By-Laws

Constitution and By-Laws of the American Chamber of Commerce in Hungary

 



Table of contents

I. General provisions
1.1. Name, seat, purpose and tasks of the chamber
1.2. Mission and tasks of the chamber
II. Membership
2.1. Members of the chamber
2.2. Creation of membership status
2.3. Termination of membership status
2.4. Members' rights
2.5. Obligations of members
2.6. Rights and obligations of honorary members
III. Structure of the chamber
3.1. General assembly
3.2. The board of governors
3.3. Committees
3.4. Chamber office
3.5. Termination of the Board Member's Term
3.6. President
3.7. First Vice President
3.8. Second Vice President
3.9. Secretary Treasurer
3.10. Board Members-at-Large
3.11. Ex-Officio Members
3.12. Chief Executive Officer
3.13. Committees
3.14. Chamber Office
IV. MISCELLAENOUS
4.1. Financial Matters
4.2. Supervision of the Chamber
4.3. Termination of the Chamber
4.4. Signature Authorities and Closing Provisions

I. GENERAL PROVISIONS

1.1. NAME, SEAT, PURPOSE AND TASKS OF THE CHAMBER

1.1.1. The organization: American Chamber of Commerce in Hungary
Short name: AmCham
Hereinafter: the “Chamber”

1.1.2. Seat of the Chamber: 1051 Budapest, Szent István tér 11.

1.1.3. The Chamber is an independent representative body that was voluntarily established by its members.  The Chamber represents the interests of its members from time to time (the “Members” / the “regular Members”).  It operates independently and in cooperation with other interest representation bodies.

1.1.4.   The Chamber is a legal entity that operates nationwide in accordance with Act V of 2013 on the civil code, as amended (“Civil Code”), Act CLXXXV of 2011 on the right to assemble, non-profit status, and the operation and support of civil organizations (“Civil Organizations Act”), other related applicable laws and regulations, and pursuant to the provisions of this Constitution and By-Laws.

1.1.5. The Chamber’s supreme body is its general assembly (the “General Assembly”) the role and authority of which are set out in Section 3.1.

1.1.6. Between meetings of the General Assembly the Chamber shall be governed by its board of governors (the “Board”) the role and authority of which are set out in Section 3.2.

1.2. MISSION AND TASKS OF THE CHAMBER

1.2.1. The mission of the Chamber is to be the leading representative for U.S. and international business in Hungary and to promote the global competitiveness of Hungary.

1.2.2. In order to achieve the mission described in Section 1.2.1 the Chamber shall:

(a) seek to foster the constant improvement of the investment climate in Hungary;

(b) based on Members’ opinions, take a stand on economic policy issues relating to matters pertaining to business associations, especially government decisions;

(c) represent and assist its entire membership and sub-groups of its membership with economic issues concerning them;

(d) strive for constructive solutions to trade and economic problems related to Hungarian-U.S. business relations;

(e) promote measures which benefit and protect the interests of the Members;

(f) initiate modification or termination of laws needlessly impeding the operation of business associations;

(g) express its opinion based on the harmonized voice of the Members on issues concerning the Members’ rights, interests and reputations;

(h) publicize its standpoint on appropriate issues and provide its standpoint to relevant bodies;

(i) maintain cordial relationships with Hungarian chambers of commerce, Hungarian Ministries, the U.S. Chamber of Commerce and other chambers of commerce and similar organizations in the United States and abroad;

(j) seek to assure the legal and ethical conduct of business;

(k) collect and disseminate information for the Members in order to help them become familiar with regulations that concern them;

(l) organize presentations, roundtable discussions, seminars and public relations activities;

(m) assist those considering or engaged in economic activity in Hungary; and

(n) join appropriate organizations such as the U.S. Chamber of Commerce and the European Council of American Chambers of Commerce.

1.2.3. The Chamber shall implement the goals set forth in Section 1.2.2 in its capacity as a nonprofit organization.

1.2.4. The Chamber’s services shall be provided to the Members for a membership fee and other fees.

1.2.5. In order to implement the goals set forth in Section 1.2.2, the Chamber shall:

(a) organize meetings, presentations, and seminars for the Members and provide them with educational and networking opportunities;

(b) prepare and distribute invitations to the Members;

(c) distribute to the Members letters, magazines, handbooks and printed and electronic publications;

(d) make documents and information available on the Chamber’s website; and

(e) maintain Standing Committees and Ad Hoc Committees (each as defined in Section 3.13).

II. MEMBERSHIP

2.1. MEMBERS OF THE CHAMBER

2.1.1. The following entities may be regular Members:

(a) business associations, which can be registered in Hungary or abroad;

(b) representative offices of foreign business associations, which can be registered in Hungary or abroad;

(c) branch offices of foreign business associations, which can be registered in Hungary or abroad;

(d) nonprofit organizations, which can be registered in Hungary or abroad; and

(e) natural persons.

2.1.2. In addition to regular Members the Chamber may have Members who are individuals who bring high prestige to the Chamber or have been prominent for their outstanding activities in favor of the Chamber (“Honorary Members”).  Honorary Members shall be entitled to use the title “Honorary Member”.  All former Presidents (as defined in Section 3.6.1) of the Chamber shall be Honorary Members.  The Board shall select all other Honorary Members.

2.1.3. The Board shall be entitled to admit nonprofit organizations as Members and permit such organizations to pay the lowest membership dues then required of any of the Members.  The Board shall use its discretion in determining qualification for non-profit organization status under this Section and registration of any organization as a non-profit organization either in Hungary or abroad will be taken into account in such a determination.

2.1.4. A Membership Committee (as defined in Section 3.13.2) is empowered by the Board as a Standing Committee (as defined in Section 3.13) to fulfill its duties (as set out in Sections 2.2.2, 2.2.3 and 3.13.2) with respect to the admittance and classification of Members.

2.2. CREATION OF MEMBERSHIP STATUS

2.2.1. In order to be considered for membership in the Chamber, a potential Member shall:

(a) complete an application form provided by the Chamber and return the completed form to the Chamber Office (as defined in Section 3.14);

(b) sign a statement accepting this Constitution and By-Laws;

(c) sign a statement that states it has read the Chamber’s code of ethics and business conduct, and conflict of interest policy (provided that such code/policy has been approved by the Board); and

(d) provide to the Chamber recommendations in favor of its membership written by two current Members.

2.2.2. The Membership Committee (as defined in Section 3.13.2 (a) shall strive to make a decision on an application for membership in the Chamber within 30 days of its having received it.

2.2.3. If the Membership Committee rejects a membership application, then the applicant may, within 15 days of its receipt of such decision by the Membership Committee, lodge an appeal to the Board.  The Board shall strive to review any such appeal within 60 days of its receipt thereof.  The decision of the Board on any such appeal shall be conclusive and binding for all purposes.

2.2.4. Membership in the Chamber shall begin with payment of the membership dues and shall be renewable on a yearly basis upon payment of applicable membership dues.

2.3. TERMINATION OF MEMBERSHIP STATUS

2.3.1. A Member’s membership in the Chamber shall be deemed terminated if the Member:

(a) provides notice to the Chamber that it is withdrawing as a Member in accordance with the provisions of Section 2.3.2;

(b) in the case of a Member which was a business association, such business association no longer has the status of a legal person;

(c) in the case of a Member who is a natural person, such natural person dies;

(d) is expelled from the Chamber in accordance with the provisions of Section 2.3.3; or

(e) does not pay membership fees within 90 days of the date when such fees are due. If a member has not paid its membership dues when payable, the Chamber Office (as defined in Section 3.14) shall take the following actions: (1) approximately 15 days after such dues have first become payable, an employee of the Chamber Office shall contact the Member by telephone and request payment of the dues; (2) if such dues continue to remain unpaid after such telephone contact, approximately 60 days after such dues have become first payable, the Chamber Office shall send the Member a letter requesting payment of the dues; (3) if such dues continue to remain unpaid after such letter for 90 days after such dues have first become payable, the Chamber Office (after consulting with the Membership Committee (as defined in Section 3.3.2.1)) shall send the Member a notice stating that the Member’s membership in the Chamber is terminated and that the Chamber’s invoice setting forth the dues is cancelled.

2.3.2. If a Member intends to withdraw as a Member, it shall send a written notice to the Chief Executive Officer (as defined in Section 3.12 .1) of its intention to withdraw as a Member.  Any such notice must be sent at least one month before such Member’s membership fee is due, otherwise such Member shall be liable for its membership dues notwithstanding its notice of its intention to withdraw as a Member.

2.3.3. Upon recommendation of the Membership Committee, the Board may expel a Member for a material violation by it of the Constitution and By-Laws of the Chamber or for dishonorable or immoral conduct that endangers the Chamber’s goals or reputation.  A decision of the Board to expel a Member shall be conclusive and binding for all purposes.  At any time following the second anniversary of a Member’s expulsion from the Chamber, a Member may reapply for membership in the Chamber.

2.4. MEMBERS’ RIGHTS

2.4.1. Each Member has the right to:

(a) participate in the Chamber’s activities and those of its Committees (as defined in Section 3.3);

(b) vote at the General Assembly;

(c) stand for elective office in the Chamber pursuant to the requirements of Section 3.2 and/or in the case of legal entity Member, delegate an officer or employee to stand for such office;

(d) receive information on the Chamber’s activities on a regular basis;

(e) make suggestions to the Chamber;

(f) use the Chamber’s services upon payment of appropriate compensation as determined by the Chamber; and

(g) indicate its status as a Member on its stationery and letterhead in the way regulated by the Chamber.

2.4.2. Each Member can exercise its membership rights by proxy.  Proxy rights shall be properly documented as determined by the Elections Committee (as defined in Section 3.13.3 (a).

2.4.3. Members who are entitled to vote at a General Assembly and are not able to attend a General Assembly may exercise their voting rights at the General Assembly by proxy.  However, they cannot exercise their voting rights by submitting votes using absentee voting ballots.

2.5. OBLIGATIONS OF MEMBERS

Each Member is obligated to:

(a) support the Chamber’s goals;

(b) respect the Constitution and By-Laws;

(c) act in an ethical manner;

(d) upon volunteering to assist the Chamber, such as through participation in a Committee (as defined in Section 3.3), meet the responsibilities associated with such action; and

(e) pay the membership fee when due.

2.6. RIGHTS AND OBLIGATIONS OF HONORARY MEMBERS

Rights and obligations of Honorary Members are the same as those of other Members
except:

(a) Honorary Members shall not be entitled to vote at the General Assembly; and

(b) Honorary Members shall not be obliged to pay membership fees.

III. STRUCTURE OF THE CHAMBER

3.1. GENERAL ASSEMBLY

3.1.1. All Members shall be entitled to participate in the General Assembly.

3.1.2. The General Assembly’s exclusive jurisdiction is as follows:

(a) establishing and modifying the Constitution and By-Laws;

(b) electing and recalling the President, First Vice President (as defined in Section 3.7.1), Second Vice President (as defined in Section 3.8.1), Secretary Treasurer (as defined in Section 3.9) and Board Members-at-Large; and

(c) accepting reports from the President, the Secretary Treasurer and the Chief Executive Officer given at a General Assembly meeting.

3.1.3. The annual financial statements of the Chamber shall be prepared in accordance with Act C of 2000, as amended on accounting and shall be deposited and made public in accordance with the provisions of the Civil Organizations Act.  The General Assembly may delegate the authority to approve the annual financial statements of the Chamber to the Board.

3.1.4. The General Assembly may be convened as circumstances require, but must be convened at least once a year between June 30 and December 30.

3.1.5. The President is responsible for convening the General Assembly. The President must convene a General Assembly if:

(a) it is initiated by the Secretary Treasurer;

(b) it is initiated by the Board;

(c) it is ordered by a decision of a court; or

(d) it is requested in writing by one tenth of the Members.

3.1.6. An invitation to a General Assembly signed by the President shall be sent out to all Members at least 30 days prior to such General Assembly.  Such invitation shall indicate the date, starting time, place and agenda of such General Assembly. This invitation shall contain a statement providing that “voting ballots” for the elections to the Board will be available for Members with voting rights up to the beginning of the elections procedure, that is, the moment at which the chairman of the meeting at which the elections are held declares that the meeting has reached the agenda item under which the elections are held. Members who wish to obtain a voting ballot at the General Assembly must therefore arrive at the place of the General Assembly prior to the beginning of the election procedure.

3.1.7. Any Member may propose issues for consideration for a General Assembly by submitting such issues to the Chamber Office no later than 15 days prior to such General Assembly.  The agenda of each General Assembly will be decided by the Board. The Board shall place on the agenda of the General Assembly any issue proposed by a member that is supported in writing by 10% of the Members.  If, as a result of receipt by the Chamber Office of such a proposal, the agenda of the General Assembly shall differ from that which was sent 30 days prior to a General Assembly, then the modified agenda shall be sent to the Members at least five days prior to such General Assembly.

3.1.8. A General Assembly shall have a quorum if 20% of the Members who are entitled to vote at the General Assembly are present.  If the General Assembly does not have a quorum, another General Assembly can be called by the President no earlier than 30 minutes and no later than 30 days after the original General Assembly with the same agenda as the original General Assembly, and such second General Assembly shall be entitled to make resolutions by simple majority of those Members which are present at such second General Assembly if the possibility for such second General Assembly was communicated to the members in the invitation to the original General Assembly.

3.1.9. Resolutions of the General Assembly shall be made with a simple majority vote of Members present thereat.

3.1.10. Resolutions of the General Assembly shall be made by secret or open vote, as determined by the chairman of the General Assembly, provided, however, that elections for all Board positions shall be by secret vote.

3.1.11. The chairman of the General Assembly shall be elected by the General Assembly.  The Chief Executive Officer shall act as co-chairman of the General Assembly.

3.1.12. Minutes shall be prepared for each General Assembly.  The Chief Executive Officer shall propose a candidate to be the chairman and a candidate to be the keeper of the minutes of the General Assembly.  The General Assembly will elect the chairman and the keeper of the minutes of the General Assembly by a simple majority vote. The minutes shall contain the list of attendees, the agenda, proposals from the floor, summary of speeches and presentations, resolutions passed, and the winners of the elections to the Board.  All written documentation submitted to the General Assembly shall be attached to the minutes.

3.1.13. The minutes shall be signed by the chairman of the General Assembly, the co-chairman of the General Assembly and the keeper of the minutes. Minutes of all General Assemblies shall be kept in the Chamber Office shall be open for inspection by any Member.

3.1.14. Each Member has the right to vote at the General Assembly except for Honorary Members and Members that have not paid their dues in full.

3.1.15. At the General Assembly, before the elections for Board positions take place, a vote counting committee (the “Vote Counting Committee”) shall be elected. Members of the Vote Counting Committee shall be elected by open majority vote of Members present and entitled to vote at the General Assembly. The Committee shall have three members. The three members of the Vote Counting Committee shall elect the chairman of the Vote Counting Committee or, if they cannot elect a chairman among themselves, one of them shall be appointed chairman by the President. The Vote Counting Committee shall count the votes for the Board positions. After counting all the votes for a Board position (made personally or by proxy at the General Assembly), the chairman of the Vote Counting Committee shall announce the winners of the Board election for such position.

3.2. THE BOARD OF GOVERNORS

3.2.1. Between General Assemblies the Board shall govern the Chamber.  Members of the Board must be a member of the Chamber or an officer or employee of a Member throughout their entire term of office.

3.2.2. The members of the Board (the “Board Members”) shall be:

(a) the President (as defined in Section 3.6.1);

(b) the First Vice President (as defined in Section 3.7.1);

(c) the Second Vice President (as defined in Section 3.8.1);

(d) the Secretary Treasurer (as defined in Section 3.9.1);

(e) seven Board Members-at-Large (as defined in Section 3.10);

(f) Ex-Officio Members (as defined in Section 3.11); and

(g) the Chief Executive Officer (as defined in Section 3.12).

3.2.3. Ex-Officio Members and the Chief Executive Officer do not have the right to vote in the decisions made by the Board.

3.2.4. The voting Board Members shall be elected by the General Assembly for two-year terms beginning on the day of their election or for such lesser period of time as may be approved by the General Assembly at which the election is held.  An individual may serve a maximum of two consecutive terms as a Board Member.  Any Member may stand as a candidate for election to the Board who is nominated in writing to do so by at least 10 Members.  A list of all candidates for election to the Board shall be provided to the Members at least five days prior to the relevant General Assembly. Each candidate shall indicate his or her agreement to the existing Election Rules (as defined in Section 3.13.3(c)) as approved by the Board in accordance with the provisions of Section 3.2.8 (b) by signature thereto. The Election Rules shall be available no later than 60 days prior to the relevant General Assembly. No individual may serve on the Board who is not physically present in Hungary for at least nine months per year.

3.2.5. Individuals shall be elected to the Board by simple majority of votes in a written secret ballot at the General Assembly.  Elections of Board Members shall be staggered so that approximately one half of the Board is elected each year.  Election Rules (as defined in Section 3.13.3(c)) for Board positions shall be proposed by the Elections Committee for consideration and approval by the Board. In connection with the election of a Board Member referred to in 3.2.2 a), b), c) and d) above, in any case in which the vote results in a tie regarding all of the candidates or the first two (2) candidates receiving the most votes, there shall be a second vote.  The individual receiving the most votes in the course of such second vote shall be elected as a Board Member.  With respect to the election of Board Members-at-Large, the candidate(s) who received the most votes shall be elected to the open position(s), in an order corresponding  to the number of votes received.  In any case in which the vote results in a tie regarding the remaining open position, there shall be a second vote. The second vote shall include only such candidates who received an equal number of votes regarding the remaining open position in the first vote. The individual receiving the most votes regarding the remaining open position in such second vote shall be elected as a Board Member-at-Large.

3.2.6 The Board shall provide a report to the Chamber each year (the "Annual Report").

3.2.7. Board Members shall serve without compensation, except for the Chief Executive Officer.

3.2.8. The Board’s jurisdiction shall be:

(a) Supervision of the work of the Chamber, especially:

            (I) upholding the interests of the Chamber and that of the Members;

            (II) formation or alteration of Chamber positions on issues;

            (III) cooperation and coordination of standpoints with other organizations;

            (IV) authorization lobbying initiatives and activities; and

            (V) establishing Standing and Ad Hoc Committees of Board Members and/or regular Members and appointing their chairmen and other members of such Committees.

(b) approving the adoption of and any changes to, the Election Rules as proposed by the Elections Committee, the procurement policy, the code of ethics and business practices, the lobbying policy, or the operational authority and accountability matrix of the Chamber from time to time (together referred to as the “Key Policies”) provided that in each such case such adoption and/or approval shall require a majority of two thirds or more of the total number of all of the Board Members entitled to vote;

(c) managing the international activities of the Chamber;

(d) making decisions on possible cooperation with other national and international organizations;

(e) making decisions on employment of the Chief Executive Officer, terminating the Chief Executive Officer’s employment and practicing employer’s rights on behalf of the Chamber against the Chief Executive Officer;

(f) admitting Honorary Members;

(g) making decisions on appeals of decisions of the Membership Committee;

(h) approval of and ongoing supervision of any current or proposed (as relevant) annual budget of the Chamber and the acceptance of the budget report in respect of any prior annual budget;

(i) determining the annual membership fee;

(j) changing the seat of the Chamber;

(k) selecting auditor(s) to examine the correctness of the balance sheet according to Hungarian accounting standards; and

(l) nominating and electing  Ex-Officio Members (as defined in Section 3.11.1); and

(m) approving the annual financial statements of the Chamber.

3.3. BOARD MEETINGS

3.3.1. The Board shall decide on the schedule of its meetings and shall meet whenever required.

3.3.2. Board meetings shall be convened and chaired by the President. If the President is unable to convene or chair a Board meeting the First Vice President shall convene and chair the meeting. If the President and the First Vice President are unable to convene and chair the meeting, the Second Vice President shall convene and chair the meeting.  If the President, the First Vice President and the Second Vice President are unable to convene and chair the meeting, another Board Member shall convene and chair the meeting.

3.3.3. If one third of the Board requests a Board meeting in a notice to the President which indicates the purpose of such meeting, the President is obliged to call such meeting.

3.3.4. An invitation to each Board meeting which sets forth the date and agenda of the meeting shall be sent to each Board Member by the Chief Executive Officer (as defined in Section 3.2.23.1) at least five days before such meeting is to take place.

3.3.5. Board meetings may take place in person, by telephone conference call, by videoconference or any combination thereof.

3.3.6. Board Meetings shall have a quorum if more than half of the Board members entitled to vote are present.

3.4. VOTING

3.4.1. The Board shall make its decisions by open simple majority vote of Board Members present that are entitled to vote. In the case of a tie vote, the chairman’s vote shall decide the matter under consideration. Minutes must be taken of the meetings of the Board and shall be kept at the Chamber Office. Board Members cannot be represented by proxy.

3.4.2. Board Members who have a direct financial interest in a procurement decision of the Board must recuse themselves from both the Board discussion of such decision and the Board vote on such decision.

3.5. TERMINATION OF THE BOARD MEMBER'S TERM

3.5.1. A Board Member’s term is terminated if:

(a) such Board Member’s term expires;

(b) such Board Member resigns;

(c) a decision of a court on the detention of such Board Member takes legal effect;

(d) such Board Member dies;

(e) such Board Member is recalled by the General Assembly; or

(f) such Member ceases to be a Member or an officer or employee of a legal entity Member of the Chamber.

3.5.2. Vacancies on the Board

(a) In the case of a vacancy of the position of President or First Vice President prior to the expiration of such Board Member’s term, such vacancy shall be filled for the remainder of such term according to Sections 3.7.2. and 3.8.1, as applicable.

(b) In the case of a vacancy of Board Members other than the President, the First Vice President or the Chief Executive Officer prior to the expiration of such Board Member’s term, such vacancy shall remain until the next General Assembly.

(c) Any vacancy in the Chief Executive Officer shall be filled by the Board and the new Chief Executive Officer shall immediately become a Board Member.

3.6. PRESIDENT

3.6.1. The General Assembly elects one person as the president of the Board (the “President”) and the President shall also be the chairman of the Board.

3.6.2. The President may assign the President’s right to represent the Chamber to other Board Members.

3.6.3. The President is entitled to make a decision on any issue that does not fall within the exclusive competence of the General Assembly or that of the Board.  The President shall ensure that General Assembly and Board decisions are executed.

3.6.4. The President is entitled and responsible for convening the General Assembly.

3.6.5. The President shall jointly manage the Chamber’s public relations with the Chief Executive Officer and shall promptly notify the Board of all public relations positions.

3.7. FIRST VICE PRESIDENT

3.71. The General Assembly elects one person as the first vice president of the Board (the “First Vice President”). The responsibilities of the First Vice President shall be determined by the Board.

3.7.2. The First Vice President, for the relevant period of time, shall assume the duties of the President should the President not attend a meeting of the Board or be unable to fulfill the President’s other duties.  Should the President resign, be recalled or in any other way fail to be able to permanently perform the Presidential duties, the First Vice President shall replace the President and in doing so receive the President’s title and responsibilities.

3.8. SECOND VICE PRESIDENT

3.8.1. The General Assembly elects one person as the second vice president of the Board (the “Second Vice President”).

3.8..2. The tasks and responsibilities of the Second Vice President shall be determined by the Board.  If the position of First Vice President is vacated due to the First Vice President’s succession to the Presidency as per Section 3.7.2 hereof or due to resignation of the First Vice President, the Second Vice President shall succeed the First Vice President.

3.9. SECRETARY TREASURER

3.9.1. The General Assembly elects one person as secretary treasurer of the Board (the “Secretary Treasurer”). The Secretary Treasurer shall have responsibility for overseeing monies collected or received for the use of the Chamber.  The Secretary Treasurer shall oversee the financial situation of the Chamber and shall oversee the keeping of correct accounts by the Chamber in lawful form.  The Secretary Treasurer shall deliver over to its successor all books of account of the Chamber.

3.9.2. Should the Secretary Treasurer resign, be recalled, or in any other way be unable to permanently perform the duties of the Secretary Treasurer hereunder, a Board Member (other than the President) elected by the Board shall replace the Secretary Treasurer (and receive the Secretary Treasurer’s title and responsibilities) until the end of the term of the outgoing Secretary Treasurer.

3.10. BOARD MEMBERS-AT-LARGE

Seven persons shall be elected as additional members of the Board (the “Board Members-at-Large”). The Board Members-at-Large shall work with the other Board Members to ensure the effective running of the Chamber.

3.11. EX-OFFICIO MEMBERS

3.11.1. The two preceding Presidents of the Chamber and the Commercial Officer of the United States Embassy in Hungary together with such other Members as the Board may elect shall be ex-officio Board Members (the “Ex-Officio Members”).

3.11.2. Ex-Officio Members may attend the events of the Chamber, meetings of the Board and the General Assembly.  Ex-Officio Members shall not be entitled to vote at Board meetings or the General Assembly by virtue of their status as Ex-Officio Members.

3.12. CHIEF EXECUTIVE OFFICER

3.12.1. The Board elects one person as the chief executive officer of the Chamber (the “Chief Executive Officer”). The Chief Executive Officer shall be an employee of the Chamber and shall be responsible for the functioning of the Chamber Office.  All other employees of the Chamber shall report to the Chief Executive Officer.

3.12.2. The Chief Executive Officer shall take part in formulating and implementing the Chamber’s mission and strategy and shall be responsible for the day-to-day functioning of the Chamber.

3.12.3. The Chief Executive Officer shall attend the meetings of the Board and the General Assembly in an advisory capacity and shall participate in the General Assembly as co-chairman.

3.12.4. Subject to Section 4.4.1, the Chief Executive Officer shall represent the Chamber before third persons.

3.12.5. The Chief Executive Officer shall practice employer’s rights vis-à-vis the Chamber’s other employees.

3.12.6. At Board meetings, the Chief Executive Officer reports to the Board.  Other than at Board meetings, the Chief Executive Officer reports to the President.

3.12.7. The Chief Executive Officer shall jointly manage the Chamber’s public relations with the President and shall promptly notify the Board of all public relations positions.

3.12.8. The Chief Executive Officer shall have ultimate responsibility for monitoring the financial situation of the Chamber and shall present financial reports at least semi-annually to the Board.

3.12.9. Should the CEO be prevented from performing his/her duties or be absent, or in case of the position being vacant, the Board shall appoint a person serve as substitute in the position of the CEO and perform the activities of the CEO.

3.13. COMMITTEES

The Board may at its sole discretion, in addition to the committees set forth in this Section 3.13, create committees with ongoing functions (“Standing Committees”) and committees with specific, one-off functions (“Ad Hoc Committees”) (collectively referred to as “Committees”) each comprised of Board Members and/or regular Members. Such Committees comprised only of Board Members shall be designated as “Board Committees” and all other Committees as “Chamber Committees”.

3.13.1. Executive Committee
The Executive Committee is a consultative Standing Board Committee.

(a) Members of the Executive Committee shall be the President, the First Vice President, the Second Vice President, the Secretary Treasurer and the Chief Executive Officer.

(b) The meetings of the Executive Committee may be called by the President or three members of the Executive Committee.  The Executive Committee shall not be obliged to meet on a minimum number of occasions and/or at pre-defined intervals but shall be expected (as a guideline) to meet on one occasion between meetings of the Board unless there are no issues presented to the Executive Committee in accordance with Section 3.3.1.3 for which a meeting of the Executive Committee is reasonably required.

(c) The main duties of the Executive Committee are to ensure the smooth operation of the Board by providing a means through which Board Members can consult, discuss and request advice in relation to specific issues (in particular human resources-related issues) prior to raising such issues at Board level, thereby freeing up more of the Board’s time for strategic issues.

(d) After each Executive Committee meeting the President, or a member of the Executive Committee appointed by the President, shall inform the other Board Members about the Executive Committee meeting and the decisions and proposals of the Executive Committee not later than the next regular Board meeting.

3.13.2. Membership Committee

(a)  The membership committee (the “Membership Committee”) is a Standing Chamber Committee.

(b)  Members of the Membership Committee shall be the chairman of the Membership Committee (who should be a Board Member in any capacity), plus at least two regular Members of the Chamber.

(c) The main duties of the Membership Committee are to make proposals to the Board regarding membership criteria, membership application procedures, membership categories, membership satisfaction surveys and questions such as membership recruitment and retention.

(d) The chairman of the Membership Committee should inform the Board about membership statistics at least twice a year at regular Board Meetings.

3.13.3. Elections Committee

(a)  The elections committee (the “Elections Committee”) is an Ad Hoc Chamber Committee.

(b)  Members of the Elections Committee shall be the chairman of the Elections Committee (who may be a Board Member or a regular Member), plus at least two regular Members of the Chamber or Board Members. None of the members of the Elections Committee may be a person participating in the election.

(c)  The main duties of the Elections Committee are to develop (subject to Section 3.13.3(d)) and propose election rules (the “Election Rules”) for the election of Board Members including procedures for the documentation of proxy rights, to recruit candidates for election to the Board, and to determine that candidates are properly nominated

(d)  All Election Rules proposed by the Elections Committee must, prior to being adopted, be approved by the Board in accordance with the provisions of Section 3.2.8(b). The Election Rules must not contain any provisions which conflict with, and the Board shall not approve any provisions which conflict with, any of the mandatory election provisions detailed Sections 3.2.4 and 3.2.5 (the “Mandatory Election Rules”). 

3.13.4. Vote Counting Committee

(a)  The Vote Counting Committee is an Ad Hoc Chamber Committee.

(b)  The membership and duties of the Vote Counting Committee are set forth in Section 3.1.14.

3.4. CHAMBER OFFICE

The administrative and executive body of the Chamber (the “Chamber Office”) shall be headed by the Chief Executive Officer.  The Chamber Office shall carry out the goals and objectives established by the Chief Executive Officer, and shall provide services for Members and non-Members in a manner and to the extent determined by the Chief Executive Officer.  The principles of operation of the Chamber Office shall be stated in an operations and procedures manual which shall be established by the Chief Executive Officer.

IV. MISCELLANEOUS

4.1. FINANCIAL MATTERS

4.1.1. The Chamber shall fund its activities from its revenues.

4.1.2. Revenues of the Chamber shall include:

(a) membership fees;

(b) grants;

(c) participation fees;

(d) services;

(e) publications; and

(f) others

4.1.3. A membership fee shall be payable annually as determined by the Board.

4.1.4. The Chamber shall be responsible for its debts with its own assets.  Members and Board Members shall not be liable for the Chamber’s debts.

4.2. SUPERVISION OF THE CHAMBER

4.2.1. The Prosecutor’s Office shall act as the Chamber’s legal supervisor.

4.2..2. The Court of Budapest is responsible for the registration of the Chamber.

4.3. TERMINATION OF THE CHAMBER

4.3.1. The Chamber’s existence shall terminate if it:

(a) is dissolved; or

(b) merges with another organization; or

(c) announces (following a vote in favor of the same by the General Assembly) its termination.

4.3.2. If the Chamber’s existence terminates, the General Assembly shall determine how the Chamber’s assets shall be distributed after paying off the Chamber’s debts.

4.4 SIGNATURE AUTHORITIES AND CLOSING PROVISIONS

4.4.1. The official signature of the Chamber shall be as follows: below the Chamber’s official written pre-printed or printed name, one of the following shall sign singly on the Chamber’s behalf: the President, the First Vice President, the Second Vice President, the Secretary Treasurer and the Chief Executive Officer.

4.4.2. The signature authorities of the Chamber are subject also to internal rules and guidelines approved from time to time by the Board.

4.4.3.  Any action made by any entity of the Chamber infringing the Constitution and By-Laws may be questioned by any Member in a judicial proceeding within 30 days of such Member receiving knowledge thereof.

4.4.4. With respect to issues not regulated in the Chamber’s Constitution and By-Laws, the provisions of the Civil Code and the provisions in Civil Organizations Act shall apply.

Clause

Budapest, December 3, 2014