Approved on 25 November 1998
Completed and amended on 2 April 1999

Charter of the
„National Host of Hungary” Society

I. GENERAL PROVISIONS

1. For the achievement of the aims set forth in Article 4, the founders establish a society under the provisions of Act II 1989 on association and the terms and conditions hereof.

Name of the voluntary organisation:

"Magyar Nemzeti Host" Egyesület

Name of the voluntary organisation in English:

"National Host of Hungary" Society

1. Seat: 1063 Budapest, Munkácsy M. u. 16.
   
2. Territory of operation: Hungary.
   
3. Year of foundation: 1998.

II. AIMS AND ACTIVITIES OF THE SOCIETY

1. The "National Host of Hungary" Society (hereinafter Society) aims to promote the research of advanced IT and communications technologies and networks in Hungary, particularly including the support of Hungary's involvement and successful participation in the relevant EU programs and in the projects of such programs and other programs with similar aims.

2. Activities to be performed for the realisation of the above aims

• performing the functions of the National Host of Hungary and representing Hungary at the National Host Forum as member of the international network to promote the co-operation of Hungarian research organised with the aim of implementing projects in the EU's R&D skeleton programs;
• supplying information for participation in the EU projects, securing and providing the technical infrastructure and/or related services for special R&D projects (preparation of contracts between the parties offering and wishing to use the infrastructure/services for the implementation of an R&D project);
• organising and supporting the services related to the National Host system, recording and making available the resources offered by the members for exploitation or use and promoting similar activities;
• promoting Hungary's involvement in the EU's skeleton program 5. Research and Technological Development, providing advisory and organisation services;
• promoting R&D efforts and the integration in international networks in connection with the national research, educational and other public communications networks;
• developing and operating information services;
• the Society may engage in complementary business activities to achieve the above aims and support its non-profit activities.

The Society may not pursue direct political activities, it is independent of political parties and it may not support, or accept support from, political parties.

III. MEMBERS OF THE SOCIETY

1. All members of the Society are ordinary members in terms of their rights and obligations. The Society has no supporting or honorary members.
2. Any domestic legal entity, company without legal entity or individual entrepreneur may become member of the Society. Membership is subject to acceptance of the Society's Charter by signing the relevant declaration and payment of the membership fee. Membership is furthermore subject to a harmony between the aims of the organisation or person applying for membership and the Society's activity and aims and to the person applying for membership or delegated as a proxy having adequate professional experience in advanced telecommunications or the application thereof.

1. One can join and withdraw from the Society on a voluntary basis.
2. Membership in the Society is created by admission and terminated by withdrawal, exclusion or cancellation.
3. Admission is subject to the decision of the Society's Presidency. An appeal lies to the Society's General Meeting against a resolution refusing admission that shall be considered at the subsequent General Meeting.
4. The members of the Society are registered by the Secretariat.
5. The members of the Society shall pay annual regular membership fees as determined by the General Meeting each year. The General Meeting may allow non-profit members to pay reduced membership fees. The membership fee shall be paid for the whole year even if the member was admitted in the interim period.
6. The membership fee falls due on 1 January each year and is payable by 31 January of the same year. The annual membership fees of ordinary members admitted in the interim period shall fall due on the day of admission.
7. Withdrawal from the Society is subject to giving a notice in writing. The date of the withdrawal is the date of the postmark.
8. Membership is terminated by cancellation in case the member ceases without leaving a successor. The Society's Presidency may terminate membership if the member fails to pay the membership fee within 90 days of the due date.
9. The Society's Presidency may exclude the member whose activities are in conflict with the Society's aims or violate the provisions hereof in any other way. The excluded member may resort to the General Meeting to seek remedy against the Presidency's resolution.

IV. RIGHTS AND OBLIGATIONS OF THE MEMBERS

Rights of the members:

1. attendance of the Society's General Meeting and taking part in its decisions with the right of voting,
2. participation in the Society's activities and events,
3. electing others and being elected in the Society's bodies,
4. making remarks and proposals and expressing opinions on the operation of the Society and its bodies,
5. recommending the discussion of issues affecting the Society and its bodies,
6. using the Society's services.

Obligations of the members:

1. promoting the Society's successful operation,
2. complying with the Society's Charter and other internal regulations as well as with the decisions made by the Society's bodies,
3. promoting achievement of the Society's aims,
4. paying the membership fee in due time,
5. keeping the trade secrets that have come to the member's knowledge.

To achieve the Society's aims, the members may make additional financial contributions to the Society in excess of the membership fee.

V. ORGANISATION OF THE SOCIETY

1. Corporate bodies of the Society:
   
   a. General Meeting,
   b. Presidency,
   c. Supervisory Board.
   
2. Executive Officer
3. Secretariat
4. Professional and work organisations

 GENERAL MEETING OF THE SOCIETY

1. The main corporate body of the Society is the General Meeting consisting of the entirety of the members or their proxies.
2. The legal entity members attend the Society's General Meetings through their permanent or ad hoc proxies.

1. Each member shall have one vote at the General Meeting.
2. Each member shall designate a proxy (proxies) empowered to make declarations or assume obligations on his/her behalf and shall report the proxy's name to the Society's administrative body. The members may replace their proxy (proxies) at any time. The proxies shall certify their right of representation by official powers of attorney.

Exercise of the voting right is subject to the member's proxy certifying his/her right of representation prior to the start of the General Meeting.

1. The General Meeting shall have a quorum if at least two-thirds of the total number of votes is represented.
2. If no quorum develops at the General Meeting in 2 hours from the originally appointed starting time, the General Meeting shall be postponed and reconvened within 30 days. The reconvened General Meeting shall have a quorum on the original agenda irrespective of the number of votes represented at the meeting.

1. The General Meeting of the Society shall be convened by the Society's Presidency.
2. The Society's General Meeting shall be convened whenever necessary but at least once a year. The Society's Presidency shall appoint the date of the General Meeting and inform the members of the venue, date and time and agenda of the meeting at least 15 days in advance.
3. The General Meeting shall be convened if the members representing at least one-third of the total number of votes request the Presidency in writing to convene the General Meeting.

1. The agenda of the General Meeting shall be determined and put before the General Meeting by the Society's Presidency.
2. The General Meeting shall be chaired by the Vice Chairpersons alternately, on a rotational basis.

1. The following issues shall fall within the exclusive authority of the General Meeting:

1. establishment and modification of the Charter,
2. adoption of the organisation and operation regulation,
3. adoption of the management regulation,
4. approval of the annual budget,
5. adoption of the Presidency's annual report,
6. announcement of the Society's merger with another voluntary organisation, its demerger and dissolution,
7. election and recall of the officials falling within General Meeting's authority,
8. consideration of the applications for remedy against the Presidency's resolutions on refusing the admission or on the exclusion of a member,
9. determining the remuneration of the officials falling within the General Meeting's authority,
10. any issue referred to the General Meeting's exclusive authority by law or the Charter or drawn by the General Meeting into its own authority.

1. The General Meeting usually passes its resolutions by an open, simple majority vote. In the case of a tie vote, the issue shall be put to the vote repeatedly until the vote is successful.
2. Any resolution imposing obligations upon, or directly affecting the interests of, one or more members is subject to the consent of the member(s) concerned. The member concerned may not vote on his/her exclusion.
3. A two-thirds majority vote is required for passing a resolution on the issues set forth in a), b), c), d) and f) of Paragraph 1, Article 16.
4. The General Meeting passes its resolution by a secret vote when electing any of the officials in Paragraph 1, Article 18 and on any other issue if requested by at least one-third of the members with voting right.
5. The proceedings at the General Meeting shall be recorded in minutes. The minutes shall contain the major comments and proposals made and the resolutions adopted at the meeting. The minutes shall be signed by the Chairperson of the General Meeting, the keeper of the minutes and two persons appointed at the beginning of the meeting to certify the minutes.
6. The General Meeting of the Society is open to the public. The General Meeting may decide by a simple majority to exclude the public.

1. Officials falling within the authority of the General Meeting:
2. The Society's officials listed in Paragraph 1 shall be elected by the General Meeting for three years.
3. Prior to the General Meeting electing the officials, the Society's Presidency shall set up a nomination committee of at least 3 members and appoint the chairperson of the nomination committee.
4. The nomination committee's proposal regarding the election of the officials referred to in Paragraph 1 shall be put before the General Meeting by the chairperson of the nomination committee. The proposed persons will be included on the list of candidates. The members of the General Meeting with voting right may nominate other persons from among the ordinary members or their proxies present at the meeting. Then, at the chairperson's proposal, the General Meeting shall elect by an open majority vote a polling committee of three persons other than those included on the list of candidates.
5. The officials shall be elected by a secret vote.
6. An official is deemed elected if he/she has acquired over 50% of the valid votes cast. If none of several candidates receives the required number of votes in the first round, a second round shall be held with the participation of the two candidates with the highest number of votes. The voting result shall be presented to the General Meeting by the chairperson of the polling committee.

1. The mandate of the officials falling within the General Meeting's authority shall terminate
   
   a. with the expiry of the mandate,
   b. by resignation,
   c. by recall,
   d. by decease.
   
2. One-third of the ordinary members may propose in writing recall of the officials falling within the authority of the General Meeting. The proposal shall be submitted to the Chairperson who, with the aim passing a resolution on the recall, convenes a General Meeting under the terms pertinent to extraordinary General Meetings.
3. Otherwise, the rules pertinent to the election of officials shall apply.

1. An extraordinary General Meeting shall be convened
   
   a. if ordered by a majority resolution of the Society's Presidency,
   b. at the request in writing of one-third of the ordinary members,
   c. in case the number of members in the Supervisory Board diminishes to half as a result of a withdrawal.
2. The extraordinary General Meeting shall be convened within 30 days following the emergence of the circumstances giving rise to convocation.
3. Otherwise, the rules pertinent to the Society's ordinary General Meeting shall apply to the extraordinary General Meeting.

PRESIDENCY OF THE SOCIETY

1. The Society's operation between two General Meetings shall be directed by the Presidency. The Presidency is entitled to make decisions on any issue concerning the Society's activities, not including those referred to the exclusive authority of the General Meeting under the Charter.
2. Duties and authority of the Presidency:

1. convening the Society's ordinary and extraordinary General Meetings,
2. creating conditions for and supervising the Society's lawful operation and compliance with the terms hereof,
3. drafting the Society's organisation and operation regulation and management regulation and submitting the same to the General Meeting,
4. drafting the Society's annual budget, preparing reports on its implementation and submitting it to the General Meeting,
5. considering the applications for membership, making decisions on the exclusion of members,
6. establishing the remuneration of the Society's employees within the limits of the approved budget.

1. The Society's Presidency consists of 5 persons, called as Vice Chairpersons.
2. Rights and obligations of the Vice Chairpersons:

1. attending the Presidency's meetings and taking part in its decisions,
2. making remarks and proposals concerning the Society's activities,
3. making proposals for the convocation of extraordinary General Meetings and Presidency meetings,
4. supervising implementation of the resolutions of the General Meeting and the Presidency.

3. The Vice Chairpersons may be re-elected to their office.
4. No remuneration is paid to the Vice Chairpersons.

1. The Presidency shall establish its work schedule and rules of procedure itself.
2. The Presidency shall meet at intervals defined in its rules of procedure but at least every 3 months and announce the agenda of the meetings in advance.
3. The meetings of the Presidency are not open to the public but may be attended, in addition to the Vice Chairpersons, by the members notifying their presence in advance and by the persons invited by the Chairperson.
4. The Society's Executive Officer and the Chairperson of the Supervisory Board shall be invited to the Presidency meetings with the right of consultation.
5. The proceedings at the Presidency meetings shall be recorded in minutes, available to the members at any time.

1. The Presidency meeting shall be convened by the Chairperson.
2. The Presidency meeting shall have a quorum if at least 4 members are present.

1. The Presidency shall generally pass its resolutions by an open, majority vote. In the case of a tie vote, the issue shall be put to the vote repeatedly until the vote is successful.
2. The Presidency shall pass its resolutions by a secret vote to elect the officials falling within its authority or if requested by any of the Vice Chairpersons.

1. The Society's Chairperson shall be elected for a one-year period by the Vice Chairpersons from among themselves.
2. Duties and authority of the Chairperson:

1. convening and chairing the Presidency meetings, preparing the Presidency's resolutions,
2. submitting the drafts of the Charter and other regulations,
3. supervising implementation of the resolutions of the General Meeting and the Presidency,
4. exercising employer's right in respect of the Executive Officer of the Society,
5. representing the Society,
6. exercising the power to sign and remit jointly with a Vice Chairperson or the Executive Officer.

3. In case the Chairperson is absent or prevented, he/she shall be substituted by a Vice Chairperson appointed for this purpose.
4. The Chairperson may be re-elected to his/her office.

1. The Executive Officer shall be elected by the General Meeting and the employer's rights in respect of him/her shall be exercised by the Chairperson of the Society.
2. Duties of the Executive Officer:

1. implementing the resolutions of the General Meeting and the Presidency,
2. supporting the work of the General Meeting and the Presidency,
3. directing and performing activities for the achievement of the Society's aims,
4. co-ordinating and promoting the professional work of the Society and its work organisations,
5. independent representation of the Society,
6. directing the work of the Society's administrative organisation, the Secretariat,
7. preparing the Society's reports,
8. exercising employer's rights in respect of the members of the administrative organisation,
9. exercising the power to sign and remit jointly with a Vice Chairperson.
   

3. The Executive Officer's work shall be supported by the Secretariat of the Society. The Secretariat keeps the Society's records, handles the expert assignments and the Society's documentation and publication activities. The Secretariat is responsible for organising the Society's events.

1. The General Meeting shall elect a Supervisory Board to supervise the Society's management and the administration of its assets. The Supervisory Board shall consist of one Chairperson and two members.
2. The members of the Supervisory Board may not hold other offices within the Society. The members of the Supervisory Board may not be relatives of each other or another elected official of the Society.
3. The activities of the Supervisory Board shall be directed by its Chairperson.
4. Duties of the Supervisory Board:

1. supervising administration of the Society's assets,
2. controlling compliance with the relevant laws and other mandatory regulations,
3. controlling payment of the membership fees and contributions,
4. reviewing the annual balance sheet,
5. controlling compliance with the documentary discipline.

5. While performing their duties, the Supervisory Board members may inspect any document relevant to the Society's activities.
6. The Supervisory Board shall inform the Society's Presidency of the findings of the supervisions and call the Presidency's attention to terminate the irregularities or abnormalities found.
7. The Chairperson of the Supervisory Board shall give an account of the activities of the Supervisory Board at the General Meeting of the Society.
8. The rules of operation of the Presidency shall apply to the operation of the Supervisory Board.

VI. MANAGEMENT AND ASSETS OF THE SOCIETY

1. The Society's management is based on annual budgets.
2. The revenues required for the Society's operation include the following:

1. membership fees,
2. support from private individuals and legal entities,
3. revenues from events organised as part of the Society's core business,
4. revenues from the Society's business activities,
5. support won through tenders.

Assets of the Society:

• cash (bank deposit, bank account),
• accounts receivable,
• securities,
• immovable and movable property.

The Society manages its finances independently and assumes responsibility for its debts up to the assets of its own.

Apart from paying the membership fees and additional contributions, the Society's members are not responsible up to their own assets for the Society's debts but shall assume full moral and financial liability for the damages caused by surpassing their powers.

The detailed rules of the Society's management shall be laid down in the Society's management regulation.

1. The Society's officials are reimbursed for their reasonable expenses and those listed in the organisation and operation regulation are entitled to remuneration. The official's remuneration is determined by the General Meeting each year.

VII. PROFESSIONAL AND WORK ORGANISATIONS

The Society sets up professional and work organisations whose duties, operation and reporting duties are set forth in the organisation and operation regulation.

VIII. TERMINATION OF THE SOCIETY

The Society shall terminate if

• its dissolution is determined in a General Meeting resolution adopted by a two-thirds majority,
• it merges with another voluntary organisation,
• its termination is established by a competent authority,
• it is dissolved by the court.

If the Society is terminated, the General Meeting shall determine the utilisation of the assets left after the satisfaction of creditors.

IX. OTHER PROVISIONS

While the Society exists, the Parties shall promote achievement of the Society's aims by their conduct and actions.

The Parties shall supply each other with information to promote effective participation in the R&D programs of the European Union, however, neither Party is required to supply information the disclosure of which affects its lawful business interests.

The Parties agree not to use the trade secrets and information coming to their knowledge for purposes other than for realising the Society's aims and agree to seek the other Party's permission or consent for the use of trade secrets. The damages resulting from the failure to obtain permission or consent shall be paid by the Party whose obligation was to obtain permission or consent for the use of the trade secret.

The Parties agree not to disclose the trade secrets coming to their knowledge to third persons and to use such trade secrets only towards the operation of the Society. The Parties shall have duty of secrecy during the period of existence of the Society or their membership and for an additional 5 years following the termination of the organisation of the National Host of Hungary or their membership.

No one may be excluded or pushed to the background on discriminative considerations in connecting the members' networks.

X. CLOSING PROVISIONS

The members of the Society agree not to resort to the court or other authorities for the settlement of disputes with another member or the organisation of the Society arising out of or in connection with the activities in the Society until the Society's Presidency takes sides on the dispute.

The Society's Presidency shall have right to take sides on the issues relating to the Society that are not governed in the Society's Charter or other regulations. The position of the Presidency shall be binding upon each member but a legal remedy may be sought against the Presidency's resolution at the subsequent General Meeting.

Budapest,

Copyright © NHH 2006
Last updated: 18-02-2006