Deed of Foundation

Representing the text of the Deed of Foundation for the Foundation for Development of Democratic Rights, signed by the Founder until 1 November 1995, in a consolidated structure.

1. Founder's data:

Name Herbert Ascherman private individual

Address: 10013 Bentcross Drive

Potomac, MD 20854 USA

The Founder according to the regulation of Ptk. 74/C. Article 7 point nominates Nizák Péter (2000 Szentendre, Dunakanyar krt.52. sz., an. Pálinkás Mária) for continuing and exercising the rights of the Founder.

2. Name of the foundation:

Official name: Demokratikus Jogok Fejlesztéséért Alapítvány

Official abbreviation of the name of the Foundation: DJFA

Official name of the Foundation in English: Foundation for Development of Democratic Rights

Official abbreviation of the name of the Foundation in English: FDDR

3. Registered office of the Foundation:

1052 Budapest, Apáczai Csere János u. 1. IV./40

4. Objectives of the Foundation:

One of the most important objectives of the Foundation is to develop contacts determining the future of non-profit organizations with local governments, economic organizations and within the sector. The Foundation is engaged in the development of the following four areas:

  • strengthening of the social protection net
  • development of democracy
  • economy
  • environmental protection

In accordance with its objectives, the Foundation is primarily engaged in the following non-profit activities specified in the Act on Non-profit Organizations:

  • 26.§ c) 1. social activities
  • 26.§ c) 9. environmental protection

The Foundation is involved in the implementation of the aid programs of the Government of the United States aimed at Hungary.

The Foundation assists the achievement of the objectives stated above, with the support of applications, training programs, consultation, scholarships, publications and information supply.

The Foundation can only engage in business activities in order to achieve its non-profit objectives, not jeopardizing those. The profit achieved from business activities cannot be distributed, all profits need to be used for the implementation of the objectives of the Foundation.

The Foundation cannot engage into investment activities.

The Foundation shall not conduct direct political activities, its organization is independent from parties, without providing any financial support to parties. In addition, the Foundation shall not nominate anyone for Parliament or county or Budapest local government elections.

5. The Foundation is an open organization,

it is available for anyone for joining, who accepts the objectives of the Foundation, provides financial or in kind donation, or increases the assets of the Foundation with any other allocation of assets. The Board of Trustees decides on the acceptance of donations and such asset allocations.

6. Starting capital of the Foundation

HUF 2,577,420, i.e. two million five hundred and seventy-seven thousand four hundred twenty forints, equivalent to USD 19,980, i.e. nineteen thousand nine hundred and eighty, and a computer pool of HUF 1,160,000, i.e. one million one hundred-sixty forints, equivalent to USD 9,000, i.e. nine thousand USD, listed in detail in the Annex to the Deed of Foundation, in total HUF 3,737,420, i.e. three million seven hundred and thirty-seven thousand four hundred and twenty forints. These assets are owned by the Founder, and are made available for the Foundation through this deed.

The starting capital of the Foundation will increase according to a schedule and expected donations, as well a yield on a specific part of the starting capital.

If required, the Foundation's assets (principal, interest, donation) can be used in full for the achievement of the objectives of the Foundation

  • support in applications for organizations working for the objectives of the Foundation
  • training programs
  • scholarships in Hungary and abroad
  • organization and execution of conferences and regional meetings
  • publication of books and other items as secondary activity
  • creation of information database as a secondary activity
  • establishment of operation of the network of the Foundation for Development of Democratic Rights as a secondary activity
  • support to research assisting the achievement of the Foundation's objectives
  • the yearly operating expenses of the organization of the Foundation cannot exceed 30 % of the total assets of the Foundation
  • the yearly operating expenses cannot exceed 30 % of principal on interest
  • donations can only be used for purposes identified by the donor.

7. Management of the Foundation

The Founder has established a Board of Trustees of five members for the purpose of Foundation management. Members of the Board of Trustees:

  • Thomas J. Donovan 9000 Elm Street, Manchaster, NH 03105-0326 USA
  • Gregory Berzonsky 921 Welham Green Road Great Falls, VA 22066 USA
  • dr. Nagy Árpád 1025 Budapest, Battai u. 10/B
  • Kékesi Annamária 2132 Göd, Erzsébet u. 4.
  • Pálvölgyi Péter 2340 Kiskunlacháza, Tündér köz 2.

The President of the Board:
Thomas J. Donovan 9000 Elm Street, Manchaster, NH 03105-0326 USA

The Secretary of the Board:
Pálvölgyi Péter 2340 Kiskunlacháza, Tündér köz 2.

The Board of Trustees is responsible for the use of assets of the Foundation in relation to the Foundation objectives.

The chairman and secretary of the Board of Trustees shall be appointed by the Founder. The Founder has appointed Mr.Thomas J. Dononvan as the chairman of the Board of Trustees, and Péter Pálvölgyi as the secretary of the Board of Trustees.

The assignment of the members of the Board of Trustees is for an indefinite term.

In relation to the meetings of the Board of Trustees and during a calendar year, the entire Board of Trustees and its individual members separately may apply for exemption.

A new member (members) of the Board of Trustees shall be assigned by the Founder.

8. Operation of the Board of Trustees

The Board of Trustees shall have its meeting whenever it is necessary, but at least once a year.

The meetings of the Board of Trustees shall be called by the chairman or the secretary of the Board of Trustees and, in cases, identified in Section 9, the Supervisory Board.
The members must be invited to meetings of the Board of Trustees in writing, indicating the agenda, at least 8 days prior to the date of the meeting.

The meetings of the Board of Trustees shall be public, and they may be attended by the Founder, members of the Supervisory Board and other guests.

The Board of Trustees shall have a quorum, if more than half the members are present. The Board of Trustees shall adopt its decisions taking into account the professional proposals of invited experts. Generally, the resolutions shall be adopted with a simple majority of vote.

Simultaneously with the approval of the Annual Report, the Board of Trustees shall also prepare a non-profit report, the approval of which shall fall into the exclusive competence of the Board of Trustees.

A members' resolution adopted with a two-third majority vote, shall be required for the approval of the Annual Report and non-profit report.

No individuals may participate in adopting resolutions by the Board of Trustees, who, or whose close relatives (common law spouse)

  • is exempted from an obligation or responsibility, or
  • receives a benefit or is interested in the transaction otherwise

on the basis of the resolution.

No individuals may be members of the Board of Trustees for two years from the termination of the non-profit organization, who held a leading position in a non-profit organization for at least one year during the two years preceding its termination, which failed to pay its public debts arising on the basis of the Act on the Order of Taxation.

Rules related to record-keeping, publication of decisions, inspection of documents and disclosure to the public:

Minutes must be drawn during the meetings of the Board of Trustees, and the resolutions must also be recorded.

The official records must contain the text of the resolution, its date, effect, and the names of those supporting and opposing the decision.

Unless it is provided otherwise, the resolutions of the Board of Trustees enter into force on the day of the meeting.

Members of the Board of Trustees and members of the Supervisory Board can inspect the minutes of the meetings and recorded resolutions without any restricts.

Other parties, apart from the ones stated above, may only inspect the documents of the Board of Trustees on the basis of a preliminary permission given by the chairman of the Board of Trustees.

The decisions of the Board of Trustees must be communicated to those concerned within 15 days from the adoption of the resolution. Other individuals can learn about the contents of the decisions through the announcement board displayed at the registered office of the Foundation. An extract of the resolutions shall be displayed on the announcement board of the Foundation by the secretary of the Board of Trustees within 15 days from the date of resolution.

The Board of Trustees is obliged to disclose to the public the data of its Annual Report, support and spending of support on its own Internet homepage or through the press. In addition, such data and information must be made available for anyone at the registered office of the Foundation during working hours.

The target organizations intended to be supported shall be notified on the support and possibilities of using the services of the Foundation through the Internet homepage, or applications announced in press products. The applications shall be assessed by a group of experts invited by the Board of Trustees. The results of applications must be communicated in the manner described above.

At the beginning of each calendar year, the Board of Trustees shall prepare a budget containing the assets of the Foundation and the budgeted expenses and, at the end of the calendar year, it shall check whether the assets of the Foundation have been used in accordance with the plan and registers changes in the assets of the Foundation.

Except the Secretary, the Members of the Board of Trustees shall not be entitled to any remuneration for their activities, but they may claim the reimbursement of their expenses incurring in relation to their Foundation activities.

The chairman of the Board of Trustees, Thomas Donovan, shall be entitled to represent the Foundation individually, with full competence. The secretary of the Board of Trustees, Péter Pálvölgyi, is entitled to representation, with full competence.

The chairman of the Board of Trustees, Thomas Donovan and its secretary Pálvölgyi Péter, together shall be entitled to dispose over the bank account of the Foundation.

The tasks of the Board of the Trustees, chairman and secretary must be detailed in the code of operation.

Tasks of the secretary:

  • preparation of the meetings of the Board of Trustees,
  • actions on the execution of the decisions of the Board of Trustees,
  • exercising employer's rights towards the employees of the Foundation,
  • representation of the Foundation and the Board of Trustees,
  • individual decision in the issues of operation of the Foundation,
  • individual decision in financial issues falling into the scope of the budget identified by the Board of Trustees, and notification to the Board of Trustees about such decisions.

9. The Supervisory Board

The Founder shall establish a three-member Supervisory Board for supervising the operation and economic activities of the Foundation.

Members of the Supervisory Board:

  • Mark Bownas 1124 Budapest, Sirály u. 5/B.
  • Magyar Beatrix 1181 Budapest, Hunyadi u. 25.
  • Miskolci Balázs 1203 Budapest, Téglagyártó u. 19.

During its supervisory activities, the Supervisory Board may request a report from the members of the Board of Trustees, briefing an information from the employees, may inspect the books and documents of the Foundation, and may also audit them.

The Supervisory Board is obliged to notify the Board of Trustees and initiate the call of the Board of Trustees, if it learns that

  • during the operation of the organization, legal regulations have been violated, or there has been some negligent conduct, the termination or elimination of consequences of which requires a decision from the Board of Trustees,
  • some facts have been revealed on the basis of which the reliability of the members of the Board of Trustees or other leading officials can be assumed.

Upon a proposal of the Supervisory Board, the Board of Trustees must be convened within 30 days from the proposal. If this deadline passes, and the meeting has not been called, the Supervisory Board is entitled to call a meeting.

If the authorized agency fails to take actions required for the reconstruction of lawful operation, the Supervisory Board is obliged to immediately notify the regulatory supervisory agency.

Following individuals may not be members of the Supervisory Board:

a) chairman or member of the Board of Trustees
b) employees of the Foundation, or individuals having another contractual relationship involving work with the Foundation
c) parties receiving benefits in accordance with the Foundation's objectives
d) relatives of the individuals specified in Subsections a) – c).

Furthermore, for two years from the termination of the non-profit organization, no such individuals may be members of the Supervisory Board, who held a leading position in a non-public organization for at least one year during the two years preceding its termination, which failed to pay its public debt in accordance with the Act on the Order of Taxation.

The Supervisory Board shall establish its code of operation itself.

10. Termination of the Foundation

The Foundation shall be established for an indefinite period.

The Foundation shall be terminated, if the objective stated in the Deed of Foundation has been achieved. The Foundation shall also be deleted from the register, if the organization entrusted with the management of the Foundation conducts activities, which are in contrast with the objectives of the Foundation.

If the Foundation is terminated due to different reason, the Foundation assets must be donated to foundations, whose objectives are identical or similar to the objectives of the Foundation.

11. Other provisions

The person nominated by the Founder shall be entitled to amend this Deed of Foundation.
The Founder accepts that the Deed of Foundation must be registered by the Court of Registration in order to make the Foundation effective. The legal entity of the Foundation is gained when the Deed of Foundation is registered by the Court.

The Board of Trustees shall be obliged to draft or order the drafting of the regulations required for the operation of the Foundation.

Regarding issues not regulated in this Deed of Foundation, the provisions of the Civil Code and Act CLVI of 1997 on Non-profit Organizations must be applied.

This Deed of Foundation has been drawn in the Hungarian and English languages, and in the case of disputes, or differences, the Hungarian text shall be applicable.

Budapest, June 9, 2008.

Herbert Ascherman
Founder

letoltes

Alapító okirat
Deed of Foundation

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