Bodies of Association

The Romanian-Hungarian Business Circle Association consists of the following bodies:

General Assembly

 

The General Assembly is the decision-making body of the Association, consisting of all members of the Association with voting rights. The members may exercise their decision right via the General Assembly and they make their decisions during the General Assembly. The General Assembly shall be convened as necessary, but at least once a year by sending an invitation. The General Assembly is convened by the Presidency, may also be convened by the courts or by a signed request of at least one-third of the members by indicating the reason and the purpose. The place of the General Assembly is determined on an ad-hoc basis by the Presidency.

 

The invitation shall contain:

    • the Association’s name and registered address
    • the date and place of the General Assembly
    • the agenda of the General Assembly. The agenda shall be indicated in the invitation in sufficient detail to enable the persons entitled to vote to formulate an opinion on the subjects to be discussed.
    • the place and time of the reconvened general meeting in the event of failure to meet quorum requirements, and a warning to different quorum regulations. 

Invitations to the General Assembly shall be sent out together with the proposed agenda to the members in writing, via postal mail or e-mail, at least 15 business days prior to the date of the General Assembly.

The General Assembly shall resolve on duly notified points that are included in the agenda, except if least three-quarter of the entitled persons are represented and they unanimously agree to discuss a matter that is not included in the agenda.

 

Within the time limit of 10 days calculated from the delivery of the invitation to the General meeting and the agenda, members and the bodies of the association may request additions to the agenda from the Presidency, with the reasons indicated.

 

The decision for additions to the agenda lies with the Presidency. If the Presidency has decided to make additions to the agenda, or refused the request therefor, the General meeting shall decide before adopting a resolution on the agenda whether or not to make any additions to the agenda. 

The person acting as recorder and the one member for authentication shall be elected by the General Assembly. The Chairman of the General Assembly shall be elected by the General Assembly, and it shall be the President of the Association, in his absence any Vice-President of the Association or other person. The chairman will ensure the promulgation of the decisions. The meetings of the General Assembly shall be recorded. The minutes shall be signed by the Chairman of the General Assembly, by the person acting as recorder and by one member for authentication. 

Fifty percent of the members entitled to vote being present or represented according to Section IV.A shall constitute a quorum at the General Assembly.

 

The decisions of the General Assembly are voted by a majority and open vote by raising hands of those present or represented and entitled to vote.

 

 

The vote of at least two-third of the present and represented members is required for the adoption of the following decisions:

    • amendment of the Deed of Foundation;
    • splitting or merging with another association(s);
    • dissolution of the Association;
    • expulsion of members;
    • any other matters as decided by the General Assembly.

 

 

In the process of adopting a resolution, the following persons may not vote:

    • any person for whom the resolution contains an exemption from any obligation or responsibility, or for whom any advantage is to be provided by the Association;
    • any person with whom an agreement is to be concluded according to the resolution;
    • any person against whom legal proceedings are to be initiated according to the resolution;
    • any person whose family member has a vested interest in the decision, who is not a member or founder of the Association;
    • any person who maintains any relation on the basis of majority control with an organization that has a vested interest in the decision;
    • any person who himself has a vested interest in the decision; or
    • any person who did not pay the membership fee.

 

Any member or founder who is not eligible to vote in a given subject shall not be included for the purposes of quorum relating to the decision in question.

If the required quorum is not met, the meeting of the General Assembly shall be postponed by the Chairman of the General assembly to a date included in the invitation of the first meeting. The repeated General Assembly will have the quorum regardless of the number of attendees with regard to the original agenda.

 

The Presidency shall call the extraordinary General Assembly, according to the rules of the ordinary General Assembly, in order to provide for the necessary measures if: 

    • the Association’s assets are insufficient to cover its outstanding debts;
    • it is presumed that the Association will not be able to meet its liabilities when due; or
    • achieving the Association’s goals no longer appears feasible. 

If the extraordinary General Assembly is convened, the members are required to take measures for eliminating the cause on account of which the meeting was called, or shall decide on the dissolution of the Association. 

 

The General Assembly shall exclusively decide on the following: 

    • adoption and amendment of the Deed of Foundation;
    • adoption of the annual budget and the financial reports;
    • approval of the annual report of the Presidency;
    • splitting or joining other associations, membership in other associations;
    • dissolution of the Association;
    • election, recall of members of the Presidency;
    • election of members of Supervisory Board;
    • expulsion of members;
    • approval of the conclusion of a contract between the Association and its member, Presidency member, and their relatives;
    • damages claim against the current and former members of the Association, Presidency members, and other bodies of the Association;
    • appointment of the liquidator. 

The resolutions adopted by the General Assembly are announced by the Chairman of the General Assembly. The Secretariat will send the minutes including the resolutions adopted during the General Assembly to the members by electronic means in 14 days starting from the day of the General Assembly.

 

 

Presidency

 

The Presidency is the executive and representative body of the Association.It shall consist of five physical persons elected for three years. Only the members and legal representatives of the members may be elected to the Presidency. The member of the Presidency may serve a maximum of two terms. The member of the Presidency must be of legal age and must have full legal capacity in the scope required for discharging his functions. The member of the Presidency shall perform the management functions in person. Any person who has been sentenced to imprisonment by final verdict for the commission of a crime may not be member of the Presidency until exonerated from the detrimental consequences of having a criminal record.

A person may not be member of the Presidency if he has been prohibited from practicing that profession. Any person who has been prohibited by final court order from practicing a profession may not serve as a member of the Presidency of the Association that is engaged in the activity indicated in the verdict. Any person who has been prohibited from holding an executive office may not serve as a member of the Presidency within the time limit specified in the probation order.

Candidates shall submit their application one week before the election to the President of the General Assembly. The members of the Presidency shall be elected by the majority of the votes. If the last member of the Presidency is not elected during the first round vote due to the fact that two candidates have scored an equal number of votes, repeated voting shall be organized including only those candidates.

If the membership of a Presidency member terminates for any reason during the current term, the vacancy shall be filled through a new election. The term of any individuals who is elected to the Presidency during the term on an extraordinary meeting above shall last until the third ordinary meeting of the General Assembly. The Presidency membership of the member or its representative shall terminate if its Association membership terminates.

 

The Presidency members shall not receive consideration for their work.

 

The Presidency shall meet in plenary sessions. The Presidency shall meet as required, but at least once in every three months. The Presidency shall be convened by the President, in his hindrance by any Vice-president.

 

Invitations to the Presidency meeting shall be sent out together with the proposed agenda to the members in writing via e-mail at least 15 business days prior to the date of the Presidency meeting.

 

The Presidency shall resolve on duly notified points that are included in the agenda, except if at least three-quarter of the entitled persons are present and they unanimously agree to discuss a matter that is not included in the agenda.

 

Within the time limit of 10 days calculated from the delivery of the invitation to the Presidency meeting and the proposed agenda, members and the bodies of the association may request additions to the agenda from the Presidency, with the reasons indicated. The Presidency resolves on the amendment of the Agenda separately before resolving on the approval of the Agenda.

 

The meetings of the Presidency are recorded; the minutes are signed by the President, the person acting as recorder and one member for authentication.

 

Quorum is reached when three members are present at the Presidency meeting. The Presidency shall take its decision by the simple majority of the members present. The Presidency shall resolve on all matters that do not fall under the competence of the General Assembly.

 

 

The duties of the Presidency are the following:

      • management of the Association’s activity;
      • exercising the rights of the General Assembly between its two meetings with the exception of tasks falling into the exclusive competence of the General Assembly;
      • supervision of the enforcement of the resolutions adopted by the General Assembly;
      • supervision of the Secretariat, the Executive Director and the Treasurer;
      • management and supervision of the financial matters of the Association via the Treasurer;
      • deciding on the membership requests
      • approval of the annual working plan;
      • determination of the amount of the annual membership fee;
      • preparation of the budget and the financial statements and their submission to the General Assembly;
      • registration of the membership;
      • preparing the elections, convening and preparing of the meetings of the General Assembly.

 

The Presidency may grant certificates and diplomas to the members of the Association awarding efforts in respect of the Association and of the promotion of the Romanian-Hungarian relations.

 

 

 

The President and the Vice-Presidents

 

Members of the Presidency:

Mr. János Takács
President of ROCHAM
janos.takacs@rocham.hu

 

Mr. Péter Kraft
Vice-President
peter.kraft@rocham.hu 

 

Ms. Krisztina Horváth
Treasurer, Vice-President
krisztina.horvath@rocham.hu 

 

Mr. Ferenc Csergő
Presidency Member
ferenc.csergo@rocham.hu 

 

Mr. László Erdélyi
Presidency Member
laszlo.erdelyi@rocham.hu 

 

Amongst the elected members of the Presidency, the General Assembly elects the President who is the chief executive officer and legal representative of the Association.

 

The duties of the President are the following:

    • convene the meetings of the Presidency, determination of the agenda;
    • presiding and leading the General Assembly (in this respect: “Chairman of the General Assembly”), proclaiming the resolutions of the General Assembly and the Presidency;
    • exercising employer’s right in cases when it is not conferred on other person;
    • representation of the Association before third parties, furthermore in proceedings commenced by the court or any other authorities;
    • sign on behalf of the Association by affixing its signature individually below the handwritten, typewritten, pre-printed or printed name of the Association;
    • performing any other tasks conferred by the General Assembly or the Presidency.

 

The Presidency shall elect two Vice-Presidents from its members. In case the President is prevented from attending, the Vice-Presidents shall exercise the powers of the President as his deputies.

 

 

Secretary General and Secretariat

 

Members of the Secretariat:

Ms. Andrea Molnár
Secretary General
secretariat@rocham.hu 

 

The Secretariat is the operational body of the Association and managed by the Secretary General.

 

The two members of the Secretariat and the Secretary General shall be appointed and recalled by the Presidency on the basis of the President’s proposal.

 

The duties of the Secretary General are the following:

    • keeping the register of members;
    • keeping other registers of the Association prescribed by law
    • taking care of the storage and the archiving of the Association’s documents;

 

The duties of the Secretary General are the following:

    • proposing to employ employees in accordance with the Hungarian law if necessary for the fulfillment of the Secretariat’s duties;
    •  the day-to-day management of the Secretariat in accordance with the guidance of the Presidency and the decisions of the General Assembly;
    •  exercising the employer’s rights in respect of the employees of the Secretariat under an assignment.

 

 

Treasurer

 

Mrs. Krisztina Horváth
Treasurer
krisztina.horvath@rocham.hu

 

The Treasurer is in charge of the supervision of the Association’s financial matters. The Treasurer is elected by the Presidency from its members.

 

The duties of the Treasurer are the following:

    • handling the bills and petty expenses of the Association;
    • he may consult the contracts and books of the Association, may turn to members and the organs of the Association for further information in this respect;
    • taking care of the due payment of membership fees;
    • taking care of the preparation of the annual financial statements according to the act on accounting and – at least two weeks before the elapse of the deadline –  to the submission thereof to the Presidency;
    • responsible for the accounting and the storage of books;
    • preparing the budget in every six months and making a report on it to the Presidency;
    • keeping contacts with supporting/donating organizations;
    • responsible for any other tax and financial duty which is not referred to the competence of any other organ according to the law or to the present Deed of foundation.

 

 

Supervisory Board

 

Members of the Supervisory Board:

 

Mr. Gáspár Tiszai
Head of Supervisory Board
gaspar.tiszai@rocham.hu

 

Mr. Botond Barabás
Supervisory Board Member
botond.barabas@rocham.hu

 

dr. Ádám Illés
Supervisory Board Member
adam.illes@rocham.hu

 

The General Meeting shall elect a Supervisory Board of 3 members for 2 years. Members of the Supervisory Board do not receive remuneration for their duty, and they shall perform their duties in person. The Supervisory Board, according to its own rules of procedure, shall hold a Supervisory Board meeting at least every six months, which shall have a quorum if all members of the Supervisory Board are present. The Supervisory Board’s decisions are made by a majority of the members present. The purpose of the Supervisory Board is to supervise the Presidency and the President in order to secure the interests of the Association, its duties and rights are especially the following:

 

– To examine the submissions made to the members or to the General Assembly and to present their views on such matters at the General Meeting.

– May look into the Association’s records, accounting records, books and may request information from the members of the Presidency and the employees of the Association, or may examine by itself or by an expert the Association’s payment account, checkout fund, securities and commodities and contracts.

– The members of the Supervisory Board are independent of the President and the Presidency and may not be instructed in their activities.

 

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