Építőgép-forgalmazók és Bérbeadók Szövetsége

I. General provisions

1. The full name of the Association: Építőgép-forgalmazók és Bérbeadók Szövetsége
   Abbreviated name: ÉBSZ
   In international relations:
   in English: Association of Building Machinery Distributors and Lessors
   in German: Verband von Baumaschienenvertreiber und vermieter e.V.
2. Operating area of the Association: Republic of Hungary
3. Seat of the Association: 2045 Törökbálint, Árpád u. 143.
4. Stamp of the Association: the name of the Association with its emblem
5. The association is an independent legal person which was established according to the II. Article of the act of 1989 about labour law as a national professional labour union.

It purchases business entrepreneurial activities connected to its basic activities according to the regulations of the 14/1992. (VII.23.) government decree.

II. Founding members of the Association

The founding members of the Association are the members listed in the record of attendance, which is an inseparable part of the minutes of the first shareholder's meeting.

III. Aims of the Association

The Association is the labour union of the building machinery distributors and lessors operating in Hungary, which summarizes and represents the professional labour union of the building machinery distributors and lessors.

Aims of the Association:

1. Representation of interest, negotiation.
2. To rise and improve the professional standard of the services offered by the members.
3. To support and improve the activities of the members by offering different services.

IV. Scope of duties

1. Initiates, coordinates, organises and represents the enforcement of the professional and employer's interests of its members.
2. Follows the practical realisation of the legal regulations concerning the specialty and as occasion requires initiates the verification and modification of the measures aggravating the operation at the competent bodies.
3. Works out the professional ethical norms of those working on the field of building machinery distribution and leasing, supervises their observation, and takes a stand against behaviour infringing these ethical norms.
4. Follows the marketing activities of the building machinery distributors and lessors from a professional-ethical point of view and acts on behalf of the observation of the act regulating the operation of the market and the generally accepted professional norms.
5. Helps and supports cooperation and negotiation between the members.
6. Helps to reach an agreement in the case of a dispute between its members.
7. Gives assistance to its members to improve their external connections, represents them on international conventions and forums.
8. Ensures that its members receive regular external and internal market information concerning their activities and establishes and operates a sufficient data retrieval system for this purpose.
9. Discharges other professional duties required by the members and has professional exhibitions organised.
10. Publishes a periodical with news and information.
11. Supports education and further training and therefore facilitates the improvement of the intellectual and physical base of labour power of the building mechanization.
12. Offers legal consultative, accounting and database usage services for its members.

V. Activity of the Association

The Association pursues basic and business enterprising activities.

1. Basic activities:
• 91.11 - Entrepreneurial employer's representation of interest
• 91.12 - Professional representation of interest
• 91.33 - Other communal and social activities rated nowhere else
2. Business enterprising activities of the Association

The Association, in order to ensure the business conditions necessary for accomplishing its formulated aims, pursues secondary business enterprising activities, which are included in the Organisational and Operational Regulation in a detailed form.

VI. Membership of the Association

Joining to the Association happens through declaration at the foundation then through written application addressed to the Association, in which the joiner declares that he recognises the Articles of Association and the Code of Ethics as obligatory for himself and accepts paying membership dues.

A member can be:

• regular member,
• supporter,
• honorary member.

1. Regular member of the Association can be any such business association with legal personality, which:
• possesses a seat or business establishment in the territory of the Republic of Hungary,
• accepted the Articles of Association, the Code of Ethics and the system of the membership dues, recognised them as obligatory for himself and paid the membership dues,
• is engaged or regularly takes part in building machinery distribution and/or leasing,
• after 30. 11. 2005. an additional condition is that he has the commendation of four members of the Association, and his admittance is proposed for the General meeting for decision by the Board.

If the Board does not propose the admittance of the applicant, then the applicant is entitled to submit his application directly to the General meeting.

The members pay annual membership dues to the Association, the amount and the grace period of the membership dues are defined by the General Meeting according to the suggestion of the Board.

2. Supporter of the Association can be any such business association with or without legal personality, natural person, central administrative agency or non-governmental organisation or institution which/who:
• possesses a seat, business establishment or residence in the territory of the Republic of Hungary,
• recognises and occasionally supports the aims of the Association,
• accepted the Articles of Association, the Code of Ethics and the system of the membership dues, recognised them as obligatory for himself and paid the membership dues,
• after 30. 11. 2005. an additional condition is that he has the commendation of four members of the Association, and his admittance is proposed for the General meeting for decision by the Board. If the Board does not propose the admittance of the applicant, then the applicant is entitled to submit his application directly to the General meeting.

The supporters pay annual membership dues to the Association, the amount and the grace period of the membership dues are defined by the General Meeting according to the suggestion of the Board.

3. Honorary member of the Association can be any private person or organisation worthy of it, who/which is called upon by the Board, the request for the honorary membership is approved by the General meeting and accepted in writing by the person or organisation.

The amount of the membership dues in the first year of the association is 180 000 HUF/person/year both for regular members and supporters.

VII. Rights and obligations of the members

1. Rights of the regular members:
• to attend and vote in a General Meeting,
• to participate in the disputation of the proposals submitted to the meetings of the Association,
• to hold an office in the case of his election,
• to submit a proposal for calling a Board or General Meeting and for its agenda,
• to petition at the General Meeting or the chairman of the association with suggestions and initiations,
• to initiate the dismissal of the officers,
• to resort to the services of the Association,
• to represent his membership on his business documents in the form defined by the General Meeting.

Obligations of the regular members:

• to support the aims of the Association and participate in its work,
• to provide information necessary for the work of the Association – which does not violate business secrets,
• to treat every piece of information qualified as business secret which came into his knowledge as a result of his membership as a business secret,
• to observe the Articles of Association, the Code of Ethics and the resolutions of the General Meeting and consider its suggestions,
• to intensify the spirit of the cooperation by being attentive to the interests of the other members of the Association during his economic activities,
• to pay the annual membership dues.
2. Rights of the supporters:
• to attend in the General Meetings of the Association without right to vote and to estimate and comment insofar the membership dues,
• to use the open pieces of information of the Association,
• to resort to the services of the Association.

Obligations of the supporters:

• to provide information necessary for the work of the Association – which does not violate business secrets,
• to consider the suggestions of the Association and the General Meeting,
• to pay the annual supporter membership dues,
• to treat every piece of information as business secret which came into his knowledge as a result of his membership as a business secret.
3. Rights of the honorary members:
• Honorary members are entitled to the same rights as a regular member except that they cannot be nominated or elected to an office and have no right to vote in the General meeting of the Association,
• an Honorary member has no payment obligation of membership dues,
• an honorary member has to be represented as an Honorary member in the publications, announcements and on the events of the Association,
• the honorary membership terminates with the death or termination of the Honorary member, resignation of the member or by resolution of the General Meeting according to the suggestion of the Association.

VIII. Termination of membership

1. A membership may terminate by withdrawal, exclusion or if a member terminates without a successor.
2. The intention to withdraw has to be announced in writing by the member to the Board.
3. The membership terminates by withdrawal on the day of the reception of its written announcement by the Board.
4. If the written announcement is encountering obstacles, then membership terminates by withdrawal on the day of creation of the document by the Board confirming the termination of the membership according to verbal announcement.
5. If the behaviour of the member is unworthy for a member of the Association, hinders the aims of the Association, or his behaviour violates a legal regulation, an Article of Association or any of the regulations of the Code of Ethics, or if the member does not settle the membership dues in spite of the second request for payment after the maturity of the bill concerning the membership dues, the Board or the Ethical Committee can suggest his exclusion. In the question of exclusion the Board decides with minimum two-thirds majority.
6. In the case of the termination of the member without a successor the date of the termination of the membership is the date of the termination of the member.

IX. Organisation and officials of the Association

Agencies of the association:

1. General Meeting
2. Board
3. Ethical Committee
4. Branches
5. Secretariat

Officials of the association:

1. Chairman
2. Board members
3. Members of the Ethical Committee
4. Secretary

1. The General Meeting:

The main agency of the Association is the General Meeting, which consists of all the members of the Association. The General Meeting holds a plenary session terminally which is called by the Board with the notification of the items on the agenda. The General Meeting also has to be called if it is requested by one-third of the regular members with the indication of the purpose and the aim, or the call is ordered by Court. Re-elective General Meeting has to be held once a year.

The invitation and the agenda of the General Meeting has to be delivered at least 15 days before the meeting.

Each member of the Association has one vote. In case of a tie vote the Chairman's vote is decisive. In personal matters the voting always takes place privately.

The General Meeting has a quorum if minimum 50% of the members plus one member are present. If the General Meeting has no quorum, the reconvened General Meeting takes place an hour later than the original time with the originally notified agenda. The reconvened General Meeting has quorum if 33% of the members plus one member are present.

Competence of the General Meeting includes:

• election and dismissal of Board members, members of the ethical committee, secretaries,
• admittance and exclusion of members of the Association,
• approval of the Articles of Association and its modifications,
• decisions concerning dissolution and fusion with other associations,
• approval of the annual account of the Board; an account and a plan of the activities in connection with management are part of this account,
• approval of the rules and regulations of the organisation and operation of the Association,
• approval of the programme of the Association,
• any task, which is proposed to the General Meeting for discussion by the Board of the Association,
• approval of the commendations and stands that affect significantly the economy of the members,
• ordering extra payments necessary for the operation of the Association,
• approval of the annual membership dues.

The General Meeting makes its decisions about the followings by open vote with simple two-thirds majority:

• election and dismissal of the chairman, Board members and members of the Ethical Committee,
• admittance and exclusion of members of the Association,
• approval of the Articles of Association and its modifications,
• decisions concerning dissolution and fusion with other associations.

Dismissal of the officials can only be initiated in writing by 1/3 (one-third) of all the members of the association with indication of the purpose. In this case an extraordinary general meeting has to be called within 60 days. Dismissal is an exclusive right of the General Meeting. The General Meeting decrees on the dismissal of an officialin charge and at the same time it also decides on the election of the new officia in charge.

Dismissal of an officialin charge can be initiated if the official pursues an activity verifiably controversial to the aims of the Association or endangers the aims of the Association in any way, or does not discharge his duties as an official for 6 months or cannot discharge them as a result of deterioration of his state of health.

Any member of the Association can appeal against the decision on the dismissal within 30 days of acknowledgement in front of a court.

2. The Board:

The Board is the managing agency of the Association. The General Meeting elects the three members of the Board for three years from the regular members of the Association and a Chairman for three years from the members of the Board. Their election takes place on the annual General Meeting.

Duties of the Board:

• manages the activities of the Association between two General Meetings, and exercises its rights with the posterior consent of the General Meeting,
• works out proposals and submits them to the General Meeting for modifications of the Articles of Association and the Rules and Regulations of the Organisation and Operation of the Association,
• is responsible for the management of the Association,
• has the right to submit proposals to the General Meeting for admitting new members, excluding them and for defining the amount of the membership dues,
• makes economic decisions concerning the usage of the assets ensuring the realization of the aims and tasks of the Association,
• exercises the employer's rights upon the employees of the secretariat,
• is liable for the management of the Association to the General Meeting.

On its sessions the Board can invite the representatives of its members with the right of consultation for the discussion of certain items of the agenda.

The Board holds meetings as occasion requires or at least once in a quarter. The Board has quorum if at least two members are present.

The Board makes its decisions with simple majority vote, by open vote, in case of a tie vote the Chairman's vote is decisive.

Board members of the Association for the first year:

Chairman:

• Ákos Varga (m.n.: Éva Jánosska, address: 1026 Budapest, Tövis u. 48.)

Members of the Board:

• István Kamarás (m.n.: Mária Rohrmann, address: 1039 Budapest, Gyula u. 41/b.)
• Kázmér Csorba (m.n.: Ibolya Bacsa, address: 2040 Budaörs, Orgona u. 10.)
3. Ethical Committee:

The Ethical Committee is a body consisting of three members adjudging behaviour controversial to the Code of Ethics. Members of the Ethical Committee are elected by the General Meeting according to the commendation of the members and they are appointed for two years.

The Ethical Committee elects its own chairman from its members.

The rules of procedure of the cases coming under the competence of the Code of Ethics are defined by the General Meeting.

Duties of the Ethical Committee:

• conduction of the ethical procedures,
• decision making in ethical cases,
• initiation of exclusion,
• regular maintenance of the Code of Ethics of the Association, initiation of modifications if necessary,
• supervises the observation of the accepted Code of Ethics, investigates the reports and submits its opinion to the Board,
• the Chairman or the members of the Ethical Committee cannot participate in the investigation of objections arisen contingently against them and in the creation of the connected standpoint,
• following and publicizing the home and international opinions in connection with the specialty.

Members of the Ethical Committee for the first two years:

Chairman:

• Zsigmond Rácz (m.n.: Valéria Czakó, address: 1093 Budapest, Lónyay u. 41.)

Members:

• László Kovács (m.n.: Erzsébet Egler, address: 1112 Budapest, Barackfa utca, hrsz.: 2153/B.)
• Krisztián Pölcz (m.n.: Etelka Végvári, address: 2030 Érd, Aradi u. 56.)
4. Branches

Members of the Association can pursue their professional activities and activities of professional representation in branches. The branches are not independent legal persons; they have a reporting obligation towards the General Meeting and the Board.

Operation of the Branches is regulated by the Rules and Regulations of the Operation of the Branches. The Branches formulate their own Rules and Regulations of Operation after their formation, which has to be presented to the Ethical Committee and the Board in order to form opinion and then it is submitted to the General Meeting for approval.

5. Secretariat

The responsibilities of the Secretariat include discharging administrative, informational and service duties and operative arrangement of economic matters.

The executive of the secretariat is the Secretary elected for two years by the General Meeting.

Secretary of the Association for the first two years:

• Krisztián Csizmadia (m.n.: Erzsébet Csoma, address: 2045 Törökbálint, Árpád u. 143.)

X. Representation

The Association is represented vis-a-vis third parties in the name of the Board of the Association individually by a member of the Board or the secretary. Of the bank account of the Association disposes with authority to sign any two officials vested with the right of representation.

The association has in its own name direct contact with the main authorities, agencies with national competence, non-governmental and other organisations.

Commitments of financial kind more than 10% over the annual budget approved by the General Meeting can be undertaken by the posterior consent of the General Meeting.

XI. Assets, income and management of the Association

1. The Association manages the available financial means according to the budget approved by the General Meeting. Management of the Association is done according to the rules concerning non-governmental organisations and the articles of association.
2. Income of the Association:
• membership dues,
• tenders,
• subsidy,
• events, income from the events,
• counter value of the service activities,
• income of the business activities serving the operation of the Association.
3. Main expenses of the Association:
• expenses in connection with the operation.
4. Debit of the Association:
• The Association is liable for its debits with its own assets, which is the members are not liable for the debits of the Association with their own assets beyond the payment of the membership dues.

XII. Dissolution of the Association

The Association dissolves:

• if the General Meeting pronounces the dissolution of the Association,
• if it is dissolved,
• if it fuses with another non-governmental organisation,
• if the association demerges,
• if its termination is established.

In case of the termination of the Association the General Meeting disposes of its assets and the Board -as an ex administrative agency– proceeds as a liquidator.

XIII. Legal redress

An unlawful resolution of any of the members of the company can be appealed against within 30 days of acknowledgment in front of a Court by any member, if it cannot be settled in a peaceful way.

XIV. Closing provisions

In questions of which the Articles of Association does not dispose, the II. Article of the act of 1989 about the right of association, the IV. Article of the act of 1959 about the Civil Code of the Republic of Hungary, and the provisions of the operative legal regulations about the management of non-governmental organisations have to be applied.