EXCERPTS FROM THE ARTICLES OF ASSOCIATION
The undersigned Contracting Parties on November 27, 1997 established a
under the terms and conditions of the present Articles of Association, for the purpose of promoting the profitability of their own business activities, co-ordinating their activities in the field of exhibition statistics, introducing a high-level and comprehensive Regulation of Exhibition Statistics, securing its international acceptance, interpretation, authentication and further development, and fulfilling the duties of related information providing and safeguarding of professional interests, having registered in the Company Registration under company number 01-07-090212.
The Articles of Association has been compiled by the legal representative in a merged text with the resolutions taken at the General Assembly on May 17. 2022, based on the Civil Code as below:
I./ 1. CORPORATE NAME OF THE UNION:
CENTREX Nemzetközi Kiállításstatisztikai Egyesülés
Keyword used for abbreviating the name: CENTREX Union
Name of the Union in English: CENTREX International Exhibition Statistics Union
I./ 2. HEAD OFFICE OF THE UNION:
1101 Budapest, Albertirsai út 10.
I./ 3. MEMBERS OF THE UNION:
………………….. (for members see the actual web page)
I./ 4. SCOPE OF ACTIVITIES OF THE UNION:
Duties of the Union:
- within the sphere of safeguarding the professional interests:
- maintenance, operation and further development of joint exhibition statistics
- regulation and promoting of its international acceptance
- in the interest of promoting the business activities of the members:
- utilisation and transferring to other organisations of the experience and practice of exhibition statistics
According to TEÁOR 08 (Standard Sectoral Classification System of Economic Activities)
94. 11 - Safeguarding of interest of entrepreneurs, employers (main activity)
94. 12 - Safeguarding of professional interests
70. 22 - Business management consulting
82. 99 - Services promoting economic activities not included elsewhere
I./ 5. STANDARD EXHIBITION STATISTICS REGULATION
The members of the Union declare that they accept the Standard Exhibition Statistics Regulation indicated among the objectives, and will observe it in their own internal operation.
The Union is an organisation of non-profit nature, that is, the company shall use the profit remaining from the revenues gained in the course of its servicing and business activities for its own development, and shall not distribute it among the members.
To cover operating costs of the Union each member has to pay as annual contribution at least the sum of EUR 1,400 - 3,500. Members’ voting rights are attributed according to this amount as stipulated in Point IV./4.
Their annual contribution is being paid up for the Union in the first quarter of the relevant year.
The members shall divide the cost cover of non-planned (non-budgeted) activities among each other in accordance with the relevant resolution of the General Assembly.
The Union shall submit the settlement of operational costs to the General Assembly for approval.
The member who fails to meet any of its payment obligations by the deadline shall pay the Union an annual interest of 20% due for the period of the actual delay in payment.
If the member fails to fulfil its payment obligation despite a written notice by the deadline indicated therein, the General Assembly shall exclude the member from the Union.
The Union has been established for an indefinite period of time, and shall commence its activities on the date of signing of the present Articles of Association.
Those who acted on behalf of the Union prior to its entry in the companies register shall assume unlimited, joint and several liability for the obligations undertaken in the name of the Union.
IV./ 1. GENERAL ASSEMBLY
The General Assembly is the supreme management body of the Union vested with the right of decision-making. The General Assembly consists of the director-general of each member. In the case of their absence, the members may also be represented by another person on the basis of a written power of attorney.
The competence of the General Assembly shall particularly include the making of decisions on the following issues:
- establishing the internal organisation of the union, as well as its order of management and control (General Rules of Operation);
- determining the strategy for the activity of co-ordination and safeguarding of professional interests, and of the servicing and business activity;
- approving the balance-sheet of the association;
- distributing the profits generated by servicing and business activity;
- adopting resolutions that define the duties to be performed within the business of each member; (I. 5.)
- approving contracts concluded on behalf of the union prior to registration at the court of registration;
- resolving to terminate, transform, consolidate with another economic association, merge or demerge the union;
- admitting new members;
- electing and removing the executive director, and exercising employer’s rights in respect of the executive director;
- electing the Chairman of the Union (for the term as per General Rules of Operation)
- amending the Articles of Association;
- initiating exclusion of members;
- appointing the auditors of the Union;
- approving the annual budget;
- decision on amending the Standard Exhibition Statistics Regulation; (I. 5.)
- decision on all issues referred by the articles of association to the competence of the Board of Directors.
IV./ 2. The General Assembly shall make its decisions by at least a 51% proportion of the votes in attendance.
As a difference to above unanimous decision of the Members is required to change the scope of activity, the proportion of the voting rights of the Members, or the conditions of decision-making.
At least ¾ of quorum is required to decide on termination of Union without legal successor, transformation, merger, separation, and joining of new members, to initiation of exclusion of any Member.
IV./ 3. The General Assembly has quorum if members representing at least 3/4 of the votes attend the meeting.
IV./ 4. VOTING RIGHTS
Each member – having paid the annual contribution - is entitled to 1 vote which number grows by one more vote after each €700 additional annual contribution. But neither of the members may alone reach voting rights above 50 per cent.
The vote of the Director shall decide in case of a tie.
IV./5. The General Assembly shall be convened as required, but at least on 1 occasion annually. Any member may request the convening of the meetings of the General Assembly stating the reason and purpose thereof. If the director fails to comply with such a request within 30 days, the member itself may convene the meeting of the General Assembly.
The General Assembly may only adopt a resolution on issues indicated in the invitation sent with regard to the meeting, unless the members unanimously agree to the discussion of an issue not indicated in the invitation.
Members also communicate with each other and with the Executive Director by e-mail; their legal declarations and votes made this way shall be deemed valid.
Without holding a physical general assembly, members may decide by written vote on matters within the competence of the general assembly.
A draft resolution passed without a physical meeting of the members shall be communicated in writing to the members, who may send their vote in writing to the director within seven days.
The provisions of this articles of association regarding the calculation and exercise of the voting rights of the members and the proportion of votes required for the adoption of the draft resolution shall also apply to the decision-making process without holding a physical general assembly.
In the case of decision-making without a physical general assembly, the resolution shall be deemed to have been taken on the day following the last day of the voting deadline. The Executive Director shall inform members in writing of the outcome of the vote within five days of the decision.
The members' meeting / General Assembly can also be held using electronic means of communication (conference meeting). The participants of the general assembly, the decisions made at the general assembly, the recorded decisions shall be recorded in the Minutes, which shall be signed by the director and two attestors.
IV./ 6. EXECUTIVE DIRECTOR
The executive director of the Union from June 1, 2022 to May 31, 2024
The above named accept the appointment as executive director in accordance with the attached Declaration.
The executive director shall direct and manage the activities of the Union according Civil Code and within the framework of the present Articles of Association and the resolutions of the General Assembly.
His scope of duties shall include in particular:
- execution of the resolutions adopted by the General Assembly,
- representation of the Union before authorities and third parties, as well as
- management and organisation of the daily operative work of the Union between its meetings.
The corporate signature shall be effected in such a way that the Executive Director writes her name alone, independently, free of any and all restrictions, in his own name under the pre-written, pre-printed or printed corporate name of the Union in accordance with the specimen signature constituting an appendix to the present Articles of Association.
Correspondence among the members of the Union shall be carried out in English. The official documents of the company shall be prepared in Hungarian and any other language versions shall be defined in the General Rules of Operation.
Documents prepared in Hungarian shall govern in the case of any dispute.
VII./ 1. JOINING THE UNION
The Contracting Parties agree that any other legal entity may join the Union, if it accepts and introduces at its Company the Standard Exhibition Statistics Regulation and the present Articles of Association.
New members pay minimum €600 admission contribution at the admission.
Joining members also pay the annual contribution of the relevant year as per Point II./6. within one month of signing Articles of Association.
VII./ 2. LEAVING THE UNION
Members are entitled to leave the Union with minimum 3 months notice on the basis of a declaration of intent reported in writing to the General Assembly. Leaving the union shall not affect the rights and obligations obtained prior to leaving the Union and may not violate the lawful interests of any other members.
VII./ 3. EXCLUSION
The General Assembly may initiate the exclusion of the member who fails to observe the provisions of Civil Code, the present Articles of Association and the Standard Exhibition Statistics Regulation accepted by the General Assembly in the course of the operation of its own firm, and if it withdraws itself from the obligation of supplementary cost bearing, as defined by the General Assembly, for at least 1 year, fails to meet its obligation despite the written notice of the General Assembly, infringes its obligations, or if its participation in the Union otherwise seriously violates the interests of the Union.
The case of exclusion must be implemented according to the stipulations of the Civil Code.
VII./ 4. LIABILITY
The members shall assume unlimited, joint and several liabilities for the debts of the Union. The member who left the Union or the excluded member shall be liable for 5 years for the debts burdening the Union, which were incurred prior to the termination of its membership.
VII./ 5. RIGHT OF ACCESSION
The members of the General Assembly shall be entitled to have access to the books and other documents of the Union and to request information from the Executive Director personally or through their proxies.
VII./ 6. TERMINATION OF THE UNION
The Union shall be terminated in the cases defined in the Civil Code. In the case of its termination without a legal successor, through final accounting, the property remaining after the settlement of debts shall be divided in equal proportion among the members.
VII./ 7. ENTRY IN THE COMPANIES REGISTER
The formation of the present Union as well as changes stipulated by the law shall be reported by the Executive Director to the Court of Registration competent at the head office of the company, for the purpose of registration and publication.
VII./ 8. GOVERNING LAW
The provisions of Civil Code and other valid Hungarian Acts and legal provisions shall apply to the issues not regulated in the present Articles of Association.
Last updated: May 17, 2022