Memorandum

‘The participants in the work of the Association shall act in compliance with the rules of competition law (Act LVII of 1996 and the Treaty on the Functioning of the European Union Article 101 – Article 102)’

STATUTES OF THE ASSOCIATION OF HUNGARIAN CONFECTIONERY MANUFACTURERS
consolidated with amendments
7 December 2023.

Article 1.

Name, seat, foundation and legal status of the Association
Name of the Association: Magyar Édességgyártók Szövetsége
Abbreviated name of the Association: MÉSZ
English name of the Association: Association of Hungarian Confectionery Manufacturers
Abbreviated name of the Association in English: HUNBISCO
Seat of the Association:  H-1084 Budapest, Német utca 23.

The working language of the Association is Hungarian.

Foundation of the Association
(1) The Association is the Association of Hungarian Confectionery Manufacturers founded on 25 May 1992, which is an open organisation established to represent the professional and economic interests of its members. The fundamental objective of the Association is to promote the common interests of enterprises producing and/or distributing confectionery and savoury snacks and/or functional foodstuffs (hereinafter referred to as ‘confectionery enterprises’) which carry out manufacturing activities in Hungary or in a Member State of the European Union and are registered in Hungary.

(2) The Association is a national association with legal entity, which qualifies as a non-governmental organisation under Act CLXXV of 2011.

Article 2.

Objectives of the Association
The objectives of the Association are as follows:

(1) to promote and protect the general business interests of the confectionery industry, to provide advice and assistance to all members concerned,
(2) to represent the common interests of the confectionery industry, liaising with authorities, trade and other institutions on a national and international level,
(3) to elaborate and submit to the competent authorities and institutions professional recommendations concerning the confectionery industry, in particular with regard to food regulation,
(4) to provide information to stakeholders on the confectionery industry and collecting professional information,
(5) to cooperate with the scientific and educational community,
(6) to disseminate expert knowledge of the confectionery industry, to inform the membership of matters affecting the industry and to promote the development and reputation of the industry by encouraging understanding and good working relations between those involved in and associated with confectionery products,
(7) to foster a market environment in Hungary that supports the growth of the domestic confectionery production,
(8) to reach a legal framework that effectively discourages illegal imports,
(9) to facilitate the access of products manufactured in Hungary to foreign markets,
(10) to increase the overall competitiveness of the Hungarian confectionery industry,
(11) to improve and enforce the overall bargaining position vis-à-vis raw material suppliers, within the boundaries permitted by competition law,
(12) to preserve and strengthen the reputation of the Hungarian confectionery industry, to develop a uniform quality policy and maintain quality standards,
(13) to represent the employers’ side in the sectoral dialogue,
(14) to organise and coordinate the Association’s public relations activities, to promote the role of sweets in healthy nutrition,
(15) coherent communication and coordinated relations with the media.

In line with Section 3:63 paragraph (3) of the Civil Code, the Association is entitled to carry out economic activities directly related to the realisation of the Association’s objectives.

Article 3.
Membership of the Association
(1) The Association is an open professional organisation. Its members may be legal entities which are engaged in the production of confectionery and/or savoury snacks and/or functional foods in Hungary or in a Member State of the European Union, or which perform related service or research activities, are registered in Hungary and subscribe to the objectives of the Association. Legal or natural persons conducting service or research functions may join the Association as a Patron Member.

Where the Statutes refer to a member, this shall be understood to mean the ordinary members of the Association.

A member of the Association shall exercise their membership rights in person but in the event of their incapacity, they may exercise their membership rights on an ad hoc basis through a representative, either by duly authorised representation from another member of the Association or by a third party.

Establishment of membership

(2) Applications for membership shall be sent in writing to the Secretary of the Association, who shall submit them to the Board. The membership application shall be accompanied by a bank receipt showing payment of the basic membership fee. Applications for membership shall be decided by the Board at the next Board meeting, and the Secretary of the Association shall inform the applicant in writing of the decision within one week of the Board meeting. If the membership application is rejected, the Board shall, within 5 banking days, arrange for the refund transfer of the basic membership fee paid by the applicant.

 

Termination of membership
(3) Membership shall be terminated

a) by resignation of the member: A member may terminate their membership at any time without giving any reason by written notice to the President of the Association.

b) by termination of membership by the Association: if a member does not fulfil the conditions laid down for members in these Statutes, the Association may, by a decision of the General Assembly taken by a majority of at least ¾ of the members present, terminate the membership in writing with a deadline of thirty days.

c) by expelling a member: the Board may, on the initiative of any member or association body, decide to terminate the membership of a member in the event of serious or repeated violation of the law, the statutes or a decision of the General Assembly, in particular if the member

  • jeopardises the objectives of the Association, and/or
  • fundamentally violates the interests of the Association, and/or
  • fails to fulfil their obligations under these Statutes, in particular the obligation to pay membership fees, despite written notice to do so. The written notice shall include a warning of the legal consequences of the breach of the obligation and an appropriate period of grace for compliance.

In the event of non-payment of the membership fee, the Secretary of the Association shall, within one week of the missed deadline, send the member a written request for payment, together with a warning of the legal consequences. If the member fails to pay their due membership fee within 30 days, a decision may be taken to terminate their membership.

The Board shall decide on the question of exclusion by a simple majority and by open vote, and shall adopt a reasoned written decision. The reasoning shall include the facts and evidence on which the exclusion is based and information on the possibility of appeal. The decision to exclude shall be communicated to the member in writing. The member may appeal against the Board’s decision to the General Assembly of the Association within 15 days of the date on which it became aware of the decision (the receipt of the written notification). The General Assembly shall make its decision within 30 days of receipt of the appeal. Membership shall cease on the day of the date of the decision of the General Assembly approving the Board’s decision or, in the absence of an appeal, on the day following the expiry of the time limit available for the appeal. The member shall be obliged to pay the membership fee or the financial support pledged until the date of the termination of membership, and to compensate the Association for any material damage caused.

d) the member ceases to exist without legal succession.

(4) The member whose membership has been terminated shall not be entitled to any of the assets of the Association or any part thereof.

Rights of the Association’s membership
(5) A member (member company) may

  • participate in the work, activities and events of the Association in accordance with the provisions of the Statutes,
  • elect and has the right to delegate a person to be elected to the bodies of the Association, provided that only one person per Member Company may be elected to the Board at any time.
  • request information about the activities of the Association and view its documents.
  • use the services of the Association.
  • may express an opinion on the work of the Association’s members or its Board, either orally at General Assemblies or in written material sent to the Board.

(6) A patron member shall participate in the activities of the Association only by making a financial contribution, shall not be eligible for election to the bodies of the Association and shall have the right to participate in the meetings of the organs of the Association with a right of consulting. Any Hungarian or foreign natural or legal person or business entity without legal personality who wishes to become a patron member of the Association, who wishes to support the activities of the Association periodically or regularly with a financial contribution and who applies in writing to the Board for admission as a patron member may become a patron member. Legal persons and companies without legal personality may be represented as patron members by their registered representative, certified by a specimen signature (signature sample), or by a written proxy, which must be attached to the application form.

The Board shall decide on the admission of a member on the basis of a written application. Applications for admission as a patron member shall be sent to the Secretary, who shall submit them to the Board. Admission applications shall be decided by the Board at the next board meeting by a simple majority of votes cast in writing by open vote, and the Secretary shall inform the applicant in writing of the decision within one week of the Board meeting. The date on which a member becomes a patron member shall be the date on which the Board enters the patron member in the Register of Members on the basis of the decision of the Board electing the patron member as a member at the next meeting of the Board.

Obligations of membership of the Association

(7)    A member shall

  • actively participate in the work of the Association (working committees, divisions) and promote the objectives of the Association in accordance with the laws, the objectives and the provisions of the Statutes,
  • pay membership fees in two instalments per year in accordance with Article 12.,
  • ensure that the person delegated by it carries out the duties of their elected office.

(8)    A member shall not engage in any conduct that could jeopardise the objectives of the Association.

Article 4.
Organization of the Association
The bodies of the Association are:

  • the General Assembly,
  • the Professional Divisions (Confectionery, Snacks and Cereals, Ice Cream, Candy),
  • the Board,
  • the Audit Committee,
  • the Working Committees.

Article 5.
The General Assembly

(1) The supreme body of the Association is the General Assembly, in which all members are entitled to participate. The Association shall hold at least two General Assemblies per year. The President, via the Secretary of the Association, shall convene a General Assembly to take the necessary measures if

a) the assets of the Association do not cover the debts due;
b) the Association is not expected to be able to meet its debts as they become due; or
c) the objectives of the Association become threatened.
At the General Assembly so convened, the members shall be required to take action to remedy the circumstance giving rise to the convening of the assembly or to decide on the dissolution of the Association.

The General Assembly must also be convened within 15 days if the court orders it, if the interests of the Association so require, or if at least one third of the membership, stating the reason and purpose, requests the President to convene the General Assembly or to hear an appeal against a decision of the Board to exclude a member or other decision of the Board.
Convening the General Assembly
(2) The General Assembly shall be convened by the President via the Secretary of the Association. The invitation to the General Assembly shall be sent by registered mail or electronic mail with an e-mail confirmation request (in which case the invitation shall be considered delivered if the member acknowledges receipt of it) to the contact details of the members submitted to the Association, at least 2 weeks prior to the date of the General Assembly. The invitation shall include

  • the agenda of the General Assembly,
  • the venue, which shall be primarily the headquarters of the Association or another venue proposed by the President, and
  • a warning of the legal consequences of absence.

Members may, prior to a General Assembly meeting, request the President, through the Secretary of the Association, to add to the agenda, stating the reasons for the addition, or object to the venue of the General Assembly other than the headquarters, as proposed by the President. In this case the proposed addition, the objection to the venue and the grounds for it and, where necessary, the information relating thereto, must be sent in writing to the Secretary of the Association no later than 7 days before the General Assembly, so that the members may be notified of the supplemented agenda and the venue of the General Assembly before the meeting. The President shall be entitled to decide on the addition to the agenda. If the President does not decide on the request for addition to the agenda or rejects it, the General Assembly shall decide separately on the addition to the agenda before taking the decision on the adoption of the agenda.

If at least one third of the members do not agree with the venue proposed by the President in the invitation to the General Assembly, the General Assembly shall be held at the seat of the Association.

Conducting the General Assembly
(3) The President, or in their absence the Vice-President, shall preside over the General Assembly.

(4) A quorum shall exist if more than half of the members are present. A General Assembly adjourned for lack of quorum shall be reconvened within 15 days, and the General Assembly so adjourned shall constitute a quorum for the items on the original agenda, irrespective of the number of members present. All members shall be invited to the repeated General Assembly in accordance with the general rules. The original invitation shall already indicate the possibility and the date and place of the reconvened General Assembly and that it shall constitute a quorum irrespective of the number of members present. For the purposes of quorum, patron members shall not be considered.

(5) The General Assembly shall take its decisions by open vote by a majority of the members present, except for decisions relating to personnel, on all matters for which a higher majority is not required by these Statutes. A secret vote shall be held on personnel matters, except for the election of the President presiding over the General Meeting, the Recording Secretary and the Authenticators of the Minutes, which shall be decided by the General Assembly by a simple majority of the members present and voting at the beginning of the meeting. A secret vote or a qualified vote may be held on the proposal of any member entitled to vote, if it is accepted. When a decision is taken to exclude a member, the member to be excluded may not exercise their right to vote.

The support of at least ¾ of the members present at the General Assembly is required for a decision to terminate the membership of a member. A decision to amend these Statutes shall require the support of at least ¾ of the members present at the General Assembly. A decision of the General Assembly to amend the objectives of the Association and to dissolve the Association shall require a three-quarter majority of the members with voting rights.

Each member shall have one vote, not including the patron members who do not have the right to vote. The counting of votes at the General Assembly shall be carried out by the Secretary.

In accordance with Section 3:19 paragraph (2) of the Civil Code, the following may not vote when a decision is taken:

  1. a) who is exempted from liability or responsibility or otherwise favoured by the decision at the expense of the Association;

(b) with whom a contract is to be concluded pursuant to the decision;
(c) against whom proceedings are instituted pursuant to the decision;
(d) a relative of a person interested in the decision who is not a member or founder of the Association;
(e) who has a relationship based on majority influence with another organisation interested in the decision; or
(f) who otherwise has a personal interest in the decision.

(6) Minutes shall be taken of the General Assembly. The minutes shall be drawn up by the President and signed by the President of the Association, the minutes-taker and two minutes authenticators. The minutes of the General Assembly shall be stored at the headquarters of the Association. The minutes shall include the place and time of the General Assembly, the members present and absent /based on the attendance sheet/, the adopted agenda, by agenda: the subject, the speaker, the comments, the manner of adoption, the result of the vote, the number and text of the resolution, the number of those in favour and against the resolution. The minutes of the General Assembly shall be open to inspection by the members of the Association and by anyone they refer to. An extract from the minutes shall be notified in writing, in a verifiable manner, to those in respect of whom the General Assembly has taken a decision within 15 days of the decision being taken.

(7) Written electronic voting: Members may vote in writing without convening a General Assembly on matters falling within the competence of the General Assembly, where the use of written voting is not precluded by law or the Statutes.

The President is responsible for the preparation and conduct of the written vote, who shall fulfil this obligation through the Secretary of the Association. In order to ensure that the written vote can be conducted, the Secretary shall, with the consent of the members, keep a record of the contact details of members provided to the Association, including their postal and electronic mail addresses. If any member’s contact details change, they shall notify the Secretary of the Association in writing within 8 days of the change in a verifiable manner.

The members shall be informed in writing of the reasoned proposal for a decision submitted to a written vote, by electronic mail with confirmation request (the letter shall be deemed delivered if the member acknowledges receipt of it with a confirmation of having read it), and shall also be provided with all documents and information necessary for the decision to be taken.
In the proposal for a written vote, members shall be invited to vote in favour, against or abstain from voting on the proposal in writing, within 8 days of receipt of the proposal for a decision. Only matters which can be clearly decided by a ‘yes’ or ‘no’ vote may be put to a written vote and only if the data and information necessary for the decision are known to the members or can be made known by them in sufficient time and in sufficient detail before their decision.
Written voting shall be valid if at least as many valid votes are sent to the President as the presence of members with voting rights would be necessary for the quorum in the event of holding a meeting, if more than half of those members participated. Voting is effective if the number of members corresponding to the voting ratio prescribed in the law or the Statutes responded in the same way to the resolution proposal put to the vote.

The result of the written vote shall be established by the President within 8 working days of the expiry of the time limit for the written vote, or, if all members’ votes are received before that time, within 8 working days of the date of receipt of the last vote, and shall be communicated to the members in writing within a further 8 working days by electronic mail with a confirmation request of having read it.

The date of the decision shall be the last day of the voting period or, if all votes are received before that date, the date of receipt of the last vote.
If any member wishes for a meeting to be held and notifies the President by electronic or postal mail within the time allowed for voting, the President shall convene the General Assembly in accordance with the general rules.

(8) Holding of a General Assembly by electronic means of communication: a General Assembly may be held by means of an electronic means of communication where members do not attend in person, as defined in the invitation of the General Assembly, which allows for real-time communication, dialogue and discussion between members without any limitation and which, when used, ensures the identification of the participants in the General Assembly. The electronic communication device or application to be used at the General Assembly, which may be any device or application capable of transmitting images and sound simultaneously, shall be specified in the invitation.

In the event that the General Assembly has not been duly convened (e.g. no invitation has been sent), the General Assembly may be held via electronic means of communication only if all members have simultaneous access to the electronic means of communication and no member objects to the holding of the General Assembly in this manner.

The minutes of the General Assembly held by electronic means of communication shall be recorded in an authentic way, in writing by the recording secretary elected for that purpose. The election of General Assembly officers is also required in this case and the rules governing the holding of the General Assembly shall apply as appropriate. A scanned version or copy of the minutes thus drawn up must be sent by e-mail to the absent member.

Powers of the General Assembly

(9) The General Assembly has the power:

  • to establish and amend the Statutes,
  • to adopt the annual budget and the accounting report for the previous year,
  • to adopt the report of the Association’s activities
  • to declare the merger, division or dissolution of the Association with another association,
  • to decide on the election and recall of the President, the leaders of the Professional Divisions, the chair and members of the Audit Committee; to rule on an appeal against the expulsion of a member, or any other decision of the Board subject to appeal; or decide on the termination of membership;
  • to approve a contract concluded by the Association with its own member, chief officer, a member of the Audit Committee or a relative thereof;
  • to decide on claims for damages against current and former members, chief officers and members of the audit committee or members of other Association bodies;
  • to make all decisions concerning the activities of the Association which do not fall within the competence of the Board, the President, the Secretary of the Association or any other duly authorised person. 

Article 6.
Professional Divisions
(1) In order to work more efficiently and in a more targeted way, the following divisions are being set up:

  • Confectionery Division,
  • Ice cream Division,
  • Snack and Cereal Division,
  • Candy Division

(2) The Professional Divisions shall be responsible for drawing up recommendations relating to the specific industry, which may be submitted to the Board or, through the Board, to the General Assembly, as appropriate.

(3) The Divisions shall be responsible for providing the Board with information on an ongoing basis.
(4) Each professional division is headed by a division leader, who is responsible for the effective functioning of the division under their leadership. The leaders of the Professional Divisions shall be elected by the General Assembly. The four Division leaders shall be members of the Board and their terms of office shall be created and terminated in accordance with the rules applicable to members of the Board. A person may only be the head of one Division at a time.
(5) Divisions may hold separate sessions.
(6) Divisions are not separate legal entities.
(7) The General Assembly has the power to create new Divisions or abolish or merge existing ones.
(8) An Association member may be represented in the work of more than one Division if they have an interest in the industry of more than one Division.
(9) The Professional Divisions may only refer to themselves as Professional Division of the Association of Hungarian Confectionery Manufacturers to third parties or to the public with the prior consent of the Board, but they are not entitled to act on behalf of the Association.

Article 7.
The Board
(1) The Board is composed of 5 (five) members, whose members are:

  • the President elected by the General Assembly,
  • the Division leaders elected by the General Assembly.

Only persons of legal age who meet the relevant legal requirements, in particular, who are not subject to the grounds for disqualification and conflict of interest set out in paragraphs (1), (4), (5), (6) of Section 3:22 of Act V of 2013 (Civil Code), i.e. persons of legal age whose capacity to act has not been restricted to the extent necessary for the performance of their activities, may become members of the Board.

A person who has been sentenced to a custodial sentence by a final judgment for a criminal offence shall not be a member of the Board unless they have been exonerated of the prejudicial consequences of the criminal record.

Furthermore, a person who has been disqualified from holding such office by a final and binding decision may not be a member of the Board. A person who has been disqualified from exercising any of the activities by a final court decision may not, during the period of disqualification, be a chief officer of a legal entity engaged in the activity specified in the decision.

A person who has been disqualified from holding office shall not be a member of the Board for the period specified in the disqualification decision.
Electing members of the Board
(2) The President shall at all times be an executive officer of a member company. A new President shall be elected every two years by the General Assembly. After the expiry of the term of office of the current President, they may be re-nominated and re-elected several times. The President is proposed by the ad hoc Nominations Committee. The two members of the ad hoc Nominating Committee shall be appointed by the President or the Secretary. The Nominating Committee shall be responsible for the technical management of the preparation of the election of the President and for collecting nominations from the members.

The time and place for the election of the President shall be the General Assembly convened at the end of each calendar year and at which a quorum is present. The President’s function is essentially to represent the Association externally and to perform additional duties as laid down in the Statutes.

(3) The nomination and election of Division leaders shall be governed by the rules for the election of Presidents, with the exception that a person who is not a chief officer of a member company but who is a representative of a member company in the Association may be nominated and elected as a Division leader. The Vice-President shall be elected by the members of the Board from among themselves.

Termination of Board membership
(4) Board membership is terminated

  1. upon the occurrence of a disqualifying event as defined by law,
  2. after recall by the General Assembly,
  3. by resignation of the member,
  4. at the end of the fixed term

A member of the Board may resign from office at any time by a statement addressed to the Association, put to the Board and the General Assembly.

The reason for recall by the General Assembly may be if the officer engages in activities or conduct contrary to the objectives of the Association, if they violate the provisions of the Statutes of the Association, the relevant legislation, internal regulations, General Assembly resolutions, if they are sentenced to imprisonment or are banned from public office by a final and binding decision.

The General Assembly shall elect a new Board member to replace a Board member whose membership has been terminated, within 2 months.

Operation of the Board
5) The Board shall meet as necessary, but shall hold at least 1 (one) meeting per year. The Board shall constitute a quorum when more than half of its members are present. If the Board does not have a quorum, a new meeting shall be held, which shall also have a quorum only if more than half of its members are present. Decisions of the Board shall be taken by a majority of the votes of those present, the President having a casting vote in the event of a tie. The Board may take decisions in writing, provided that no member of the Board objects. In the case of a written decision, a decision shall be deemed to have been taken if more than half of the members are in favour of it. Any member of the Association may take part in the Board’s proceedings in a consultative capacity. The Board may also meet by electronic means, subject to the appropriate application of Article 5 paragraph (8).

Task of the Board
(6)The tasks of the Board shall include:
a) the day-to-day running of the Association, making decisions on matters within the competence of the executive management;

  1. b) preparing the reports and submitting them to the General Assembly;
  2. c) preparing the annual budget and submitting it to the General Assembly;
    d) managing the assets of the Association and making and implementing decisions concerning the use and investment of those assets which do not fall within the competence of the General Assembly;
    e) preparing the formation of the bodies of the Association under the law and the Statutes and the election of their officers;
  3. f) convening the General Assembly by the President, notifying the membership and the bodies of the Association;
    (g) determining the agenda of the General Assembly convened by the President;
    h) attending the General Assembly and answering questions relating to the Association;
  4. i) keeping the membership register;

(j) keeping the Association’s resolutions, organisational documents and other books;

(k) keeping records relating to the operation of the Association;

(l) examining at any time the existence of grounds for the dissolution of the Association and, in the event of such grounds, taking the measures provided for in the Civil Code;

  1. m) deciding on the admission of members or patron members and on the exclusion of members, as authorised by the Statutes;
  2. n) coordinating the work of the professional divisions,

(o) liaising with the working parties,
p) submitting proposals for annual membership fees to the General Assembly,

q) employing the Secretary of the Association.
The Board reports annually to the General Assembly on the activities of the Board.
Representing the Association, making statements on behalf of the Association

(7) The President is authorised to represent the Association and the Board. If the President is prevented from carrying out their duties under these Statutes, they shall notify the Vice-President, who shall act as their deputy during the President’s absence.

(8) The President, or in their absence the Secretary of the Association, or the Vice-President, or a member of the Board delegated by the President, or in the case of a specific technical question, an expert appointed by the Board, shall be entitled to make a statement on behalf of the Association.

Rights of the President

(9) The President or, in the case referred to in paragraph (7) of this Article, the Vice-President shall be responsible for the activities of the Association. The President’s function shall essentially be to represent the Association externally and to perform such other duties as are set out in the Statutes.

(10) The President

  • convenes the General Assembly via the Secretary of the Association
  • is entitled to attend any working party meeting,
  • can authorise a representative to represent the Association,
  • concludes an employment contract or a contract of engagement with the Secretary of the Association and exercises the employer rights in relation to them.

Article 8.
Audit Committee

(1) The General Assembly shall elect an Audit Committee (hereinafter referred to as the ‘AC’) consisting of two members, either from among the members of the Association or from outside the Association, for a period of 2 years. The Chairperson of the AC shall direct the work of the AC.
Pursuant to Section 3:26 paragraph (2) of the Civil Code, a member of the AC may be a person of legal age whose capacity to act has not been restricted to the extent necessary for the performance of their activities.

No member of the AC shall be a person who is subject to any disqualification or conflict of interest applicable to chief officers as stated in paragraphs (1), (4), (5), (6) of Section 3:22 of the Civil Code (see paragraph (1) of Article 7), or who is or whose relative is a chief officer of the Association.

(2) The quorum of the AC is constituted when all members are present, and its decisions are taken by unanimous open vote. The President shall send a written invitation to an AC meeting at 15-day intervals, but any member may, in duly justified cases, request that a meeting be convened. In the exercise of its functions, the AC may request reports from members of the Board and information or clarification from employees of the organisation, and may inspect, examine and have examined by an expert the books, documents and contracts of the Association. The member of the AC may participate in the Board meeting in a consultative capacity. The AC is obliged to inform the executive officers entitled to take action or the General Assembly and to initiate its convening if it becomes aware that in the course of the organisation’s operation a violation of law or an event (omission) has occurred which otherwise seriously harms the interests of the organisation, the elimination or mitigation of the consequences of which requires a decision by the executive body entitled to take action, or if facts have arisen which justify the liability of the executive officers. The management body empowered to take action shall be convened at the request of the AC within thirty days of the date on which the request was made. If this time limit expires without result, the AC shall also be entitled to convene the management body. If the body entitled to do so fails to take the necessary measures to restore lawful functioning, the supervisory body is obliged to immediately notify the body responsible for the supervision of legality.

The Audit Committee shall establish its own rules of procedure, within the provisions of the Statutes.

The members of the Audit Committee shall carry out their work in a volunteer capacity without remuneration.

(3) The AC shall examine the lawful operation of the Association, the implementation of decisions of its bodies and monitor the work of the Board with a view to safeguarding the interests of the Association. The members of the AC are obliged to participate in the work of the AC in person. The members of the AC are independent of the management of the Association and cannot be instructed in their activities. The members of the AC are elected by the General Assembly. Membership of the AC is established by the acceptance thereof. The rules on the termination of the term of office of an executive officer shall apply to the termination of the AC membership, with the exception that the resignation of the AC member shall be addressed to the Board.

(4) The AC shall report annually to the General Assembly on its activities.

Article 9.
Working Committees

(1) The General Assembly and/or the Board may set up ad hoc working committees to deal with and solve various matters

(food regulation, food safety, healthy nutrition, customs and legal matters, trade ethics, CAOBISCO matters, etc.), of which they shall inform the Secretary of the Association. The Secretary shall inform the membership of the creation of the working committee. Members shall have the right to initiate the creation of a working committee. The Secretary shall coordinate the work of the working committees.
(2) The working committee shall elect a chairman from among its members, who shall participate in the Board’s proceedings in a consultative capacity.
(3) The working committee shall report to the Board.
(4) The working committees may only address third parties or the public with reference to being the working committee of the Association of Confectionery Manufacturers with the prior consent of the Board, but they may not act on behalf of the Association

Article 10.
Secretary of the Association

(1) The Board shall issue the assignment to fill the post of Secretary of the Association. The Secretary shall participate in all meetings of the bodies of the Association in a consultative capacity.

(2) The day-to-day operational and administrative tasks of the Association shall be carried out by the current Secretary of the Association. Given the essentially representative nature of the functions of the President and Vice-President, the day-to-day tasks of ensuring the smooth and efficient running of the Association shall be the responsibility of the Secretary of the Association.

(3) The position of the Secretary of the Association shall be held on an employment or contract basis. In the case of an employment relationship, the President shall exercise the rights of the employer in relation to the Secretary.

(4) The Secretary of the Association

  • liaises with domestic and foreign professional and partner organizations,
  • manages, classifies and reviews incoming technical materials, forwards them to member companies,
  • performs the activities specified in their job description,
  • issues invoices on behalf of the Association and carries out cash collection and disbursements,
  • is responsible for the Association records and performs all other tasks related to the objectives of the Association, which are determined for them by the Board or the General Assembly,
  • supervises the work of the financial administrator, who prepares the annual report in accordance with the provisions in force and, as necessary, the actual cash and assets statement of the Association at any given time.

 

Article 11.
Bookkeeping and reporting rules

1) The business year of the Association corresponds to the calendar year, the balance sheet date is 31 December. The Association fulfils its bookkeeping and reporting obligations in accordance with the provisions of the relevant legislation.

(2) The balance sheet is audited by an appointed auditor. Members of the Board may not audit the report. The auditor’s report together with the annual report is sent by the Secretary to the AC, which submits it to the General Assembly. The report prescribed by law must be accepted, deposited and published as required by the deadline prescribed by law.

Article 12.
Membership fees

(1) The annual membership fee consists of a basic membership fee and a membership fee proportional to sales revenue. The amount of the annual basic membership fee – with the exceptions set out in paragraphs (3), (4) and (5) – is HUF 150,000, which the members are obliged to pay to the Association by the end of the first quarter.

The amount of the revenue-proportional membership fee is one ten-thousandth of the part of the member’s net sales revenue – that is relevant to the activities of the Association – that exceeds HUF 200 million. In order to determine the membership fee proportional to revenue, the member companies send their relevant net revenue data based on their approved annual balance sheets to the Association Secretary by 31 May, and then pay the second instalment of the annual membership fee, the membership fee proportional to revenue, by 30 June.

(2) The new member must pay the basic membership fee before submitting the membership application. If the new member’s membership is established before 31st May, the new member shall pay the time-proportional sales-revenue-proportional membership fee for the month determined by the Board until the date specified in paragraph (1). If the membership is established after 31st May, the new member is obliged to pay within 30 days after the establishment of the membership.

3) Patron members pay a financial contribution of HUF 100,000 per year.

(4) Each member is entitled to pay an extraordinary membership fee to the Association in addition to the amount of the membership fee specified in paragraph (1).

Article 13.
Budget

The General Assembly establishes an annual budget, which serves as the basis for the management of the Association. The next year’s budget must be established at the Association’s General Assembly in December. Within the framework amount of the budget adopted by the General Assembly, the Board is entitled to decide on its use, including the reallocation of individual appropriations. If it is necessary to exceed the budget adopted by the General Assembly, the Board may propose to the General Assembly to amend the budget.

Article 14.
Termination of the Association
(1) The Association may be dissolved in cases defined by law, with or without legal succession.
(2) In the event of the termination of the Association without a legal successor, the assets remaining after the satisfaction of creditors’ claims belong to the Association of Responsible Food Producers.

Article 15.
Final provisions
(1) These Statutes can only be amended or supplemented in writing based on the decisions of the General Assembly.

(2) These Statutes were adopted by the Association at the General Assembly held on 12 September, 1995, and were modified at the General Assemblies held on 13 May 1997, 28 November 1997, 24 May 2005, 29 May 2007, 8 December 2009, 7 December 2011, and then on 5 June 2012, 10 December 2013, 4 September 2014, 1 April 2015, 15 December 2015, 13 December 2017, 24 May 2018, 13 December 2018, 21 May 2019, 21 October 2021, 8 December 2022 and 7 December 2023.

(3) The membership fee payment procedure was numerically modified and adopted by the General Assembly of the Association on 9 December 1998, 24 May 2005, 10 December 2013, 4 September 2014 and 21 October 2021.

The consolidated text of the Statutes corresponds to the content in effect based on the amendments adopted at the times specified in Article 15 of the Statutes above.

Budapest, 7 December 2023.

………………………………………

Sándor Sánta
President

I prepared and countersigned the consolidated Statutes in Budapest on 7 December, 2023:

Kállay és Társa Ügyvédi Iroda
1124 Budapest, Dobsinai u. 19.

Dr. Csaba Adámi
Lawyer
Chamber ID: 36056387