In consolidated form as amended on 8 December 2009 and 26 January 2010 (County registration number: 11227 / 2004; National registration identification number: 20950 / 2004 Name of the court: Metropolitan Court; Resolution number: 60956 / 2004.2)
I. General provisions
1. Name of the Association: Hungarian Association of Private Employment Agencies (SzTMSz)
2. Registered seat of the Association: H-1016 Budapest, Hegyalja út 22.
3. Objectives and responsibilities of the Association:
- the members of the Association – in the interest of the Hungarian personnel consulting firms and their clients (principals, candidates) – intends to ensure the protection of the credibility of the profession by accepting, observing and causing others to observe the ethical and professional criteria to be drawn up collectively as mutually undertaken;
- to foster the professional development, and the enhancement of social acceptability of the Association;
- to support and promote the success of fair market practices in the sector;
- operating as a self-regulating internal forum, to take positions in disputed ethical professional issues and those concerning the sector;
- the Association expressly provides that it carries out business and entrepreneurial activities only as secondary activities, furthermore, that it will pursue entrepreneurial activities only in furtherance of its objectives without threatening it. The Organisation (Association) will not share its profit derived from financial management, and will allocate it for the activity specified in its charter.
- to fulfil employer’s advocacy duties.
- to promote labour market and employment policy mechanisms.
By establishing the Association, it is the exclusive objective of the members of the Hungarian Association of Private Employment Agencies to enhance the prestige and professional level of the personnel consulting activity, and to implement higher ethical criteria.
4. The Association operates within the entire territory of Hungary.
5. The Association is a legal entity.
6. The Association does not carry out direct political activities, its organisation is independent from parties, it is not allowed to support parties or political activities, no party may be member to the Association; the Association may accept no contribution from political parties, whether directly or indirectly, and may participate in no action initiated collectively, and the assets of the Association may not be used for such activities. The Association is independent from political parties, and it will be excluded from its activities also in the future to nominate and support any candidate member of Parliament, any candidate of county and metropolitan local authorities. The Association rules out to take joint public action with any political party in any matter whatsoever.
II. Provisions regarding membership
1) The members of the Association may be personnel consulting firms:
a) more than half of whose proceeds are realised from services rendered in the field of selecting, mediating and/or leasing of specialists, managers and manpower,
b) which have obtained the licence to operate as required to carry out such activity,
c) have no unpaid public dues, and no administrative proceedings are pending against them,
d) accepts the Code of Conduct of the Association;
e) (in case of a new entrant) have obtained the written nominations from at least 2 members.
f) In addition, the member of the Association has to meet at least two of the following conditions:
- the company is a business association with corporate personality
- it has been carrying out its activities for at least 3 years
- the number of its employees employed in full-time job is not less than 5
- the written nominations from at least 3 of its clients are available.
2) The Candidate Member requesting membership is required to submit his declaration on admission along with the nominations from two members to the Chairman of the Association.
3) The presidency will put forward proposal to the General Meeting for the admission of the Candidate Member. The Candidate Member will become member of the Association by the resolution of the General Meeting and upon payment of the current annual membership fee in the amount corresponding to the time-proportionate portion of the current annual membership fee. The presidency may refuse to admit a candidate, if the conditions under this Charter are not fulfilled, or finds that the candidate is not worthy of being a member for moral or ethical reasons. A complaint may be lodged against the decision of the presidency, submitted to the presidency but addressed to the General Meeting within 8 days calculated from the delivery. The General Meeting will decide on the complaint at its next meeting.
4) Members’ rights:
a) to attend the General Meeting of the Association with voting right,
b) to elect and to be elected for any office,
c) to put forward proposals and to express opinion in the issues concerning the Association,
d) to participate in the activities and events of the Association.
The Members will exercise such rights through their respective representatives.
5) Member’s obligations:
a) to observe the provisions of the Charter,
b) to implement the decisions of the Association’s bodies,
c) to pay the membership fee,
d) to attend at least one general meeting each year.
6) Termination of membership:
a) by cancellation:
The membership of such member will be terminated by cancellation, who fails to pay his membership fee over six months. No member may be deleted from the register of members, who has settled his arrears in membership fees prior to the passing of the resolution of cancellation. Prior to cancellation, the member has to be invited in writing to settle his arrears in membership fee. The General Meeting will resolve on the cancellation according to the general rules.
b) by quitting:
The intention to quit has to be submitted in writing to the chairman or to be recorded in the minutes at the meeting of either body of the Association. The date will be deemed as the date of quitting when the relevant declaration is received by the chairman or it is heard at the meeting of that body.
c) by exclusion:
The membership of such member will be terminated by exclusion that is excluded by the General Meeting from the Association. Any member has to be excluded from the Association, who fails to fulfil his obligations to pay the membership fee within six months calculated from its due date; or behaves in such a way, which seriously endangers the objectives and operation of the Association.
The member has to be notified in writing and in advance of the item on the agenda to exclude such member in accordance with the rules for the convention of the General Meeting.
At the General Meeting discussing the exclusion of the member, the member will be given the opportunity of defending himself and of expounding his arguments against the exclusion before the General Meeting.
The resolution on exclusion will be posted to the member so excluded.
The member so excluded may contest the resolution of the General Meeting before the court within 30 days of his becoming aware of it.
d) upon cessation of the member without legal successor.
7) If the membership is terminated, the member will be deleted by the presidency from the register. The member so excluded or quitted may no longer claim a refund of his membership fee already paid.
8) Supporting membership
Anyone can be a supporting member of the Association, who accepts the objectives of the Association, but as he declares wishes to join the Association only as a supporting member, and has obtained written nominations from two members.
The supporting member may attend the General Meeting with a right of consultation, may join in its work but has no voting right.
The supporting member is required to pay half of the current membership fee determined for ordinary membership, but the presidency may decide to relieve the supporting member from his obligation to pay the membership fee.
Otherwise, the provisions pertaining to the members will be applied to supporting members.
III. The organisation of the Association
1. The General Meeting
a) The supreme body of the Association is the General Meeting, which is comprised of all of the members. The chairman of the Association chairs the General Meeting.
b) The General Meeting has to be convened as required but at least once a year. The chairman is entitled to convene the meeting. The invitation has to be delivered to the members 8 days prior to the date of the General Meeting. The invitation must contain the date, agenda and the place of the General Meeting. One-third of the members may request the chairman to convene the General Meeting by specifying the reason and the purpose. The chairman is required to arrange for the General Meeting to be convened within 8 days, if 50% + 1 person so requests from the members of the presidency. The General Meeting has to be also convened if ordered by the court.
c) The members will form a quorum when more than half of the members entitled to vote are present. For want of a quorum, more than half of the members attending with voting right are required again for the quorum of the General Meeting convened for the second time within 15 days.
d) Method of passing resolutions: the General Meeting will pass its resolutions by a show of hands, with the consenting vote of 50% + 1 person present.
In case of a tied vote, the chairman chairing the meeting will have the casting vote.
The General Meeting will decide in personal matters (e.g., election of officers) by secret ballot.
e) The following will fall within the exclusive scope of authority of the General Meeting.
- to declare the formation, cessation and merger of the Association with another association,
- to approve of the report concerning the activity of the presidency,
- to approve of the budget,
- to determine the annual membership fee based on the proposal of the presidency,
- to draft and amend the Charter,
- to elect the chairman, the heads of sections and the deputy heads of sections,
- to approve of the report on financial management,
- to recall and discharge the presidency,
- to decide on the admission of the Member proposed by the presidency,
- to resolve on the termination of membership by cancellation or exclusion,
- to approve of a contract, the value of which exceeds HUF 500,000.
f) The Association keeps records of the decisions and resolutions passed at the General Meeting (hereinafter the “Book of Resolutions”). The Book of Resolutions contains the wording of decisions and resolutions, the date when they were passed, the persons and objects covered by it, and the proportion of those voted for and against the decisions, resolutions. The Book of Resolutions is open to public and can be examined by anyone.
2. Presidency
a) The presidency is the operative administrative and decision-making body of the Association.
b) The presidency is a body comprising six members, and its members must be from the members or representatives of the Association.
c) The presidency is composed of the chairman, the deputy chairman heading the sections, and the deputy heads of sections.
d) The members of the presidency are elected by the General Meeting for two years by secret ballot.
e) The presidency will establish its by-laws by itself. The by-laws may not be contradictory to the Charter.
f) The responsibility of the presidency:
- to coordinate the activities of the Association,
- to prepare for the General Meeting,
- to estimate the budget of the Association,
- to calculate the amount of the membership fee, and the system of payments,
- to put forward proposals to the General Meeting for the admission of a new member.
g) The presidency will hold its meetings at least once a month, which will be convened and chaired by the chairman. In the presidency a quorum is, if more than half of its members are present. The presidency will pass its resolutions by a show of hands and a majority of votes. In case of a tied vote, the chairman chairing the meeting will have a casting vote.
h) The approval of contracts having a value of HUF 200,000 to HUF 500,000 will fall within its exclusive scope of competence.
2.1 The Chairman
a) The work of the Association will be administered and managed by the Chairman, and the Chairman will act for and on behalf of the Association individually.
b) Only the chairman or another person authorised by him may declare for and on behalf of the Association. The chairman may not delegate his representation right, unless to another member from the presidency.
c) The chairman will be elected by the General Meeting by secret ballot for two years from its members.
d) It will fall within the scope of competence of the chairman to make a decision, which is not delegated by the Charter to the competence of another body.
e) The chairman of the Association: Mrs Zsoldisné, Csaposs Noémi Krisztina
Mother’s name: Moldovan Ninel Petrovna
Address: H-1082 Budapest, Corvin köz. 6. fsz.1.
Place and date of birth: Budapest, 23 October 1975
Commencement date of her mandate: 8 December 2009
2.2 Member of the Presidency
The chairman, the deputy chairman and the deputy heads of the section will participate with full scope of authority as members of the presidency in the work of the presidency, they will make proposals and draft professional motions.
3. Ethical Committee
The Ethical Committee is a body comprising three persons elected by the General Meeting. Its chairman is elected by itself from its members. The chairman of the Association may not be a member of the Ethical Committee.
The Committee will have a meeting as needed but at least once every six months. The meetings of the Committee will be convened by the Chairman, but either member is entitled to do so, if required.
The Committee will examine the events of the past months significant in terms of profession and will examine the activities of the members and competitors in its ordinary meetings. If it is deemed to be necessary, the Committee will issue a preliminary position statement.
4. Sections
In furtherance of more effective professional operation of the Association, the members will set up the following sections:
1. Temporary agency work section
2. Recruitment and executive search section
Those engaged in a particular activity may join the relevant section. One member may join more than one section.
The sections are headed by two deputy chairmen.
A declaration on admission is required to be admitted to the section. Those applying will deliver such declaration on admission to the chairman, who will register the Members.
The sections will provide for their by-laws and rules of operation in the Organisational and Operating Rules.
At the meetings of the sections, the Members will discuss the actual topics related to their professional fields, and will issue declarations and position statements, as needed, and may make proposals to the Association and to its organisational units for taking a position and/or passing a resolution.
The sections will have a meeting every six months. The rules pertaining to the Member’s Meeting will apply to the quorum in the meetings and the method of passing a resolution.
IV. Legal capacity and representation of the Association
The chairman will act for and on behalf of the Association. The chairman will individually, and either head of section will jointly, give orders regarding the bank account.
V. Financial management of the Association
1. Proceeds of the Association:
a) Membership fee to be paid by the members:
The amount of the membership fee will be established by the presidency once a year. Unless the General Meeting orders otherwise, the amount of the annual membership fee will be HUF 250,000 (in words: two hundred and fifty thousand Forints).
b) Supports:
All supports or benefits will be part of the proceeds of the Association, which is not deemed as membership fee.
c) Other incomes:
The Association may manage its finances and embark on a business as a secondary activity, and will not share its profits derived from financial management and will allocate the same for the activity specified in this Charter. The Association may carry out entrepreneurial activities only in order to implement its objectives without threatening them.
2. Association’s budget, members’ liability for assets
a) The Association will manage its finance based on annual budget. The budget will be established by the General Meeting once a year. The presidency will make a proposal for the budget.
b) The Association will be liable for its debts with its own assets, and the members will assume responsibility for the liabilities of the Association up to the payment of the membership fee and will not be liable with their assets.
c) If the Association ceases to exist, the General Meeting will decide on its assets and the way it will be used.
VI. Cessation of the Association
1. The Association will cease to exist, if:
a) its dissolution is declared by the General Meeting by a two-third majority of votes
b) the court grants an order ruling its dissolution
c) it merges with another association
d) the court grants an order establishing its cessation
VII. Closing provisions
The Association will be formed and obtain legal personality upon registration by the Metropolitan Court.
Any issues not regulated in this Charter will be governed by the provisions of the Hungarian Civil Code, Act II of 1989 and other current rules of law in effect.
This wording of the Charter of the Association was adopted by the General Meeting dated 8 December 2009 and 26 January 2010; this Charter was codified on the grounds of the amendments to Sections I./2; I/3; II./3; II/6.c); III./2.b), d); III./2.1.c); e); III./4..
Budapest, 15 July 2010
