Section 1.      Name and Seat of the Association

1.1 The name of the association: Hungarian Business Leaders Forum 
      (hereinafter referred to as “HBLF”).

1.2 The permanent address of HBLF: 1139 Budapest, Váci út 99.

1.3 HBLF is a non-profit organisation that conducts activities detailed below.

Section 2.      Statement of Purpose and Terms of Reference

HBLF is an association and representative body of local business executives, local representatives of international joint ventures and other influential business people in Hungary and is committed to promote responsible business practices that benefit business and society, and which help to achieve social, economic and environmentally sustainable development in Hungary.

HBLF:
• Encourages continuous improvement in responsible business practices in all aspects of company operations;
• Develops partnerships to take effective action on social, economic and environmental issues; and
• Helps to create an ‘enabling environment’ to provide the conditions for these practices and partnerships to flourish.

HBLF maintains close links with The Prince of Wales International Business Leaders Forum (IBLF), for which the contact person is the Executive Director. Its purpose is a continuous information flow about projects, business ideas and best practices.  

2.1. The primary objectives of HBLF are the promotion of the development of a modern, developed economic environment and business life, and a well-being society, by means of education, consulting, capacity building, training, benchmarking and publicity.

2.2  HBLF may engage in business only to realise the objectives stated above, and without prejudice to the attainment of said objectives. Any business profits derived by HBLF will not be distributed, but will be allocated to the projects described in the foregoing.

2.3     HBLF will not engage in direct political activity; as an independent organisation, it will not fund political parties. HBLF will not nominate or support candidates in  parliamentary and local elections.

Section 3.      Eligibility, membership

3.1 All companies and organizations constituted as legal entities registered in or having an official representative in Hungary and private entities are eligible for membership of HBLF.
Legal entities shall be represented by their chief executive.  Membership in HBLF is open to all eligible person and entity.

3.2 Membership of HBLF is part of a practical demonstration of a company's commitment to improvement in pursuing responsible business practices, and a way of accessing HBLF's unique practice based knowledge, innovative and strategic leadership programmes, and resources to help build capacity for implementation. Membership of HBLF does not imply endorsement of products, services, practices or statements of the company and its employees or agents, and HBLF does not act on behalf of its members.

3.3 Members with voting rights are the Principal Supporters, Council Members and Corporate Members.  Membership with full voting rights shall be accorded to all members who pay the full amount of the membership fee determined by the General Meeting. Principal Supporter-, Council- and Corporate Members are entitled to participate in the General Meeting and to hold an office in HBLF.

3.4 Non-voting membership that is Associate Membership shall be accorded to members who pay a reduced membership fee determined by the General Meeting. Such members are entitled to attend the General Meeting without the right to vote.

3.5 The Executive Committee may also admit Honorary Members to HBLF which shall have the same rights as Associate Members.

3.6 A candidate for Membership of the HBLF, either a legal or a private entity, shall submit an application for admission and accept to comply with the Charter of HBLF. The Executive Committee shall evaluate the application at its next meeting where a simple majority decision is required for admission. Membership shall be constituted by the resolution on admission and the payment of the membership fee.

Section 4.      Termination of Membership

4.1 Membership shall terminate by expulsion. Any member may be expelled if such Member becomes unworthy of membership in HBLF or if it failed to pay the membership fees and continues to do so after receipt of a notice to this effect. Expulsion shall be proposed by the Executive Committee and voted on by the General Meeting by a simple majority vote. The validity of this decision shall not be affected by the absence of the member to be excluded, or his proxy, provided however, that the expelled member  was notified of the proposed expulsion in writing not less than 8 days prior to the General meeting with the expulsion on its agenda.

4.2 Any Member may resign from HBLF by written notice sent to the Executive Director.

4.3 Membership shall automatically terminate in the event of bankruptcy, liquidation or the appointment of a liquidator for the member under the laws of Hungary.

Section 5.      Rights and Obligations of the Members

Members are entitled to:

• indicate their membership of HBLF in their business papers;
• obtain information on the operation and activities of HBLF;
• inspect the reports on the HBLF's meetings at convenient times.

Members are obliged to:

• actively participate in HBLF’s work;
• attend HBLF's meetings;
• pay the annual membership fee.

Section 6.  Organization of HBLF

6.1     The General Meeting

The General Meeting is HBLF's supreme body, and will meet one or more times each year. The General Meeting may also be called under the applicable rules by the President, the Chairman or the Executive Director.  The General Meeting must be called if ten members with voting rights submit a written request to that effect.

6.1.1. The scope of authority of the General Meeting includes:

• setting the annual budget;
• electing the President, the Chairman, the Vice Chairmen;
• approving the reports of the Executive Committee and Target Groups, the annual financial statements and the internal policy drawn up by the  Executive Committee;
• setting the annual membership fee; and
• resolving on motions for expulsion.

Approval of the annual financial statements require the vote of half of the members with voting rights plus one vote.

6.1.2. The General Meeting shall have a quorum in the presence of 50% of its members with voting rights plus one vote. Members may vote in person or by proxy.

6.1.3. If a duly convened General Meeting does not have a quorum, such  General Meeting shall be reconvened in 15 days with the original agenda. The reconvened General Meeting shall have a quorum irrespective of the number of members in attendance.

6.1.4 The General Meeting has sole powers to approve or amend the Charter, and to announce the termination of the HBLF or its amalgamation with another organisation.

6.1.5. The decisions of the General Meeting shall be made in open voting by a simple majority vote. In matters referred to the exclusive responsibility of the General Meeting a qualified majority of two-thirds of the attending Members shall be required.

6.1.6.  A General Meeting is deemed to be duly convened if the notice of invitation including the proposed agenda items and indicating the place and date of the General Meeting was sent to the Members not less than fourteen (14) days prior to the scheduled date of the General Meeting.

6.1.7. Each member with voting rights shall have one vote. Members may not vote unless their yearly membership fees were fully paid.

6.2 The Executive Committee

The Executive Committee shall control the activities of HBLF in the interval  between two General Meetings and substitute the General Meeting in matters not reserved for the exclusive responsibility of the General Meeting  ( except in decisions about the exclusion of Members). The members of the Executive Committee shall be the President, the Chairman, the Vice Chairmen, the Executive Director and the Heads of Target Groups.  The Executive Committee may be convened by the President, Chairman and the Executive Director, but any member may initiate  a session. The Executive Committee shall meet at least four times a year. The meeting of the Executive Committee shall have a quorum in the presence of more than half of its Members. The decisions of the Executive Committee shall be made open bia simple majority vote. Otherwise, the Executive Committee shall be free to define its status.

6.2.1. The Executive Committee shall be authorized to employ the administrative staff and to define the remuneration and salary of each employee of the HBLF.

6.2.2. The Executive Committee may assign its responsibilities to the Executive Director.

6.2.3. The Executive Committee shall report to the General Meeting on its activities.

6.3 Target Groups

Target Groups shall be set up from the Members of the HBLF on a voluntary basis. Target Groups shall define the rules of their activities and elect their respective Heads. Target Groups shall regularly report to the Executive Committee on their activities.

6.4 The President, Chairman and Vice Chairman

6.4.1 The President
The President shall be the Chairman of the General Meeting and in general direct the operation of HBLF.

6.4.2 The Chairman
The Chairman shall chair the meetings of HBLF and coordinate the agenda of the meetings.

 6.4.3  The Vice Chairman
The Vice Chairman shall assist the Chairman in his work.

The mandates of the President, Chairman and Vice Chairman will cease if they tender their resignation to HBLF in writing or fail as elected officers to attend three consecutive sessions of HBLF without sending their excuses, or if the member they represent ceases to be a member of HBLF.

6.4.4 The Executive Director

The Executive Director shall be the head of HBLF`s office. The Executive Director shall be responsible to manage the work program and perform the administrative functions of HBLF and to liase with The Prince of Wales International Business Leaders Forum.
The Executive Director shall be nominated and recommended by the Executive Committee.  If such recommendation is accepted, the Executive Director shall be assigned and employed by the Executive Committee.

Section 7.   The Financial Structure of HBLF

7.1  Annual membership fee
Members are required to pay the annual membership fee not later than 30th of April in each year. The liability of the members is limited to the payment of the selected membership fee.

Section 8.      Miscellaneous Provisions

8.1 Reports
Minutes are prepared in the meetings of the Executive Committee and the General Meeting.

8.2 Representation
HBLF may be represented to third parties by the President, the Chairman, the Vice Chairman and the Executive Director.

8.3 Termination
Termination of HBLF shall be governed by the provisions of Act II of 1989 on Associations.
In case HBLF is terminated its assets remaining after the collection of receivables and the payment of outstanding expenses shall be donated to a charity in the manner determined by the Members.

8.4  Language
HBLF shall use both Hungarian and English as its official language. In case of disputes, however, the document written in Hungarian shall prevail.