Articles of association
Association of Hungarian CMS Companies and Business Information Providers
1. NAME OF THE ASSOCIATION: Association of Hungarian CMS Companies and Business Information Providers (MAKISZ)
Seat: H-1025 Budapest, Kapy utca 15.
2. PURPOSE OF THE ASSOCIATION: Professional forum for the nationwide Association of Hungarian CMS Companies and Business Information Providers.
- Helping the activities of companies operating in the field of credit management services and business information providing;
- cooperation in ensuring the legal background to the profession;
- maintaining collegial cooperation and professional understanding among the members of the Association;
- continuous information and professional advice for members and their clients;
- minimizing business risk among business communities, protecting businesses;
- intention to resolve disputes between members and their clients;
- intention to process professional queries, representing the profession’s interest in public, keeping contact with other associations;
- keeping the regulations, and supervising the enforcement of the Code of Ethics;
- establishing the social image of the profession.
a.) Establishing membership:
Member of the Association may be any Kft. or Rt., which operates in the field of credit management, and which acknowledges the obligations of the Code of Ethics and the Articles of Association as binding for itself. Supporting member of the Association may be any registered legal person, or other organization without legal personality, private entrepreneur, private person, association, who agrees with the aims of the Association, and supports them. In connection with member admission, the Board has the right of decision.
b.) Rights of members:
Each member has the right to hold a position in the Association’s elected organizations through an executive officer who is entitled to representation, or through an employee, and furthermore, has the right to attend the General Assembly of the Association, to make a speech and to exercise the right to vote. Every member is entitled to one vote.
Members may challenge the law-breaking resolution of the Association’s organizations in court.
Supporting members are entitled to attend and make a speech at the General Assembly of the Association, however, they cannot exercise the right to vote, and cannot be elected in the organizations of the Association to hold a position. Supporting members have the right to financially contribute to the Association’s aims.
c.) Obligations of members:
During their professional activities, the members are required to comply with the obligations of the Articles of Association and the Code of Ethics, and to pay the membership fee, required by the Board, duly.
Members are required to provide data (in respect of the previous year, with a due date of 31st of March) on the volume of their turnover, in a dedicated table, furthermore, they are required to provide data, based on the Board’s appeal, maximum three times a year.
d.) Membership fee:
To cover the expenses related to the activities of the Association, members are obliged to pay an annual membership fee, the amount of which is determined by the General Assembly. Members are required to pay the membership fee duly.
If a member fails to pay the membership fee, it will receive a notification to settle the amount, and if the member does not settle the amount within 15 days of the date of such request the membership will be suspended for a period of 30 days. If the debt will not be handled during the suspension period, the membership will be terminated.
Depending on the annual net income of a member, and considering the Association’s budget, the General Assembly can apply two different levels of membership fee. However, the extent of the amount of the membership fee, does not affect the number of votes to be exercised at the General Assembly.
The above consequences of non-payment of the membership fee can be applied to those members, who fail to fulfill their reporting obligations.
e.) End of membership:
Membership in the Association ends in case of:
- resignation: at the request of the (supporting) member;
- dissolution: the member’s termination without successor, or in case of delay in paying the membership fee, or in fulfilling the mandatory data service described in paragraph 3/d above;
- exclusion: if the member fails to fulfill its obligations written in the Deed of Foundation, the Code of Ethics or does not comply with the requirements of the General Assembly of the Association. Appeal against the decision, the concerned member can go to court within 30 days of receipt of the resolution.
4. ORGANIZATIONS OF THE ASSOCIATION, AND THEIR RESPONSIBILITES:
a.) General Assembly:
The main body of the Association is the General Assembly. The annual General Assembly is held in the first quarter of the year. An extraordinary General Assembly can be called, if, at least 25% of the members request it from the Board in writing, and at the same time, submit the agenda as well. The call of the extraordinary General Assembly can be initiated by the Board as well. The call and the exact time and place of the General Assembly shall be determined by the Board.
The General Assembly has a quorum, if at least 51% of the members are present, and participate in the decision-making process. If the General Assembly had no quorum, the repeated General Assembly has a quorum in connection with the questions that were on the original agenda, regardless the number of members that are present, and if the members have been informed in the invitation in advance. The repeated General Assembly has to be held 8 days after the General Assembly, originally cancelled due to inquorate, which date has to be marked in the original invitation to General Assembly.
The General Assembly makes its resolutions by simple majority vote. In case of a tie-vote, the recommendation shall be considered rejected. Making a General Assembly’s resolution is also possible via e-mail, if 75% of the members, plus one person participates in the process.
To accept or amend the Deed of Foundation, to elect or recall the Board, ¾ majority of the quorate General Assembly is necessary. To the dissolution of the Association, or its cooperation or merge with other professional chambers or organizations, ¾ majority of the quorate General Assembly is necessary as well. Voting method is secret ballot, in writing.
Competences of the General Assembly are:
- defining the annual budget of the Association;
- defining and amending the Deed of Foundation of the Association;
- electing and recalling the Board and the Committee of Legal Affairs and Ethics;
- negotiating and accepting the Association’s annual report on its activities, in light of the President’s report;
- defining the Association’s major activities up until the next General Assembly;
- decision in all questions, which the law or the Articles of Association assign to the Association’s responsibility.
- decision in connection with cooperation or merge with other organizations, dissolution, furthermore, decision on asset allocation in such case;
- accepting the Code of Ethics;
- establishing annual fee structure.
b.) The Board:
Between two General Assemblies, the Association’s activities shall be governed by the Board elected by the General Assembly, for a period of 3 years. The Board consists of at least 3, but at most 5 members.
The members of the Board are elected by the General Assembly. The nominations for the Board membership have to be sent to the Board 30 days prior to the General Assembly, in writing, which, then will send them 15 days prior to the General Assembly, summarized to the Association’s members. The Board and the President are elected from among themselves, for the period of one year, through simple majority vote, by the Board members elected by the General Assembly.
Quorum means, that at least half of the members are present. A decision of the Board is adopted by simple majority vote. In case of a tie vote, the vote of the President decides.
In questions, which are not referred, by the Deed of Foundation or by law, to the competence of the General Assembly, the Board decides.
The President represents the Association independently, while two further members of the Board are entitled to represent the Association jointly.
Responsibilites of the Board:
- convening the General Assembly;
- preparing the annual report on the Association’s management;
- preparing and submitting the budget to the General Assembly;
- preparing a written, annual report on the activities of the Association, and submitting it to the General Assembly;
- member admission, considering the members’ opinion, registering members;
- implementing the resolution of the General Assembly.
The Board membership ends in the following cases:
- end of the 3 year period;
- board member’s death;
- termination of employment, or an executive officer’s relationship, in case of a member of the Association.
It is mandatory to recall the member of the Board, in connection with whom, or in connection with the company which he/she represents, the Committee of Legal Affairs and Ethics of the Association makes a condemnatory resolution, or if the membership of the represented member ended. The Board calls a session whenever it is necessary, but at least quarterly, and notifies its members about the resolutions. If the number of Board members falls below 3, the Board has to call a General Assembly to supplement the Board.
The members of the Board carry out their duties without charge.
c.) Committee of Legal Affairs and Ethics:
The General Assembly elects the Committee of Legal Affairs and Ethics for 3 years. The Committee of Legal Affairs and Ethics consists at least 3, but at the most of 5 members. Members of the Committee of Legal Affairs and Ethics can be those individual, who work in the field of credit management services and business information providers, and have good reputation. Who is a member of the Board, cannot be a member of the Committee of Legal Affairs and Ethics. If there is an ethics procedure against a member of the Committee of Legal Affairs and Ethics or against its undertaking (in which he/she is a member, representative or employee), he/she cannot participate in evaluating the complaint. The members of the Committee of Legal Affairs and Ethics elect the president from among themselves.
If the number of members in the Committee of Legal Affairs and Ethics falls below 3, a General Assembly has to be called to supplement.
The Committee of Legal Affairs and Ethics prepares the draft version of the Code of Ethics and submits it to the General Assembly for discussion and acceptance.
The Committee of Legal Affairs and Ethics is responsible for handling and making decisions in connection with complaints between members and between clients and members, submitted to the Association. The Committee of Legal Affairs and Ethics has a quorum if at least half of its members are present. The Committee of Legal Affairs and Ethics makes its resolutions through simple majority vote. If the Committee of Legal Affairs and Ethics has to vote in connection with something, and one of the members abstains from voting, and therefore there is a tie vote, the vote of the president counts double. Against the decision, there is a possibility to go to the General Assembly. An appeal against the resolution of the General Assembly may be made, within 30 days of notice, in court.
The Committee of Legal Affairs and Ethics constantly monitors the law-making plans affecting credit management and information providing. The Association forms an opinion about the draft laws, which is submitted to the Board and the General Assembly if necessary.
The membership in the Committee of Legal Affairs and Ethics ends in the following cases:
- 3 years of membership ends;
- Committee members’ death.
d.) Honorary president:
The General Assembly may elect an Honorary President for a specified time, who is responsible for social representation, and carries out its activities as a social mandate. The Honorary President of the Association is not entitled to undertake commitments or to obtain rights in representation of the Association.
e.) The Secretary:
Within the budget accepted by the General Assembly, the Board can employ an association secretary.
The Secretary is responsible for supplying information regularly, coordinating the activities of the Board and the Committee of Legal Affairs and Ethics, coordination of the work, preparation and delivery of the membership, as well as performing any other task, that is distributed by the Board.
The Secretary is entitled to receive remuneration, determined by the Board. Employing an association secretary is optional.
5. TERMINATION OF THE ASSOCIATION:
The Association will be terminated in case of:
- merge with other association, or non-governmental organization;
- dissolution by resolution;
- establishing the termination of the Association.
Upon termination of the Association of the Association’s assets shall be distributed in proportion to the contributions from the members and supporting members.
The Association operates under Act II of 1989. In issues not settled amicably, the court competent by the seat of the association shall have jurisdiction.
Budapest, August, 2007.