membership fees of the supporting members shall be regulated in a separate agreement made by and between such member and the board. The sectoral association(s) shall pay contributions to MAVESZ by virtue of and pursuant to an agreement approved by both MAVESZ general assembly and the general assembly of the concerned sectoral association in a sum fixed in such agreement. For establishing the size of such contributions, the agreement(s) shall take into account also the value of the professional services provided by the sectoral association(s) to MAVESZ.
IV.3. MAVESZ shall be liable for debts due from it by the property owned by it.
The members’ liability shall be limited to their membership fees.
IV.4. MAVESZ shall carry out its activity on the basis of an annual budget.
V. MAVESZ organization
V.1. The organs of MAVESZ shall include the following:
- general assembly,
- audit commission,
- sectoral associations.
V.2. General assembly
V.2.1. The general assembly consisting of all members of MAVESZ shall be the supreme organ of MAVESZ. The general assembly shall be the decision-making board of MAVESZ which shall meet at least once a year. The president shall be entitled to convoke extraordinary general assembly to decide on issues requiring urgent resolution made by such meeting. The general assembly shall be called also in a case if its convocation is proposed by three members of board or 10% of the members with the written indication of the cause and ground thereof.
V.2.2.1. The members shall be advised in a certifiable fashion of place, date and time as well as items on agenda of the general assembly with an at least 15 day notice.
V.2.2.2. Within eight days reckoned from the delivering or the setting out of notice the members and the organs of MAVESZ may request the board to place additional items on the agenda with the indication of the cause thereof.
The board shall be entitled to decide on additional items of the agenda. If the board does not decide on the request just mentioned or rejects it the general assembly shall make a separate decision on it before adopting a resolution on the agenda.
V.2.3. At the general assembly minutes shall be made which shall be signed by the chairman, the minutes keeper, and two attestors elected by the general assembly.
V.2.4. The general assembly shall not have quorum unless more than half of the members having right to vote (at least 50% + one person) are present. In respect of the original items of the agenda, the repeated meeting of general assembly shall have a quorum irrespective of number of members being present thereat. The notice set out it above V.2.2.1 shall draw attention to this provision.
V.2.5. In general, the general assembly shall make resolutions in open ballot with simple majority of votes. In case of tie vote, the decision-making must be done again or the decision must be considered as disapproved.
The board shall be elected in open ballot procedure. However a secret ballot procedure shall be ordered if it is requested at least by 10% of members being present at the meeting.
V.2.6. To make decision on joining other associations or a member’s exclusion a 2/3 majority of votes will be required. To approve modifications of Statutes the resolution of a 3/4 majority of members being present shall be required. To approve modifications of MAVESZ’s purposes and announcement of MAVESZ’s termination the resolution of a 3/4 majority of members having right to vote shall be required.
V.2.7. The general assembly shall have authority to make decision on all matters of, associated with and relating to MAVESZ, however, in matters set out in V.2.6. only in a case, if they have been announced in advance as items of the agenda. Prior to making any decision relating to the sectoral association(s), it shall request that the general assembly of the concerned sectoral association(s) should make known its standpoint.
V.2.8. The following matters shall fall within the exclusive authority of the general assembly:
- approval, modification of MAVESZ Statutes;
- election of president, vice-president, members of board and director-general excepting the presidents of sectoral associations;
- causing board and officials to make reports and recall of the same;
- approval of MAVESZ’s annual budget; if necessary board shall be entitled to make mid-year modifications in the budget on condition that board shall be bound to report afterwards to general assembly on the modification in question;
- approval of MAVESZ’s annual report;
- exercising employer’s rights over director-general;
- approval of contracts made between MAVESZ and its member, its leading official, a member of audit commission or belongings of the same;
- making decision on the assertion of damage claim against former and present members, leading officials as well as members of audit commission and other organs;
- election and recall of members of audit commission and fixation of their fee;
- election and recall of auditor and fixation of his/her fee;
- appointment of liquidator;
- announcement of the dissolution of MAVESZ or its joining other associations;
- exclusion of member;
- announcement of the termination of MAVESZ.
V.3.1. During the period between two consecutive general assemblies the board shall act as the managing board of MAVESZ which shall meet as necessary, but at least once a year. The board shall perform its duties according to an order of procedure approved by itself.
The members of the board shall include the president, vice-presidents, chairmen of the committees, director-general and other members of the board elected and appointed by the general assembly.
The board directly elected by general assembly shall not be consist of more than 16 members which number shall be completed with the chairmen of the committees and the director-general performing such office from time to time.
Within the board at least one member shall represent the members which have minor number of employees and production value.
V.3.2. The meeting of the board shall be convoked by the president in a certifiable fashion. The members of the board and other guests shall be advised of place, date and time as well as items on agenda (including the proposals) of the meeting with an at least 8 day notice. In case of urgency the president shall be entitled to set out a shorter time-limit. At the meeting of the board minutes shall be drawn which shall be approved by the chairman of the meeting.
V.3.3. The members of the board (including vice-presidents) shall be elected and appointed by the general assembly for a period of four years.
Out of the members of board the president shall also be elected every year by the general assembly for such positions. It shall be board’s duty to make a proposal for the person of president, however, regulate, associate and sectoral association members shall also have the right of proposing.
The members of the board, except the director-general, shall perform their duties on an unpaid basis.
Board membership shall be terminated:
- a) in case of death of the member of the board,
- b) by resignation from position which must be announced at the meeting of the board and it must be recorded in the minutes or it must be submitted in a written, certifiable form,
- c) in case of recall by the general assembly,
- d) by expiration of fixed-term appointment when the board is elected for fixed term,
- e) automatically if the member has not belonged for any reason to the economic company or its legal successor which it was representing at the point of appointment.
If the membership of one of the members of the board is terminated before the end of appointment term, the appointment of the newly elected member shall be valid for the remaining part of the appointment term of formerly elected member.
V.3.4. Scope of activities of the Board
The board shall make decision on any major issues which are not expressively relegated by the Statutes to the authority of the general assembly including items as follows:
- control of implementation of the resolutions made by the general assembly,
- supervision of the activity of the secretariat,
- decision-making on major professional, organizational and economic issues not put on the agenda of the general assembly including control of implementation of such resolutions,
- management and supervision of MAVESZ’s administration,
- from among its members may organize ad hoc committees (ethical etc.),
- preparation of reports, making of the annual budget and submittal of it to general assembly,
- preparation of the election of officials as well as the establishment of organs pursuant to the law and the Statutes,
- convocation of general assembly, determination of the items on agenda thereof, participation in general assembly, response to questions relating to MAVESZ,
- registration of members,
- keeping resolutions, organizational documents and other books of MAVESZ,
- inspecting the possible cause of the termination of MAVESZ from time to time and taking the measures specified in the law in case of the occurence of the termination of MAVESZ,
- decision-making on admission of new members,
- performance of all duties determined for it by the law or the general assembly.
Board shall be bound to convoke the general assembly for taking the necessary measures if:
- a) MAVESZ’s property does not cover the actual debts;
- b) it is expected that MAVESZ will not be able to redeem its debts in due time; or
- c) the achievement of MAVESZ’s purposes is in danger.
V.3.5. The president of MAVESZ shall be responsible also for performing the chairman’s duties of the general assemblies and the meetings of the board.
V.3.6. The board shall make resolutions in open ballot with simple majority of votes according to regulations included in board’s order of procedure. In case of tie vote, the decision-making must be done again or the decision must be considered as disapproved.
V.4. President’s responsibilities
President’s responsibilities shall include as follows:
- to represent MAVESZ against third parties on his own,
- to convoke the meetings of the board, determine the items on agenda thereof,
- to announce the resolutions made by the general assembly and the board,
- to perform all duties relegated to him by the general assembly or the board,
If president is unable to attend the vice-presidents shall replace him in order as set out in the bye-law of the board.
V.5. Sectoral associations
V.5.1. Within MAVESZ’s organization sectoral associations may act as professional units according to their own Statutes, whether they acquired legal status or not.
V.5.2. In respect of the professional work, the professional associations shall act independently, in conformity with the Statutes of MAVESZ.
V.5.3. Management of the sectoral associations
The activity of the sectoral association shall be managed by the board of the sectoral association. The chairman and the members of such board shall be elected from among the managers of the member sectoral associations.
V.5.4. Relations between the sectoral associations and MAVESZ
- The sectoral associations shall cover their operating costs from the membership fees paid by their members and other sources. The conditions of their financial cooperation with MAVESZ shall be set down according to IV.2. of the Statutes and/or in a separate agreement.
- The regulations relating to operation, organization and termination of the sectoral associations shall be established by the Statutes of the sectoral associations, in conformity with those of MAVESZ. The Statutes of the sectoral associations shall not contain any elements contradicting the Statutes of MAVESZ.
V.5.5. A sectoral association status may be made in a separate agreement between MAVESZ and the sectoral association concerned.
V.6.1. Committees may be established to perform the major tasks set out in II hereof.
Either permanent or ad hoc committees may be established.
V.6.2. The members of such committees shall be as follows: chairman of the committee elected by the board, member(s) of the secretariat and persons delegated by the members and the sectoral associations in the committee.
V.6.3. The committees shall determine their scope of activity and the order of their internal operation independently. Their activity shall be managed by the chairman of the committee. They shall make reports of their activity to the board and through the board to the general assembly on an annual basis.
V.7. The secretariat
V.7.1. The secretariat shall be the working organization of MAVESZ responsible for the preparation of the resolutions for decision-making, day-to-day administration and implementation of the resolutions on an ongoing basis. It shall be headed by its director-general elected by the general assembly for four years.
V.7.2. The secretariat’s order of procedure shall be approved and its activity shall be controlled by the board.
V.7.3. The secretariat’s scope of activity shall include:
- to prepare and arrange the general assemblies and the meetings of the board,
- to make analyses and proposals on request of the general assembly and the organs,
- to take part in the work of the professional associations and the committees, to coordinate and promote their representative’s activity to identify the interests,
- to prepare MAVESZ’s annual budget for approval,
- to keep minutes at the general assemblies and the meetings of the board including registration of the resolutions made by them,
- to provide financial, occupational, economic and legal conditions for MAVESZ’s activity,
- to perform all duties relegated to it by the general assembly, board, sectoral associations and committees.
V.7.4. The Director
The functions of MAVESZ and the secretariat’s order of procedure shall be managed by the director.
The responsibilities of the director shall include as follows:
- to represent MAVESZ against third parties on his own,
- to implement the resolutions made by the general assembly and the organs of MAVESZ,
- to manage the activities of the secretariat,
- to prepare and submit for approval the order of procedure of the secretariat,
- to exercise employer’s rights over employees of the secretariat,
- to exercise employer’s rights over secretaries and employees of the sectoral associations in agreement with the presidencies of the sectoral associations,
- to organize the management of the secretariat at his exclusive liability,
- to submit for approval the annual budget of the secretariat.
V.8. Audit commission
V.8.1. The audit commission consisting of a chairman and two members shall be elected by the general assembly. The commission shall be elected for a period of time of four years.
V.8.2. The audit commission shall be responsible for controlling the MAVESZ activity and management for conformity to MAVESZ’s Statutes and implementation of the resolutions made by the general assembly.
V.8.3. The members of the audit commission shall have right to inspect all documents and records of MAVESZ according to the relevant provisions of law. The audit commission shall report its comments and proposals to the general assembly.
VI.1. Requirements and conflict-of-interest regulations applicable to leading officials:
Leading official may be any person of full age whose power of disposal is not confined in his scope of activities.
If the leading official is a legal entity it shall be bound to appoint a natural person who shall perform the leading official’s duties on its behalf. The regulations applicable to leading officials shall be applied to the person appointed.
Leading officials shall be bound to perform their management duties personally.
Leading official may not be any person sentenced non-appealably to imprisonment for a crime until she or he has been freed from disadvantageous consequences of having a criminal record.
Leading official may not be any person forbidden non-appealably to occupy this post. The one who has been forbidden to occupy a job by a non-appealable judgement may not be a leading official of a legal entity acting in the field specified by the judgement.
Leading official may not be any person forbidden from leading official activity for the term defined in the resolution on forbidding.
VI.2. MAVESZ’s leading officials shall be as follows:
Dr. István Károly Blazsek
Members of Board:
Tamás Tibor Varga
Chairman and members of Audit Commission:
Péter Honti (chairman)
András Szakolczai (member)
Gábor Szikszay (member)
VII. Termination of MAVESZ
VII.1. MAVESZ shall be terminated without legal successor if:
- a) it has been established for a definite period and this definite period has came to an end;
- b) its termination is subjected to a specific condition which has been realized;
- c) the members or the founders announce its termination; or
- d) an authorized organ terminates it;
provided in each case that the court deletes the legal entity from the register after appropriate proceedings have been carried out for closing the property conditions of the legal entity.
The members and the founder of a legal entity terminated without legal successor shall be bound to give a guarantee for the legal entity’s floating debts to the extent of their share in the divided possessions.
VII.2. MAVESZ shall be terminated without legal successor if its purposes have been achieved or the achievement of its purposes becomes impossible and new purposes has not been defined.
VII.3. When the termination of MAVESZ is announced the general assembly making a resolution on it shall hand MAVESZ’s property over to a public benefit organization established for achieving purposes identical with or similar to those of MAVESZ after the debt claims of creditors have been satisfied.
VIII. Final Clauses
VIII.1. This Statute was originally passed unanimously in open ballot procedure by MAVESZ statutory assembly on June 5, 1990. The consolidated text of this Statute was passed unanimously in open ballot procedure by general assembly on 29 May 2015.
MAVESZ shall be and act as a legal entity from the date of its registration by the Metropolitan Court of Budapest.
VIII.2. To any issues not regulated herein and hereby the provisions of Act V of 2013 on Code of Civil Law, Act CLXXV of 2011 on Right of Assembly, Legal Status of Public Benefit Organizations, and Activity and Support of Civil Organizations as well as other rules of law relating to civil organizations shall apply.
VIII.3. The Metropolitan Attorney General’s Office of Budapest shall be responsible for exercising legal control over MAVESZ.
VIII.4. The unified text of this Statutes shall come into force on 29 May 2015.
Done at Budapest, May 29, 2015.
|Tibor Klement /signed/|
|Iván Budai /signed/|