The undersigned Contracting Parties on November 27, 1997 established a
under the terms and conditions of the present Articles of Association, far the purpose of promoting the profitability of their own business activities, co-ordinating their activities in the field of exhibition statistics, introducing a high-level and comprehensive Regulation of Exhibition Statistics, securing its international acceptance, interpretation, authentication and further development, and fulfilling the duties of related infarmation providing and safeguarding of professional interests, having registered in the Company Registration under company number 01-07-090212.
The Articles of Association has been compiled by the legal representative in a merged text with the resolutions taken at the March 27, 2015 General Assembly, based on the Civil Code as below:
I./ 1. Corporate Name of the Union:
"CENTREX" Nemzetközi Kiállításstatisztikai Egyesülés
Key-word used far abbreviating the name: "CENTREX" Union
Name of the Union in English: "CENTREX" lnternational Exhibition Statistics Union
I./ 2. Head Office of the Union:
1101 Budapest, Albertirsai út 10.
I./ 3. Members of the Union:
- HUNGEXPO Vásár és Reklám Részvénytársaság
H-1101 Budapest, Albertirsai út 10.
Company registration No.: CG. 01-10-041503
VAT number: 10478701-2-42
- Veletrhy Brno akciová spolocnost
CZ-647 00 Brno, Vystaviste 1, Czech Republic
Company registration No.: 25582518
VAT no: CZ 255 825 18
- MTP Miedzynarodowe Tarqi Poznanskie sp. Zo.o
PL-60734 Poznan, ui. Glogowska 14, Poland
Company registration No.: RHB 5449
VAT no: PL 777 0000 438
- V-Trade Kiállítások Kft.
H-4032 Debrecen, Füredi út 76. 1. em.
Company Registration No.: 09-09-006560
VAT no: 11818650-2-09
- Tarqi Kielce Sp. Z o.o.
PL-25672 Kielce, Zakladowa 1. Poland
Company Registration No.: RHB 1676
VAT no: PL 657 030 9803
- Euroindex Ltd.
UA-01032 Kyiv, pr. Peremohi 56., Ukraine
Company Registration No.: 19029957
VAT no: 19029952 6123
- JSC Kyiv lnternational Contract Fair
UA-04070 Kyiv, Spasskaya str. 39., Ukraine
Company registration no: 21645267
VAT no: 216452626653
- Camera de Comert, lndustrie si Agricultura a Judetului Arad
- Expo Arad lnternational
RO - 310017 Arad, Closca str. 5., Romania
Registration no: 2492/030699
VAT no: RO 414 3208
- ROMEXPO s.a.
RO - 71331 Bucharest, Marasti Blvd. 65-67., Romania
Registration no: J40/14818/02.12.1991
VAT no: 155 54 25
- DLG-lntermarketing & Consulting SRL
RO - 040033 Bucharest, sector 4, B-dul Constantin Brancoveanu
Nr. 6, BI. B1, Se. 2, Et. 3, Ap. 42, Romania
Company registration no: J40/13609/19.12 .2002
VAT no: 151 055 44
- Gal-EXPO JSC.
UA-79008 Lviv, Vynnychenko st. 30, , Ukraine
Company registration no: 13827994 / 1994. 12. 08.
VAT no: 1382799913048
- lnternational Fair Plovdiv AD
37. Tzar Boris 111 - Obedinitel Blvd. 4003 Plovdiv, Bulgaria
Company registration no.: 825278766
VAT no: BG 825 278 766
I./ 4. Scope of Activities of the Union:
Duties of the Union:
within the sphere of safeguarding the professional interests:
- maintenance, operation and further development of joint exhibition statistics
- regulation and promoting of its international acceptance
in the interest of promoting the business activities of the members:
- utilisation and transferring to other organisations of the experience and practice of exhibition statistics
According to TEAOR 08 (Standard Sectoral Classification System of Economic Activities)
94. 11 - Safeguarding of interest of entrepreneurs, employers (main activity)
94. 12 - Safeguarding of professional interests
70. 22 - Business management consulting
82. 99 - Services promoting economic activities not included elsewhere
I./ 5. Standard Exhibition Statistics Regulation
The members of the Union declare that they accept the Standard Exhibition Statistics Regulation indicated among the objectives, and will observe it in their own internal operation.
The Union is an organisation of non-profit nature, that is, the company shall use the profit remaining from the revenues gained in the course of its servicing and business activities for its own development, and shall not distribute it among the members.
The company shall bear the costs of foundation itself, from the pecuniary contributions of members.
The registered capital of the company is HUF 1,000,000 (one million forints) cash.
The registered capital of the company consists of the equal payments of the founding members. The pecuniary contributions of the members to the registered capital are as follows:
- each founding member has paid HUF 25,000 in the interest of the implementation of the interest safeguarding activity
- each founding member has paid HUF 225,000 for the purpose of establishing the servicing activity of the Union.
The founding members have paid the registered capital to the account of the company within 10 days following the signing of the present Articles of Association.
To cover operating costs of the Union each member has to pay as annual contribution at least the sum of EUR 1,200 - 3,000. Members' voting rights are attributed according to this amount as stipulated in Point IV./4.
Their annual contribution is being paid up for the Union in the first quarter of the relevant year.
The members shall divide the cost cover of non-planned (non-budgeted) activities among each other in accordance with the relevant resolution of the General Assembly.
The Union shall submit the settlement of operational costs to the General Assembly for approval.
The member who fails to meet any of its payment obligations by the deadline shall pay the Union an annual interest of 20% due for the period of the actual delay in payment.
lf the member fails to fulfil its payment obligation despite a written notice by the deadline indicated therein, the General Assembly shall exclude the member from the Union.
Term of the Union
The Union has been established for an indefinite period of time, and shall commence its activities on the date of signing of the present Articles of Association.
Those who acted on behalf of the Union prior to its entry in the companies register shall assume unlimited, joint and several liability for the obligations undertaken in the name of the Union.
Organisation of the Union
IV./ 1. General Assembly
The General Assembly is the supreme management body of the Union vested with the right of decision-making. The General Assembly consists of the director-general of each member. ln the case of their absence, the members may also be represented by another person on the basis of a written power of attorney.
The competence of the General Assembly shall particularly include the making of decisions on the following issues:
- establishing the internal organisation of the union, as well as its order of management and control (General Rules of Operation);
- determining the strategy for the activity of co-ordination and safeguarding of professional interests, and of the servicing and business activity;
- approving the balance-sheet of the association;
- distributing the profits generated by servicing and business activity;
- adopting resolutions that define the duties to be performed within the business of each member; (I./5.)
- approving contracts concluded on behalf of the union prior to registration at the court of registration;
- resolving to terminate, transform, consolidate with another economic association, merge or demerge the union;
- admitting new members;
- electing and removing the executive director, and exercising employer's rights in respect of the executive director;
- electing the Chairman of the Union (for the term as per General Rules of Operation) amending the Articles of Association;
- initiating exclusion of members; appointing the auditors of the Union; approving the annual budget;
- decision on amending the Standard Exhibition Statistics Regulation; (I./5.)
- decision on all issues referred by the articles of association to the competence of the Board of Directors.
The General Assembly shall make its decisions by at least a 51% proportion of the votes in attendance.
As a difference to above unanimous decision of the Members is required to change the scope of activity, the proportion of the voting rights of the Members, or the conditions of decision-making.
At least % of quorum is required to decide on termination of Union without legal successor, transformation , merger, separation, and joining of new members, to initiation of exclusion of any Member.
The General Assembly has quorum if members representing at least 3/4 of the votes attend the meeting.
IV./ 4. Voting Rights
Each member - having paid the annual contribution - is entitled to 1 vote which number grows by one more vote after each €600 additional annual contribution. But neither of the members may alone reach voting rights above 50 per cent.
The vote of the Director shall decide in case of a tie.
The General Assembly shall be convened as required, but at least on 1 occasion annually. Any member may request the convening of the meetings of the General Assembly stating the reason and purpose thereof. lf the director fails to comply with such a request within 30 days, the member itself may convene the meeting of the General Assembly .
The General Assembly may only adopt a resolution on issues indicated in the invitation sent with regard to the meeting, unless the members unanimously agree to the discussion of an issue not indicated in the invitation.
IV./ 6. Executive Director
The executive director of the Union from June 1, 2015 to May 31, 2017
Budapest, May 6, 1964
H-1041 Budapest, Szigeti J. u. 13.
Mother's name: Klára Gyalai
The above named accept the appointment as executive director in accordance with the attached Declaration.
The executive director shall direct and manage the activities of the Union according Civil Code and within the framework of the present Articles of Association and the resolutions of the General Assembly.
Her scope of duties shall include in particular:
- execution of the resolutions adopted by the General Assembly,
- representation of the Union before authorities and third parties, as well as
- management and organisation of the daily operative work of the Union between its meetings.
Representation of the Union,
The corporate signature shall be effected in such a way that the Executive Director writes her name alone, independently, free of any and all restrictions, in his own name under the pre-written, pre printed or printed corporate name of the Union in accordance with the specimen signature constituting an appendix to the present Articles of Association.
Correspondence among the members of the Union shall be carried out in English. The official documents of the company shall be prepared in Hungarian and any other language versions shall be defined in the General Rules of Operation.
Documents prepared in Hungarian shall govern in the case of any dispute.
VII./ 1. Joining the Union
The Contracting Parties agree that any other legal entity may join the Union, if it accepts and introduces at its Company the Standard Exhibition Statistics Regulation and the present Articles of Association .
New members pay minimum €600 admission contribution at the admission.
Joining members also pay the annual contribution of the relevant year as per Point II. /6. within one month of signing Articles of Association.
VII./ 2. Leaving the Union
Members are entitled to leave the Union with minimum 3 months notice on the basis of a declaration of intent reported in writing to the General Assembly. Leaving the union shall not affect the rights and obligations obtained prior to leaving the Union and may not violate the lawful interests of any other members.
VII./ 3. Exclusion
The General Assembly may initiate the exclusion of the member who fails to observe the provisions of Ciivil Code, the present Articles of Association and the Standard Exhibition Statistics Regulation accepted by the General Assembly in the course of the operation of its own firm, and if it withdraws itself from the obligation of supplementary cost bearing, as defined by the General Assembly, for at least 1 year, fails to meet its obligation despite the written notice of the General Assembly, infringes its obligations, or if its participation in the Union otherwise seriously violates the interests of the Union.
The case of exclusion must be implemented according to the stipulations of the Civil Code.
VII./ 4. Liability
The members shall assume unlimited, joint and several liabilities for the debts of the Union. The member who left the Union or the excluded member shall be liable for 5 years for the debts burdening the Union, which were incurred prior to the termination of its membership.
VII./ 5. Right of Accession
The members of the General Assembly shall be entitled to have access to the books and other documents of the Union and to request information from the Executive Director personally or through their proxies.
VII./ 6. Termination of the Union
The Union shall be terminated in the cases defined in the Civil Code. ln the case of its termination without a legal successor, through final accounting, the property remaining after the settlement of debts shall be divided in equal proportion among the members.
VII./ 7. Entry in the Companies Register
The formation of the present Union as well as changes stipulated by the law shall be reported by the Executive Director to the Court of Registration competent at the head office of the company, for the purpose of registration and publication.
VII./ 8. Governing Law
The provisions of Civil Code and other valid Hungarian Acts and legal provisions shall apply to the issues not regulated in the present Articles of Association.
The changes of the new resolutions are fully merged into this comprehensive text version of the Articles of Association.
Bucharest, March 27, 2015
|Trade Fairs Brno||HUNGEXPO a.s.|
|Poznan lnternational Fair||V-Trade Exhibitions Ltd.|
|Targi Kielce||Vystavisté Ceské Budéjovice a.s.|
|Euroindex Ltd.||JSC Kyiv International Contract Fair|
|Expo Arad lnternational||Romexpo a.s.|
|DLG- lntermarketing SRL.||Gal-EXPO JSC.|
|International Plovdiv Fair AD|