Statutes of the Hungarian Petroleum Association

§ 1.

1. Legal status

1. The Hungarian Petroleum Association (further on Association) is an independent trade organization of interest representation.
Name of the Association in Hungarian: Magyar Ásványolaj Szövetség
in English : Hungarian Petroleum Association
in German: Ungarischer Mineralöl Fachverband
in French: Association Hongroise du Pétrole
in Russian: Vengerszkij Nyeftyjanoj Szojuz
2. The Association is a legal person.
3. Seat of the Association : 1027 Budapest, Csalogány u.23.
4. Seal of the Association : Hungarian Petroleum Association, Budapest

§ 2.

1. The target of the Association

1.1. To protect and promote the general interests and social reputation of oil industry and trade.
To achieve this aim the Association:
a) protects and defends the ethical order of connections among enterpreneurs;
b) by operating various sections promotes the more effective professional work;
c) can perform the duties of conciliation of interests in disputes in connection with wages and labour of the branch;
d) participates in the organization of the up to date training system of the various branches of oil industry and trade;
1.2. To conciliate and represent the professional and economic interests of the oil industry and trade.
1.3. To promote undertaking and trading based on the free competition.
1.4. To organize and initiate all kinds of development of domestic and foreign relations.

*The Statutes are prepared in Hungarian and English language; in the case of any difference between the two versions the Hungarian one is authoritative. 

2. Task of the Association

2.1. Taking into consideration its members' opinion the Association takes stand on professional, principal questions and in questions in connection with the representation of interests, maintains relations with the competent committees of the Parliament, with the ministries, various authorities, organizations and the trade union.
2.2. Provides services to its members and outsiders by giving professional information and consulting.
2.3. The Association assists to deepen the members' relations on foreign markets by
- rendering an assistance to the members to develop their relations by sending and receiving professional delegations,
- maintaining relations with foreign associations and representing its members in international associations.

3. Representation and conciliation of interests by the Association

3.1. By summarizing the members' opinion the Association takes up a position on relevant economic and legal matters, fixing in written form at the same time the possible different opinions, too.
3.2. The Association follows the practical realization of legal rules relating to the special undertakings and initiates at the competent organizations the revision and modification of regulations, measures impeding the enforcement of the professional interests.
3.3. Th Association deals with enterpreneur's behavior differing from the generally approved market rules, therefore the Association establishes and operates a professional ethical committee.
3.4. The Association keeps its members informed about the long- and short-term general aims of economical developments, economic political plans and the main changes on foreign markets.

§ 3.

1. Membership of the Association

1.1. The Association is open to any specialized enterprise of the petroleum industry which is registered as such at the Court of Registration and which has made a declaration to this effect also to the Revenue Office. The member of the Association have to accept the Statutes of the Association as binding upon himself, to undertake payment of the subscription, and complying with the conditions concerning the admission as per section 1.2. to pursue continuous professional activities in Hungary at least in one of the areas listed below:
a) Exploration and production of crude oil,
b) Transport of crude oil and/or products by pipeline,
c) Processing of crude oil in Hungarian refineries,
d) Import of crude oil and/or products as well as the export of products coming from Hungarian refineries,
e) Inland wholesale trade of crude oil and oil products,
f) Operating of filling station.
1.2. In case of point 1.1.d) firms which are importing and exporting crude oil and/or products only occasionally and not as their regular business will not qualify for membership. In case of point 1.1.f) firms engaged only in running a flling station business must operate at least ten stations in Hungary when applying for membership or must possess one station as a minimum and have to enclose to the application a schedule showing the period within which they undertake to put the required number of filling stations into operation.
1.3. The Presidium shall decide on the application for admission. The Presidium may refuse the applications for admission without offering an explanation. In case the Presidium refuses the application, then the applicant may lodge an appeal to the general meeting. If it is questionable, what kind of activity the member is displaying, then the Presidium has the right of decision.
1.4. The member joins the Association voluntarily by addressing a written statement to the Presidium.
1.5. The membership starts by the acceptance of the statement by the Presidium.
1.6. The inside organization of the Association is open. The members may form sections, working committees and ad hoc committees inside the Association.
1.7. The members shall pay a yearly subscription to the banking account of the Hungarian Petroleum Association. The principle of fixing the subscription and its extent shall be determined by the general meeting on the basis of the Presidium's proposal.
1.8. The Association will not perform a profit-oriented activity.
1.9. The membership will be ceased, if
a) the member informs the Presidium about his resignation in writing at any time and the subscription is already paid for the relevant year; 

b) the preconditions concerning the membership are not met. However, the Presidium may propose to the general meeting to maintain the membership;

c) the member does not comply with his obligations fixed in the Statutes (behaves in a way contradictory to the Statutes or in a defamatory way resp. in consequence of public proceedings the Presidium excludes him). After the approval of the general meeting no appeal has against the exclusion.

2. Rights of the members of the Association

The members of the Association has the right either personally or through his authorized representative
2.1. to attend the general meeting;
2.2. when elected to undertake function in the bodies of the Association;
2.3. to make a proposal for the convocation of the general meeting and the meeting of the Presidium resp. for the agenda;
2.4. to set proposals and initiations before the general meeting and the Presidium;
2.5. to take part in the discussion of proposals presented before the general meetings and in decision making by right of voting;
2.6. to initiate justified recall of the functionaries;
2.7. to make use of the services and interest protection of the Association
2.8. to indicate its membership in the Association on his own letter-
paper.

3. Obligations of the member of the Association

The member is obliged
3.1. to promote the aim of the Association and to take part in its work;
3.2. to keep the Statutes of the Association and the adopted decisions;
3.3. to put at the disposal of the Association non-confidential pieces information needed for its work;
3.4. to observe the ethical norms determined by the Association and bearing in mind the interests of the members to strengthen the cooperation;
3.5. to pay the annual subscription. 

§ 4.

Organization of the Association

The bodies and the functionaries of the Association are the following:
- General meeting
- Presidium
- President
- Secretary-general
- Auditor

1.General meeting

The main body of the Association is the General meeting, which consists of all members of the Association. The general meeting shall be convoked at least once a year or when it is required or when a fifth of the members asks for the convocation.
The members have to receive the invitation for the general meeting and the agenda in writing, within min. 14 days before the general meeting.
The General meeting may make an effective decision on questions only, which are fixed in the agenda.
1.1. The scope of activity of the General meeting covers the following;
a) determination and modification of the Statutes;
b) approval of the Association's union/disunion with/from other organizations,
c) approval of the organizational and operational statutes of the Association,
d) approval of the budget of the Association,
e) discussion and acceptance of the annual report of the Association,
f) election of the Presidium and the President for a three-year-period by secret ballot in a way so that between the election of the President and the Presidium there should be a one year time lag for the sake of continuous proceeding. 
g) determination of the basis, extent of the subscription fee and date of its payment,
h) questions, referred to the competency of the General meeting by the Presidium or by the two thirds part of the members,
i) decision on the termination of the Association or on the utilization of its property.

1.2. The General meeting forms a quorum if at least half of the members are present.

The General meeting shall make its decisions - by open vote - by a simple majority. In case of a tie vote no decision resp. resolution is passed.
In case the General meeting does not form a quorum, a General meeting convoked within 60 days with the same agenda shall be capable of making a decision independently of the number of the members present.
1.3. A two-thirds majority of the General Meeting is required to pass resolutions indicated in points 1.1./a/g/i of § 4.
1.4.The Presidium shall convoke the General meeting and the Extraordinary General meeting and they will be conducted by the President or on behalf of the President by the Vice-president.
1.5. For the convocation of the Extraordinary General meeting a proposal of min. 1/5 of the members is required and the General Meeting must be held within 30 days upon receipt of the proposal.
1.6. Each member has one vote in the General meeting. The right of vote is exercised by the authorized representative of the firm.

2. Presidium of the Association

2.1. The Presidium of the Association consists of 5 members.
2.2. The members of the Presidium of the Association are the following:
a) the President elected by the General meeting, and
b) the four members of the Presidium elected by the General meeting. The members of the Presidium elect the two Vice-Presidents among themselves.
c) the Presidents of the Sections (if any) shall participate on the meetings of the Presidium as permanent guests.
2.3. The tasks of the Presidium of the Association are the following:
a) to supervise the activity of the Association in the period between two General meetings,
b) to draw up the annual budget of the Association and to set it before the General meeting,
c) to exercise the employer's right over the Secretary-general.

2.4. The Presidium is elected for a 3-year period. In case the person nominated by his firm is not able to perform his task, then the delegate's firm shall depute a new member to his place in the Presidium.
2.5. The Presidium may invite to its meetings, for the discussion of certain items of the agenda also the representatives of the members,the specialists of the competent supreme authorities, or other organizations with a right of consultation.
2.6. The Presidium of the Association holds a meeting when it is required but at least once in each quarter.
2.7. Each member of the Presidium has one right of vote. The Presidium shall form a quorum if at least three of its five members, having right of vote are present.
2.8. The decisions of the Presidium are brought by vote of the majority. In the case of equality of votes the vote of the President is authoritative.

3. The President of the Association

3.1. The President is elected by the General meeting from amidst the members of the Association for 3 years. The General meeting has the right to recall the President at any time.
3.2. It is the President's task to supervise the work of the Presidium.
3.3. The President's authority is fixed in the Organizational and Operational Statutes of the Association.

4. The Secretary-general of the Association

4.1. Any person, who is independent of the management of all companies belonging to the Association may be nominated to Secretary-general of the Association, by competition.
4.2. The Secretary-general shall be appointed by the Presidium for a period of 3 years. This period can be extended. The employer's rights shall be exercised by the Presidium.
4.3. The Secretary-general shall perform his tasks on the basis of the decisions of the General meeting/Presidium and under the President's direction. The Secretary-general's task shall be fixed in details in the Organizational and Operational Statutes of the Association.

5. The Auditor

The General meeting elects an Auditor for 3 years on the basis of the proposal of the Presidium to supervise the financial affairs of the Association.

§ 5.

Administration of the Association

For the fulfillment of its tasks the Association has its own administrative organization (Office, Secretariat), under the direct supervision of the Secretary-general.
The Organizational and Operational Statutes of the Office shall be approved by the Presidium.

§ 6.

Representation of the Association

The Association can be represented by the President independently or by the two Vice-Presidents jointly. Also the Secretary General may represent the Association in possession of the authorization of the Presidium or the General meeting. If the Association gets interest in a company, the Association will be represented in the general meeting of the company by a person entitled by the Presidium of the Association.

Beyond the above the representation of the Association in any forum may be performed on the basis of an occasional mandate given by the Presidium.

The Association maintains direct connections with the competent ministries, supreme authorities, organs with a competency for the whole country and other organizations through its Presidium in its own name.

§ 7.

Management of the Association

7.1. The Association shall cover its expenses from the subscriptions and other incomes in accordance with the regulations concerning the social organizations. 
7.2 The members of the Association shall pay an entrance fee fixed by the General meeting beside the annual subscription fee determined in the Statutes. (The entrance fees make possible the undisturbed start of the operation of the Association and the set up of the Office (Secretariat).
7.3, The Presidium shall decide on the expenses incurring over and above the continuously arising costs of the Office (Secretariat).
7.4. The Association, itself, shall be responsible for the obligations with its property; the members' responsibility is excluded.
7.5. The General meeting declaring the termination of the Association shall decide on the distribution of the Association's property.

§ 8.

Closing provisions

The Code of Ethics of the Association forms an integral part of the Statutes. The Statute of the Association was approved by the General meeting on 13th December, 1991 and modified on 6th March, 2008. All questions not provided by the present Statutes shall be governed by the provisions of the Civil Code and of the Law II/1989.