CENTRAL-EUROPEAN SERVICE FOR CROSS-BORDER INITIATIVES STATUTES
-consolidated version with amendments-
Preamble
The founding members, by exercising their rights of freedom of association set as a fundamental right by the Constitution of Hungary, in accordance with the provisions of Act II of 1989 on the Right of Association, form an association according to the following:
I
General provisions
1. Name of the association: Central-European Service for Cross-Border Initiatives
Abbreviated name of the association: CESCI
The English name for the association: Central-European Service for Cross-Border Initiatives
2. Form of the association: non-profit association
3. Registered office: H-1067 Budapest, Teréz krt. 13.
4. The scope of the operation of the association in addition to Hungary is extended to other Member States of the European Union, as well as to non-EU countries of Central Europe.
5. Official language: Hungarian, English
6. The activities of the association shall be primarily financed by membership fees, funds obtained through calls for tenders as well as from the donations of natural and legal personalities.
7. The association does not carry out political activities; its organisation is independent of, and does not provide any financial support for, any political parties.
II
Objectives and responsibilities of the association
1. The objectives of the association are as follows:
- Providing professional support for cross-border cooperation, preparing and compiling specialist supporting material, legal consultation and advice, organisation development, strategic planning and consultation, training, organising conferences, project development and management, liaising with foreign project partners, transfer of know-how, promoting exchange of experiences, easing and eliminating of obstacles for cross-border cooperation, carrying out basic and applied research necessary for this;
- Participating in the preparation and implementation of European-level projects, in cooperation with other organisations involved in cross-border activities;
- Strengthening the professional connections between the various organisations and institutions involved in cross-border cooperation established in the Central-European region, promoting further development of the network;
- Developing sustainable and institutional collaboration with professional organisations involved in the same field within the EU, as well as with EU institutions;
- Ensuring the successful participation of Hungary in the European Union, furthermore supporting the recognition and preserving the prestige of expert activities associated with calls for tenders and contributions.
2. The association carries out its activities in compliance with the requirements for non-profit organisations, with the consideration that its objectives and responsibilities, according to Article 26 c) points 3, 4 and 19 of Act CLVI of 1997 on Non-Profit Organisations, are the following public benefit activities:
- Scientific activity and research
- Education and training, development of skills, dissemination of information
- Promotion of Euro-Atlantic integration
III
Provisions associated with membership status
1. Members of the association:
a/ membership in the association is open for any person who is 18 years of age or over, is a Hungarian or a foreign natural person, Hungarian or foreigner legal personality or economic organisation without legal personality, official body, national professional institute or public body, participating or involved in cross-border projects and development, as well as agrees to be bound by the provisions of the statutes and undertakes to cooperate in the interest of achieving the objectives of the association as well as to pay the membership fees.
b/ for membership the recommendation of at least 3 members is required. The person applying for membership shall submit a declaration of entry to the Board of the association. Membership, proposed by the Board, shall be established based on the decision of the General Assembly.
2. Rights and responsibilities of members:
2.1 Rights of members:
a/ Participation in taking decisions at the General Assembly of the association. All members of the association have equal voting rights and may participate in the decision-taking of the General Assembly authorised to decide about any questions concerning the operation of the association.
b/ Ability to vote and being electable within the framework of the Association.
c/ Freedom of expressing an opinion or making a recommendation in regard to any questions concerning the association, initiate discussion of issues within the scope of the objectives and responsibilities of the association.
d/ Receive benefits provided by the association.
(Membership rights on behalf of legal persons are exercised by their appointed representatives authorised by them to exercise those rights).
2.2. Obligations of members:
a/ Compliance with the statutes, participation in the activities of the organisation and, in case of being elected to office, fulfilling the position to the best of their abilities.
b/ Implementation of the decisions of the governing bodies of the association.
c/ Regular payment of the membership fees. The membership fee shall be paid annually in advance in a lump sum, not later than 31st March of the year for which the membership fee is due. Newly joining members shall pay their membership fee calculated pro rata for the remainder of the year of admission, within 15 days of admission.
d/ Carry out their activities in accordance with the objectives of the association and act in a way that promotes the acceptance of the association.
(Membership obligations on behalf of legal persons are fulfilled by their appointed representatives).
3. Supporting member of the association can be a person who is elected by the Board upon the recommendation of the Chairman, based on a considerable financial assistance to the association. Supporting members are not subject to the rules applicable to regular members of the Association; however, they may take part in the meetings of the General Assembly in an advisory capacity and compliance with the Statutes shall be still binding in their case, too.
4. Honorary members are elected by the Board of the association, upon the recommendation of the Chairman, based on their high-level work consistent with the objectives of the association. Honorary members are not subject to the rules concerning the regular members of the association; however they may take part in the meetings of the General Assembly in an advisory capacity and compliance with the statutes shall be still binding in their case, too.
5. Termination of membership:
5.1.
a/ upon resignation;
b/ upon cancellation;
c/ upon exclusion;
d/ upon the death of the member;
e/ upon the termination of a member as a legal personality without legal successor.
5.2 A member can notify their intention of resignation to the Chairman at any time; this intention however shall be submitted to the Chairman in writing, who will immediately act upon the matters concerning the financial settlement associated with the resigning member. The Chairman will inform other members about the resignation and, if required, its circumstances at the next General Assembly due. Members communicating their intention of resignation are not authorised to exercise their membership rights after making this declaration.
5.3 Members who do not fulfil the payment obligation of their membership fee, and neither do they complete payment by the specified deadline prescribed in the written notice concerning this, may be deleted from the association. The decision regarding the cancellation is made by the Board; an appeal may be submitted against the decision within 15 days of receipt, to the General Assembly.
5.4 Members who regularly or permanently do not fulfil their obligations and seriously hinder the operation of the association or achieving its objectives, as well as otherwise showing a behaviour based on which they are not worthy of membership, shall be excluded from the membership of the association.
5.5 A member shall cease to be a member of the association under the exclusion decision of the General Assembly, if the member repeatedly and seriously infringes the provisions of the Statutes.
- the exclusion procedure shall be initiated with the Board by any member within 15 days of their first becoming aware of the cause providing a basis for it
- the member concerned shall be informed of the meeting held by the Board in respect of the exclusion in a way that the notification is delivered to the member concerned at least 15 days prior to the meeting
- the member concerned shall present their defence verbally at the meeting of the Board held in respect of the exclusion or in writing not later than the date of the Board meeting, requesting the omission of a personal hearing
- the Board, following the personal hearing or receiving the written defence and conducting the investigation, shall deliver an opinion on the exclusion and the Chairman shall arrange a meeting for the General Assembly in accordance with the Statutes, as well as ensuring the submission of the exclusion proposal to the General Assembly
- the member concerned shall be informed of the decision taken in respect of the exclusion within 15 days of taking the decision
- the member concerned may request an appeal against the decision to the competent court in writing within 30 days of notification of the decision
- the membership of the member concerned shall terminate on the day when the decision enters into force, or in case an appeal is lodged, and the court confirms the exclusion decision made by the General Assembly meeting, on the day the decision is taken by the General Assembly.
5.6 In the case of termination of membership, the member is deleted from the register by the Chairman and is informed regarding this fact.
IV
Bodies of the association
1. General Assembly
1.1 The highest authority of the association is the General Assembly, which is made up of the members. The General Assembly is convened, headed and closed by the Chairman.
1.2 Convening and quorum of the General Assembly
a/ The General Assembly shall meet as required, but at least once a year.
b/ The duly convened General Assembly shall be have a quorum when more than half of its members authorised to vote are present.
c/ The General Assembly is convened by the Chairman of the association by written invitation of the members, delivered at least eight days prior to the meeting. The invitation shall include the venue and date of the General Assembly meeting, the agenda and any written material associated with it. If the General Assembly meeting convened this way has no quorum, the General Assembly meeting shall be reconvened for a date within fifteen days of the original date (with no change to the agenda), it shall have a quorum irrespective of the number of those present, provided that the members have been informed of this in the invitation.
d/ By indicating the reason and purpose, at least half of the members are authorised at any time to initiate in writing the convening of the General Assembly to the Chairman. If the Chairman takes no action within fifteen days of receiving the motion, the members concerned are authorised for convening the General Assembly.
1.3 The nature of decision taking
The decisions of the General Assembly, including the approval of the decision for the annual report, are taken by open voting, with simple majority, except if a qualified majority is required by the Statutes. In the event of a tie, the Chairman, in his absence the Chair shall have the casting vote. At the General Assembly, each member has one vote.
1.4 The General Assembly has exclusive competence for:
- Decisions in respect of the formation, dissolution, transformation of the association, grouping with, merger by acquisition by or separation from other associations;
- Acceptance of and amendments to the Statutes;
- Acceptance of the report on budgetary and financial management;
- Acceptance of the report on the activities of the Board, and at the same time the report on the non-profit nature;
- Election of the officers of the association including the Chairman and the members of the Board. The officers are elected by the General Assembly by open ballot. In other personal questions, with the exception of the election of officers, voting is by secret ballot;
- Withdrawal of officers, acceptance of their resignation;
- Setting the amount of the membership fees;
- Decision making in all matters which are referred to the exclusive competence of the General Assembly by the Statutes;
- Decision on the admission, exclusion of members and the rate of membership fees
Qualified, two-thirds majority is required:
- For declaring the dissolution of the association or merger with another association;
- For accepting and making any amendments to the Statutes;
- For electing the officers of the association,
- For electing and withdrawing the Chairman.
1.5 The meetings of the General Assembly are public. Ordering a closed session is only possible for reasons of damages to personal rights or data protection or other legitimate reasons (e.g. economic interests of the association). Minutes shall be taken at the General Assembly recording the decision taking.
The meetings of the General Assembly, unless an opposing procedural decision provides otherwise, are public. Those members shall not take part in the decision taking of the General Assembly, who, or their close relative [Article 685 b) of the Civil Code], unmarried partner (hereinafter: relations) based on the decision is exempted from the obligation or liability, or receive any other advantages, as well as hold an interest in the operation to be concluded. Non-cash services, within the framework of the targeted benefits of the public benefit organisation, available to all with no special conditions attached, as well as any targeted benefit provided by the social organisation to its members, on the grounds of membership, in compliance with the constituent instrument, shall not be regarded as an advantage.
Minutes shall be taken at the General Assembly recording the decision taking.
1.6 Those concerned shall be informed in writing of the decisions of the General Assembly and the Board within 15 days of taking the decision.
1.7 The decisions of the General Assembly and the Board are published by displaying them on the notice board of the registered office as well as on the website of the association. The annual report and the public benefit report shall also be published in a nationwide professional newspaper.
1.8 The association ensures the possibility for any persons, in addition to authorised third parties, to inspect its public documents, with the exception of sections associated with personal rights and confidentiality obligations specified in other legislation, provided that they indicated their intention to do so and specified the selected documents they intend to inspect in advance in writing in a letter addressed to the Board. Inspection of the files is only possible by a pre-arranged appointment, on a previously indicated topic.
Board of the association:
2.1 The Board is the managing and representative body of the association.
2.2 The Board is made up of the Chairman, two vice chairs and in addition not less than one and not more than four full members. The term of office for the members of the Board is for a definite period of three years.
2.3 In the periods between the general assemblies, the association is managed by the Board. The Board is convened, headed and closed by the Chairman of the association.
2.4 The convening and quorum of the Board
a/ The Board shall be convened as appropriate, but at least twice a year.
b/ The duly convened Board has a quorum, if more than half of its members are present.
c/ The Board is convened by the Chairman of the association by written invitation of the members, delivered at least eight days prior to the meeting. The invitation shall include the venue and date of the Board meeting, the agenda and any written material associated with it. If the Board meeting convened has no quorum, it shall be reconvened for a date within fifteen days of the original date (with no change to the agenda), and it shall have a quorum irrespective of the number of those present, provided that the members have been informed of this in the invitation.
2.5 The decisions of the Board are made by open voting and are based on simple majority of the votes. In the event of a tied vote, the Chairman shall have the casting vote. In the absence of the Chairman, the Chairman is represented by the senior vice chair, in the absence of the senior vice chair he is represented by the second vice chair. In case of the absence of both vice chairs, the meeting will be chaired by the person elected by the members present, from amongst each other by verbal majority vote.
2.6 The meetings of the Board are public. Minutes shall be taken regarding the decisions made by the Board.
Those persons shall not take part in the decision taking of the Board, who, or their close relative [Article 685 b) of the Civil Code], unmarried partner (hereinafter: relations) based on the decision is exempted from the obligation or liability, or receives any other advantages, as well as holds an interest in the operation to be concluded. Non-cash services, within the framework of the targeted benefits of the public benefit organisation, available to all with no special conditions attached, as well as any targeted benefit provided by the social organisation to its members, on the grounds of membership, in compliance with the constituent instrument, shall not be regarded as an advantage.
2.7 The responsibilities and authority of the Board are as follows:
- manages the administration of the association;
- convenes the General Assembly chaired by the Chairman;
- ensures the implementation of the decisions of the General Assembly;
- acts in membership matters, administers member registration;
- ensures keeping of the Book of Resolutions by the Chairman;
- facilitates the inspection of files and documents associated with the operation of the association at a previously agreed appointment and topic;
- arranges for the publication of the operations, ways for accessing the services and reports of the association at six-monthly intervals, carried out by displaying them on the notice board at the registered office as well as on the website of the association.
2.8 A record of the decisions of the General Assembly and the Board will be kept by the Board, including the content, time, impact of the decisions, the ratio of those voting for and against and, in case of an open voting, also the identity of the voters.
2.9 The Board shall make the Statutes public, setting out the operations of the association; the ways for accessing the services provided by the association and its reports, by displaying them on the notice board at the registered office as well as on the website of the association.
3. Chairman:
3.1 The Chairman is an officer elected by the members of the General Assembly by open voting with a simple majority, for a period of three years.
3.2 The power and responsibilities of the Chairman:
- The operational controller of the association
- Represents the association against Hungarian and foreign parties
- Represents the Association before the courts and authorities
- Coordinates the operations of the various bodies of the association
- Chairs the meetings of the Board. In case he is prevented from attending the
- meeting of the Board the Board itself elects a Chair from among its members
- who will then act as chairman of the meeting
- Exercises employers’ legal rights over the Secretary General.
3.3. The Chairman may transfer certain rights of representation to the Secretary General by an authorisation in writing. The authorisation is annexed to the Statutes
Honorary Chairman:
4.1 The General Assembly elects the Honorary Chairman of the association put forward by the Chairman. The Honorary Chairman shall only be a natural person.
4.2 The power and responsibilities of the Honorary Chairman:
- supports the work of the Board
- may take part in the meetings of the General Assembly and the Board in an advisory capacity
- participates in liaising with the Hungarian and foreign partners of the association
- takes part in the events organised by the association, furthermore, through his public activity, whenever possible, promotes the achievement of the objectives of the association.
5. Secretary General:
5.1 The Secretary General is not an elected officer; carrying out his/her responsibilities as an employee of the association. The Chairman of the association exercises employer rights over the Secretary General.
5.2 The responsibility of the Secretary General within the activities of the association is performing the tasks originating from legislation in general, the Statutes, the decisions of the General Assembly and, further, from rights and obligations of labour law and the law of contract, and ensuring the appropriate operation of the association. The Secretary General exercises employer’s rights regarding the employees of the association and is authorised to represent the association alone in cases corresponding to point 3.3 Article IV and point 3. Article V.
5.3 The Secretary General prepares a monthly written report of his activities, to be submitted to the Chairman by the 10th day of each month.
5.4 The Chairman may withdraw the Secretary General, if the Secretary General becomes unfit for carrying out his tasks, presents a behaviour that endangers the aims of the association, or in any other ways is incompatible with the spirit of the association.
5.5 The Secretary General, or a person appointed by him, may take part at the meetings of the Board in an advisory capacity.
5.6 The Secretary General participates in liaising with the Hungarian and foreign partners of the association.
6. Supervisory Board
6.1 The task of the Supervisory Board is the continuous control of the activities and management of the association set out in the Statutes and the supervision of public benefit activities. The Supervisory Board reports to the General Assembly.
6.2 The Supervisory Board is authorised to request reports from the officers and information from the employees of the association and, further, it may look into the books and documents of the public benefit organisation and conduct their investigation.
6.3 The Supervisory Board consists of 3 members elected by the General Assembly for the period of three years by secret ballot. In case the annual report concerning the last business year falling within the 3-year mandate of one or more members of the Supervisory Board is not yet approved by the General Assembly the mandate of this member (or members) will expire, despite the termination of their membership in the Supervisory Board, only after the submitted report has been approved.
6.4 The Chairman of the Supervisory Board will be elected by and from among the members of the Supervisory Board by open ballot. He is to be invited, exercising consultation rights, to all sessions of the elected bodies of the association.
6.5 The Supervisory Board shall meet as required but at least once a year. The members shall be invited in writing, also attaching the agenda of the meeting, by the Chairman of the Supervisory Board at least 8 (eight) days prior to the planned date of the meeting. The elected Supervisory Board will hold its first session and will approve of its own rules of procedure within three months of its election.
6.6 The decisions of the Supervisory Board are taken by simple majority voting. In case of a tied ballot the Chairman of the Supervisory Board shall have the casting vote.
6.7 The Supervisory Board is obliged to inform the General Assembly in writing about its activities and its findings.
6.8 The Supervisory Board is obliged to inform the competent body of the association authorised to act, and initiate the convening of its meeting if it becomes aware of the following:
a) a breach of law or an event seriously damaging the interests of the association happened the prevention or mitigation of consequences of which requires the onvening of the competent body of the association authorised to act.
b) a fact establishing the responsibility of leading officers of the association emerged.
6.9 A meeting of the leading body of the association authorised to act is to be called on the initiative of the body supervising it within 30 days of the initiative taken. In case this deadline is not met the Supervisory Body is also authorised to convene a meeting of the same leading body.
6.10 The below circumstances rule out the possibility of being elected as Chairman, member or auditor of the Supervisory Board:
- The person in question is at the same time Chairman or member of the leading body
- He is in contractual relationship with the public benefit organisation for purposes other than those resulting from his original position in the association, unless legal regulations provide otherwise
- He receives benefits from the target-oriented allowances of the public benefit organisation, except for the non-financial services available for anyone without limitations and for the targeted allowances given by a social organisation to one of its members based upon his membership and on its deed of foundation and, finally,
- This person is a relative of those referred to in any of the above three headings.
V
Legal status and representation of the association
1. The association shall have legal personality, which pursuant to Article 4 (1) of Act II of 1989, becomes such by registration at the Metropolitan Court of Budapest.
2. The association shall be represented, in line with the stipulations laid down in the Statutes, independently by the Chairman and, in cases described in Article IV point 3.3 and Article V point 3, by the Secretary General.
3. The Chairman and the Secretary General have full authority, each independently, over the bank account of the Association. This authority especially refers to rights of account handling matters, cash withdrawal and use of banking card. The Secretary General is required to send a copy of each monthly bank statement to the Chairman within 8 working days of its arrival.
VI
Financial resources and management of the association
1. The incomes of the association are made up in particular of:
a) Membership fees paid by the members;
b) Funds obtained through aid from calls of tender
c) Income originating from, and directly associated with, the continuation of public benefit activity;
d) Income originating from, and directly associated with, other targeted activities;
e) Offers and donations of private and legal personalities (a declaration of acceptance by the Chairman is required for accepting the offers);
f) Grants provided by the state;
g) Income originating from business activities;
2. The management and liability of the association:
a/ the association manages an annual budget;
b/ the association shall be liable for any of its debts by its own assets, the members’ liability for the obligations of the association shall only extend to the payment of their membership fees, they shall have no further personal liability.
3. The association shall not divide the profit achieved through its management, it shall be used for aims set out in this present Statutes.
4. The association shall only carry out business activities in the interest of achieving its public benefit objectives without putting these objectives in danger.
5. The association shall not issue bills of exchange or other debt securities.
6. In the case of the termination of the association, the General Assembly shall decide on the assets, with consideration to point 2 of Chapter VII of the Statutes.
7. For carrying out management and administrative tasks a person may be employed with a labour contract and a contract for other work. Auditing the accounts of the association, in case of such a decision taken by the General Assembly, is carried out by an independent auditor commissioned by the Chairman. This task shall be carried out by an auditor selected through a tendering process.
8. Business books shall be kept on the operation of the association in accordance with the specific legal requirements and they shall be closed at the end of each business year. At the end of the business year the Chairman shall draw up a balance sheet for the General Assembly about the management of the association and prepare a statement of assets based on the results of the operations.
VII
Termination of the activities of the association
1. The association terminates its activities, if:
a) Its dissolution is declared by a two-thirds majority by the General Assembly;
b) It is disbanded by the court;
c) It merges with another association;
d) The termination of the association’s activities is established by court.
2. Any assets remaining following the termination of the association shall be offered, after the claims of all creditors have been met, to other organisations pursuing similar aims.
VIII
Final provisions
1. The association does not rule out the possibility that others, not only its own members, could also use and benefit from its non-profit services.
2. In matters not covered by this Statute, the provisions of Act II of 1989 on the Right of Association and Act CLVI of 1997 on Public Benefit Organisations, as well as the Civil Code of Hungary and other provisions of Hungarian law are appropriately applicable.
The founding members of the association accepted this present Statute at the General Assembly and expressed their consent to be bound by its rules.
Budapest, 5th September, 2012
AEBR Balkans and CESCI Balkans cordially invite everyone to participate in a joint conference on the occasion of 5 years of a very successful co-operation of the two organisations. The event will take place online on the 16th of December 2020, from 10:00-12:300h. See the program here and use this link to register: https://forms.gle/dt3R6woT5VvG1qYU8. In case of any questions write to info@aebr.eu.
//2020.11.13.
What are the benefits of cross-border cooperation? How and why do we use this tool? How do these cooperation projects contribute to the construction and reconciliation of the European Area?
These and similar questions will be answered at the webinar "The benefits of cross-border cooperation for European construction - 100 years after Trianon", co-organized by CESCI, on 28 October 2020 from 17:00.
More information and free registration here. The event will be held in Hungarian and French.
The b-solutions initiative opens the 3rd call for proposals. In doing so, applicants that are facing administrative and legal obstacles in cross-border cooperation have the chance to request support. Applicants can submit their application until 21st of September 2020. Please find all the relevant information for this call for proposals at https://www.b-solutionsproject.com/call-for-proposals