The Veszprém County Civic Network Non-Profit Association
Articles of Association
(Consolidated text including the amendments adopted on 23.05.2014 and 09.03.2014.)
Which was made in order to comply with the provisions of the Civil Code, Act V of 2013, Act CLXXV of 2011 on the Non-Profit Organizations and that of the legal requirements on management and bookkeeping.
The General Assembly of Veszprém County Civic Network Non-Profit Association (hereinafter: Association), has established its Articles of Association (hereinafter: Articles of Association) as follows.
Chapter I. General Provisions
1. The Association's name: The Veszprém County Civic Network Non-profit Association
2. Registered office: Stadion u. 1/B. IV.19, Veszprém
3. Its operation covers the territory of Veszprém County.
Chapter II. Objectives of the Association
4. Objectives of the Association
4.1. Establish, coordinate and assist Veszprém county civil network
4.2. Promote activities of and cooperation between the Veszprem county civil (non-profit) organizations via:
- Organization of training programs, conferences and other events
- Relay of information on the non-profit sector
- Tender consulting
- Establish the Veszprém county civil network
4.3. Promotion of volunteer activities
4.4. Care for the cross-border relations with non-profit organizations on reciprocal basis
4.5. Edit and publish of a non-profit newspaper
4.6. Disseminate information relating to the European Union and joining to the EU
4.7. Child and youth protection, child and youth advocacy
4.8. Disability, equal opportunities, creation of opportunities - To promote the social equality of disadvantaged groups
Chapter III. Responsibilities of the Association
5. The Association will perform charitable and non-charitable activities stipulated in these Articles of Association, and will ensure that non-members will also benefit from the non-profit's services.
6. The Association will deal with the activities listed below in relation to non-governmental organizations both in Hungary and abroad (but primarily those located in Veszprem county) (including associations and foundations) and the Euro-Atlantic integration
- Organization of social science research and development of studies
- Lectures, training courses
- Organization of cultural events and celebrations
- Facilitate application writing
- Establishment of international relations within the scope of activities
- Design and delivery of non-profit services
- Generation, creation and strengthening of social relations,
- Support child and youth protection and the activities of child and youth protection organizations.
7. The Association will conduct business activities and economic activities in a manner that would not endanger the performance of activities defined as a public benefit or key objective in the Articles of Association; the profits achieved with the business activities will not be divided but spent on the public benefit activity defined in its Articles of Association.
8. The Association will not pursue direct political activities, its organization is independent of political parties and does not provide any financial support to such.
9. Business books according to the provisions of the special law shall be maintained on the functioning of the Association and such books shall be closed at the end of the financial year. At the end of the financial year the Board (hereinafter referred to as the Board) shall develop the Association's balance sheet and report on the business management for the General Assembly.
11. The Association shall record its incomes and expenses originating both from the activities performed for the achievement of the objective and for other business purposes separately and apply the effective and relevant accounting rules.
Chapter IV. Public Benefit Activities
12. The Association shall have the following charitable activities:
12.1.Promote and support the population self-organized communities, social organizations, associations, foundations, non-governmental organizations and youth organizations and ensure cooperation (Annex 3, decree nr.1/2013. (I.31.) of the local government on the Rules of Operation of the Local Government of Veszprém County City).
12.2. Operation of a Civil Information Center (in association with public-sector responsibilities set out in Art. 51&52 of Act CLXXV of 2011).
12.3. To promote cooperation between NGOs and local governments in the process of supporting the activities of NGOs operating in Veszprem County and of developing services (according to Art. 6 of Act CLXXXIX. 2011).
12.4. Promulgate and publicize public benefit voluntary activities, disseminate information on volunteering among the population and non-governmental organizations (according to Act LXXXXVIII of 2005).
12.5.Promotion of the organization of Youth Community Service according to the scope of Enforcement Act on public education law (in connection with EMMI decree nr. 20/2012. (VIII. 31)).
12.6. Participation in the implementation of equal opportunities program of Veszprém County Local Government (based on Government Decree. nr. 321/2011. (XXII.27.)).
12.7. Cooperation with the local government in order to establish partnership between the local government and NGOs (Veszprém County City Local Government decree nr. 13/2012. (III.30.) as amended with local government decree nr. 31/2013. (X.31.))
12.8.Contribution to crime prevention and victim protection, with activities aiming to public security (according to Art.2 (2) of Act XXXIV of 1994 )
12.9. Activities performed in connection with the protection of human rights and citizens' rights (according to Art. 2 of Act CXI of 2011).
12.10. Activities related to the Hungarian national and ethnic minorities, as well as Hungarians living abroad, and support the activities of racial and ethnic self-organizations (Based on Art.115 of Act CLXXIX of 2011).
12.11. Cultural activities, nurturing and preserving community traditions and values; achieve and support cultural objectives, cultural initiatives; support self-organizations (Based on Art.121 of Act XXX of 1991)
12.12. Cultural, educational and scientific education (Art. 4 (1) of Act CXC of 2011 on national public education)
12.13. Supporting activities aiming for equal opportunities, and creation of equal opportunities for disadvantaged target groups (According to Act CXXV of 2003).
12.14. Promotion of equal opportunities of families with children (Art. 1 through 6, Act CCXI of 2011 on the Protection of Families)
12.15. Develop skills and competencies of adult people (Art. 4 (1) of Act CXC of 2011 on national public education)
Chapter V. Establishment and termination of Membership
13. Any natural person or legal entity can be a member of the Association providing that he accepted the provisions of the Articles of Association as binding; assumed liability to collaborate in achieving the objectives of the Association and to pay the membership fee.
14. Joining to and quitting of the Association is voluntary. Membership is created with the adoption of joining, of which will be the Board’s decision on the basis of a written statement by the joining member. Appeal against a decision refusing an application for membership is not accepted.
15. The membership is terminated when
a) A member quits;
b) The membership is terminated by the Association;
c) A member is excluded;
d) A member dies or ceases to exist without a legal successor.
16. A member may terminate his membership with a written statement sent to the Association's representative at any time without giving reasons.
17. If the Articles of Association sets criteria for the membership and the member does not comply with these conditions, the Association may terminate the membership with a thirty days' notice in writing.
18. The Association’ Assembly(hereinafter referred to as the Assembly) will decide on the termination.
19. Should a member’s conduct seriously or repeatedly breach the law, the Articles of Association or the General Assembly's decision at the request of any member or body of the Association the General Assembly may carry out an exclusion proceedings against the member.
19.1. A member or a body of the Association may initiate the exclusion of a member at the Board in writing by giving the reasons. The Board will examine the exclusion motion, if necessary, shall hear the member concerned and will prepare a draft resolution on the exclusion or rejection of the motion to the General Assembly. The Board itself may also propose the exclusion of a member to the General Assembly.
19.2. The Assembly at Board’s proposal, by secret ballot and by a decision taken 2/3 majority vote, may exclude an Association’s member breaching seriously the law, the provisions of the Articles of Association or the decision of the General Assembly; or demonstrating conduct contrary to the aims pursued by the Association.
19.3. The decision declaring the exclusion of a member shall be in writing including reasoning; the justification shall contain facts and evidences the exclusion is based of, as well as information on the remedies for this exclusion. The exclusion decision shall be communicated to the member.
Chapter VI. Rights and Obligations of Members
20. The Association’s member status is:
20.1. Members of the Association shall be entitled to participate in the activities of the Association.
20.2. The members of the Association shall be entitled to equal rights and shall have equal obligations, unless the Articles of Association defines special status membership rights.
20.3. A member may exercise its membership rights personally. A member may exercise its membership rights through a representative if such is allowed by the Articles of Association. The membership rights are not marketable and may not be inherited.
20.4. Beyond the payment of the membership fee the members shall not be liable with their own assets for any debts/payables of the Association.
21. Duties of the members:
21.1. A member of the Association shall fulfill the membership obligations specified in the Articles of Association.
21.2. A member of the Association shall pay the set annual membership fee on time.
21.3. A member of the Association shall not jeopardize the implementation of the Association's objectives and activities.
22. Each member of the Association shall have the same right to vote and may take part in the decision-making of the General Assembly entitled to decide on the fundamental issues affecting the Association's operation. Each member may personally exercise its right to vote. Any member can be chosen as Officer.
Chapter VII. The Association Bodies
23. The Association’s bodies are the General Assembly, the Board and the Supervisory Board.
24. The Association's main decision-making body is the General Assembly, which is composed of all the members.
24.1. A member will be entitled to attend the General Assembly, to exercise its right to vote, to speak, ask questions, make suggestions and comments in accordance with the order of the General Assembly.
24.2. The General Assembly shall meet at least once a year.
24.3. The General Assembly shall meet in public; anyone can participate in such meetings, however this may be restricted by law and in the cases specified in the Articles of Association. The decisions of the General Assembly will be made usually by simple majority in an open vote.
24.4. Convening of meetings shall be done by sending out invitations, which is to be sent by mail or e-mail eight (8) days before the meeting. The invitation shall include the agenda.
24.5. The Board shall submit the annual report to the General Assembly which will decide on its acceptance by open vote and a simple majority.
24.6. General Assembly meetings shall be recorded in minutes. The Chairman of the General Assembly (hereinafter the Chairman of the General Assembly) shall provide taking the minutes of the meeting. The Minutes shall include names of General Assembly members present and, possibly, names of the Supervisory Board members, invitees names, agenda items discussed, content, date, and number of the decision passed and the ratio of those for and against the decisions (if possible, the person of).
24.7. The Chairman of the Association (hereinafter referred to as the Chairman) shall notify the parties concerned on the decisions of the General Assembly by mail or by e-mail.
25. Anybody may have read access to reports and other documents related to the operation of the Association or may request information on contents of such from the Chairmanverbally or in writing.
25.1. Access to documents of the Association shall be requested from the Chairman.The Chairman will permit access to the documents what will be fulfilled by the secretary.
26. Anybody may use all services of the Association without restriction.
27. The Association's decisions should be communicated to the stakeholders directly (by mail or e-mail); decisions affecting a wider range of members or users of the services shall be published on the website of the Association.The Association shall publish its annual report on its website.
28. The followings are the exclusive competence of the General Assembly.
- Adoption and amendment of the Articles of Association;
- Adoption and amendment of the Rules of Operation;
- Decision on the termination, merger and splitting of the Association;
-Election,recall and remuneration of the executive officers;
-Adoption of the annual budget;
-Adoption of the Annual Report, including the Board's report on the Association's financial situation;
-Election of the Supervisory Board (hereinafter referred to as the Supervisory Board)if the Association's annual revenues are in excess of fifty million forints (HUF 50 Million); in such cases election,remuneration and recall of the Supervisory Board members;
-Election, recall and remuneration of the financial auditor (hereinafter referred to as Auditor);
-Assignment of a liquidator;
-The annual membership fee is to be decided by separate resolutions of the General Assembly.
29. The Board will convene the General Assembly by sending an invitation letter or e-mail to that effect.
29.1. The invitation shall contain the following:
a) Name and registered address of the Association;
b) Indication of the date/time and location of the meeting;
c) Agenda for the meeting.
29.2. The agenda should appear in a level of details in the invitation that will enable the voters to establish their positions in the topics to be discussed.
30. If the General Assembly was not properly convened, the meeting may be held if all those entitled to participate in meeting are present and unanimously approve holding the meeting.
30.1. The General Assemblymay decide only in matters properly communicated on the agenda unless everyone entitled to participate is present and unanimously agree to negotiate the subject in question not on the agenda.
31. The GeneralAssemblyshall have a quorum if those present represent more than fifty (50) percent of eligible votes. The quorum shall examine any such decisions.
31.1. If a member cannot vote on a matter, he/she shall be disregarded in the determination of a quorum at the adoption of the affected decision.
31.2. If the General Assembly did not have a quorum the therefore repeated General Assembly (hereinafter referred to as the Reconvened General Assembly)will constitute a quorum in the issues included in the original agenda regardless of the number of members present. The Reconvened General Assembly shall be convened at a datetime after the datetime of the original meeting canceled for lack of quorum and the datetime of which shall be indicated in the original invitation to the General Assembly with reference to the legal consequences of the lack of quorum.
31.3. The members shall take decisions by vote in the General Assembly.
32.The person who personally or of whose close relative meet the belowlisted criteria shall not take part in the decision making of either the General Assembly or the Board .
a)Be exempt from any obligation or responsibility, or
b)Receives any other benefit, or is otherwise interested in the legal transaction to be conducted.
32.1. The following does not constitute a benefit: available-kind services provided without limitation under the framework of the Association as NGO's charitable purpose by anyone and benefits provided by the Association to its members based on the membership for the proper purpose according to the Articles of Association.
33. Those meeting the below listed criteria shall not become a Supervisory Board member or auditor.
a)Chairman or member of either the General Assembly or the Board (not including the members of the General Assembly of the Association who are not engaged in office);
b)Maintaining an employment or other work relationship with the Association, as a non-profit organization beyond this mandate, unless the law otherwise provides;
c)Receiving benefit for a purpose given by the Association as a non-profit organization, except for the available-kind services provided to anyone without limitation under the framework of the Association as NGO's charitable purpose and benefits provided by the Association to its members for the proper purpose based on the membership according to the Articles of Association.
d)Close relative of the persons specified in the above Paragraphs a) through c).
34. The members will make decisions by a majority of votes taken into account in determining the quorum.
34.1. Any changes to the Articles of Association will require a decision adopted with three-fourth majority votes of the members present.
34.2. Change to the Association’s objective and General Assembly decision on the termination of the Association will require a decision adopted with three-fourth majority votes of those members entitled to vote.
35.The Association will be managed by the Board. The senior officials of the Association will be the Board members (Chairman and two Vice Chairmen).
35.1. The Board shall consist of three members. The Assembly shall elect the Board members for five (5) years.The Board will elect the Chairman - who is also Chairman of the Association - from among its members.
The Chairman of the Association will be VARGA, Endre (mother’s name MÉSZÁROS, Mária; Place and time of birth: Zirc, 09/24/1964 Address: Stadion u. 1/B., Veszprém. Two Vice-Chairmen of the Association are AGG, Zoltán; (mother’s name CSOMAI, Ilona; Place and time of birth: Veszprém, 04/21/1957 Tátorján u. 10, Veszprém) and MELEG, Tamás; (mother’s name KOVÁCS, Erzsébet; Place and time of birth: Veszprém, 03/11/1979 Address: Petőfi S. u. 88, Bánd H-8443)
35.2. Members of the Board shall attend the General Assembly, answer questions about the Association, and give report on the Association's activities and economic situation.
35.3. Decisions of the Board will be made by a simple majority of the members present.
36. In the period between two General Assemblies the Board will decide in any issue that is not the sole responsibility of the General Assembly. The Board shall communicate its decisions taken and actions in the next General Assembly.
36.1. The Board will be entitled to decide on assuming liabilities imposed on the association (like agreements, decisions on charitable activities, etc. and on exercising the rights of the Association, while meeting the reporting requirements.
36.2. The Board members as senior officers shall manage the Association with due diligence rightfully expected from persons in such positions and shall give priority to the Association’s interests. A senior officer shall meet his management responsibilities personally.