The Foundation - V. The Foundation’s managing body

V.

The Foundation’s managing body

 

1. The Advisory Board

The foundation’s decision making body and supreme trustee is the 3-membered (three-membered) Advisory Board (Advisory Board in the followings). The members of this Advisory Board and its Chairman are assigned by the Founder; their appointment is for an indefinite time. The founder may recall any member of the Advisory Board and may assign new members in case the members’ activities endanger the Foundation’s objectives based on Paragraph 6 of Article 74/C of the Civil Code.

Only people in relation to whom there is no motion of conflict (based on Paragraph 3 of Article 74/C of the civil Code) may be assigned to the Advisory Board after the person in question has declared so in writing.

The Advisory Board’s activities are guided by the Chairman. The Chairman is assigned by the Founder from among the members of the Advisory Board for indefinite time.

The Chairman represents the Foundation towards any third parties with full power and delegation.

The Chairman of the Advisory Board is:

József Pál

address: 1122 Budapest, Városmajor str. 1/B. II. floor 1.

 

Members of the Advisory Board:

Dr. László Böszörményi

address: A-9073 Viktring, Haselbachweg 46.

residence in Hungary: 1118 Budapest, Irinyi J. str.28/c.

László Norbert Jakubinyi

address: 3535 Miskolc, Kisszilvásvölgy str. lot nr.76210

No managing authority may be established where the Founder may induce direct or indirect effect on the assets of the Foundation.

Membership of the Advisory Board terminates if:

  • a member quits;

  • a member dies,

  • The Founder recalls the member if the latter’s activities endanger the Foundation’s aims and functioning;

The founder suggests a new member for the place of the one who left within 30 days.

The members of the Advisory Board do not require payment for their work, yet they are entitled to the refunding of their costs in keeping with accomplishing their duties.

2. The Advisory Board’s functioning

The Advisory Board's meetings

The Advisory Board holds meetings as occasion requires, but at least once a year.

The Advisory Board is called together by the Chairman in writing; the invitation must contain the date and place of the meeting, its agenda, and all documents that might be important when making decisions in keeping with the agenda must be attached. The call for a meeting is valid only in case all members of the board receive the invitation at least eight days before the event. A verbal process must be recorded in which the followings are to be entered: the place and date of the event, the purport of its decisions, how long they will be in force, the number of those who voted for and of those who objected to the decisions and if possible their names. The verbal process must be signed by all members present.

The Chairman must call together a board-meeting within 30 days in case any of the members sets forward a reasonable proposal in writing.

Decision-making

The advisory-board decides in matters under its authority by decision-making. The Advisory Board has a quorum if the meeting has been called according to the rules and if at least two members are present. The board votes openly and constitutes a quorum with a majority decision in case all three members are present, or by unanimous vote in case only two members are present.

The Chairman records the board’s decisions and indicates the purport of these decisions, their date, the names of those in favour and/or those against the decisions and the expiration of the decisions. Those involved are to be informed about the advisory-board’s decisions by the Chairman within 8 days in writing and in a verifiable way.

3. The advisory-board’s duties and jurisdiction

The advisory-board:

  • ensures that the Foundation’s activities are in keeping with its purposes,

  • specifies - in consensus with the Founder - The Organizational and Operational Rules that should be in accord with those stated in the Foundation Deed,

  • decides on the yearly plans of the Foundation,

  • decides on how to use the Foundation’s assets, on joining the Foundation, and on accepting donations and sponsorship,

  • administers the renewal and increase of the Foundation’s assets,

  • assents the yearly report,

  • practices the right of employer of the foundation.

The advisory-board may establish a separate work-organization and hire employees for carrying out the administrative duties in keeping with the Foundation’s objectives.

The advisory-board prepares a written review about the Foundation’s activities each year and sends it to the Founder together with the financial report; it also presents this review to the new members at the board’s meeting or by posting it up at its headquarters.