DEED OF FOUNDATION

The Founder, defined in Section I. of the present Deed of Foundation establishes, pursuant to the provisions of § 74/A-74/F of Act IV/1959 on the Hungarian Civil Code and Act CLVI/1997 on public benefit organisations, the following Foundation as legal personality and status as public benefit organisation for the purpose of performing public benefit activities.

       I.      THE FOUNDER:

Name: Dr. Lajos Tóth, Budapest, Hungary

    II.      OBJECTIVES AND DATA OF THE FOUNDATION:

1.      Nane of the Foundation:
Erdélyi Helikon-Marosvécsi Kemény Alapítvány

2.      Seat of the Foundation: 2071 Páty, Hungary

3.      Legal Status of the Foundation:
The Foundation is an independent legal personality.

4.      Duration of the Foundation:
The Foundation is founded for an indefinite period of time.  

5.      Objectives of the Foundation:

?        To preserve and to promote all the spiritual heritage of the writer János Kemény, who lived in Marosvécs, and exerted lasting activity in the field of the Transylvanian literature, theatre and through estabilishing the writers group Erdélyi Helikon.

?        To preserve, explore and promote all the local historical values of Marosvécs, the local cultural, social condition and education, also to support the activities of the Reformed Curch from Marosvécs and its community.

?        To research the history of the Kemény family.

?        To help the publication of new editions of the earlier published books written by János Kemény. To prepare and help to publish his manuscripts not yet published, to collect and archive articles published in media of him and from him.

?        To organise in Marosvécs, summer camps with different themes and participants, similar to the Erdélyi Helikon meetings. For example: contemporary writers meeting, cultural, ecclesiastical or youth camps, also descendants meeting of the Erdélyi Helikon writers.  

?         Preservation of the Reformed Church building from Marosvécs built by the Kemény family. Support all the architectural, ecclesiastic and cultural researches regarding the building.

?        Help the maintanance, preservation and utilization of the real estates nationalized from János Kemény and later reclaimed by his inheritors.

?        To organize exhibitions, anniversaries, programmes which aim not only the remembrance of the Erdélyi Helikon writers and János Kemény, but also the local history of Marosvécs. To promote conditions to create different works of art symolizing this matter.

?        Collection of memorial objects (photos, personal objects, memories, manuscripts, works of art, published articles) related to the objectives of the Foundation. To estabilish a library  or archive for books related to the actual objectives. Film and sound reportage recordings made with persons who have the knowledge of the early periods concerning this matter.

?        Official website creation, maintanance, complementation and development for the Foundation.

?        Promotion, development and quality improvement of the famous ?Cseresznyevásár? (Cherry market) in Marosvécs, which takes place once every year. 

?        The Foundation helps different activities in Marosvécs as: family and elderly support,  environmental and nature protection, cultural and youth activities, social activity etc.

?        Organization of anniversaries, meetings, conferences regarding the above topics.

6.      Nature of the Foundation: The Foundation is open for any domestic, or foreign private individuals, legal entities, or business associations without legal personality to join, if they accept the objectives of the Foundation, and want to support them. The Curatorium of the Foundation decides about the joining to the Foundation.

7.      Public status of the Foundation:

7.1.      After the official registration and acquisition of the public status, the Foundation is a legal entity serving the public interest, that is exercising the following activities according to Section 26 Paragraph c) of the Act CLVI of 1997:

?        2. Social activity, family help, elders care,

?        5. Cultural activity,

?        6. Preservation of cultural heritage,

?        7. Preservation of historical monuments,

?        13. Activities concerning hungarians, ethnic minorities and hungarians beyond the borders.

7.2.      The Foundation may conduct entrepreneurial activities solely in the interest of reaching its objectives, without jeopardizing its public interest, and shall not distribute business profits, that can be used only for the activities defined in the present deed of foundation or of public interest.

7.3.      The Foundation undertakes not to exercise any direct political activities during the achievement of its objectives, beeing independent from political parties, and doesn?t give any financial support for them.

 III.      THE ASSETS OF THE FOUNDATION

1.      As starting capital of the Foundation, the Founder submits HUF 200.000, (twohundredthousand forint) that is paid in a Bank on the account of the Foundation, and the official certificate of this payment will be also submitted to the Budapest Court within 15 days to the submission of the Deed of Foundation.

2.      The entire starting assets of the Foundation is the starting capital. In the future the starting assets can be multiplyed by its interests, sponsors donations, applications, 1% personal income tax of the sponsors.

The sponsorship of the Foundation can be effectuated through financial support, through different services that help to achieve the objectives and through donation of  goods or properties.

3.      All the income and assets of the Foundation, shall be utilized for the objectives listed in the Deed of Foundation. The utilization of the assets are used based on the decisions of the Curatorium and only the 70 % of the actual assets can be used.

4.      If the annual revenues of the foundation exceed five million HUF, a supervisory board shall be created by the Founder, separately from the Curatorium and based on this, the Deed of Foundation will be modifyed.

  IV.      THE MANAGEMENT OF THE FOUNDATION

1.      The Foundation must manage the funds and assets in accordance with the objectives listed in the Deed of Foundation.

2.      To reach the objectives of the foundation, business activity can be performed based on chapter II. 7.2. The profit from business activities, shall be invested in public activities and objectives listed in this document.

3.      For business activities max 40% of the existing assets can be invested.

4.      All the spendings and revenues of business activities must be registered separately.

5.      If the Foundation gets support from the budget, an agreement has to be made Such agreement shall stipulate the conditions and methods of accounting for such subsidies.

6.      The eventual supports from the budget must be public.

7.      Members responsable with the management and finance, also sponsors and relatives or spouses (Paragraph b. of Section 685 of the Civil Code) can?t receive any benefits, or can?t be interested in the legal transactions, except designated provision which may be used by anyone without restriction.

     V.      THE STRUCTURE OF THE FOUNDATION AND ITS OPERATION

1.      The supreme trustee, decision making, managing and representative body of the Foundation is the Curatorium.

2.      The Curatorium ensures the use of the Foundation?s assets according to the objectives laid down in the Deed of Foundation.

3.      The Curatorium decides based on the provisions of the present Deed of Foundation the conditions of the use of the assets and the conditions of the management.

4.      Based on the legal requirements, the Curatorium decides over all the matters concerning the Foundation.

5.      The Curatorium decides in the following also:

a)      Determines the tasks necessary to reach the objectives, and their management.

b)      Undertakes the obligation to save and to enhance the value of the assets.

c)      To make the annual report  for the previous year, and to gain the acceptance of the report on the public interest activity.

d)      Acceptance the joinings to the Foundation.

e)      To accept the members of the Curatorium to receive a fee, and cost coverage for their work performed, but in only such cases and measures that are not jeopardizing the operation

f)       to determine and control the managing activities,

g)      the adoption of next years budget.

6.      The Curatorium is comprised of five members including the president of the Foundation. Members who are leading officers with the status of public benefit organisation. The director of the Curatorium is appointed by the Founder for an indefinite period of time.

7.      A person who has been in a management position, for at least one year within two years prior to the dissolution of a non-profit organization which has any public debt according to the Act on the Rules of Taxation, shall not be allowed to take office in a management position of another nonprofit organization for two years following the aforementioned dissolution. The senior officer, or person nominated as such, shall be required to notify all non-profit organizations in advance if he is employed in the same position at another non-profit organization at the same time.

8.      Members of the Curatorium are:

?        Kemény Endre, Páty, Hungary

?        Kemény Zsuzsa, Budapest, Hungary

?        Makkai Lilla, Kisoroszi, Hungary

?        Oláh Anna Mária, Budapest, Hungary

?        Sándor Gábor, Budapest, Hungary

9.      The Curatorium holds its meeting as necessary, but must be convened at least once a year.

10.      Passing of draft resolutions submitted by the Curatorium, requires majority vote. The Curatorium has the quorum if at least more than half of the members are present, actual 3 members. If the votes are equal the vote of the president is decisive. In its absence the vote has to be rejected.

11.      A person may not take part in the resolution of a Curatorium, if by virtue of such resolution, he, or a close relative or spouse of his, is released from obligations or liabilities, or receives any other benefit, or is otherwise interested in the legal transaction.

12.      The meetings of the Curatorium are open to the public but can be declared as closed, if the public meeting would violate their privacy law or if it is necessary from data protection point of view.

13.      The director of the Curatorium convenes the Curatorium meeting in written form, by the notification about the agenda and the eventual proposals, at least 15 days before the meeting in a verified way.

14.      It is necessary to keep records of the meetings with all the decisions in order to be able to track subjects, dates and scopes along with the proportion (and preferably the name) of those opposing and backing each motion.

All the resolutions must be listed numbered in the resolutions book.

The records and the registers is the duty of the president of the Curatorium.

The record of the meetings must be signed by the responsable of the records and the validator.

15.      Regarding the new resolutions, all the concerned must be informed within 2 weeks after the meeting. Further more, all the new resolutions must be published on the www.kemenyinfo.hu website.

All the documents concerning the foundation is public, exception documents that would violate the privacy law or data protection point.

The management, the services and the reports are public and must be published on the www.kemenyinfo.hu website.

  VI.      REPRESENTATION OF THE FOUNDATION

1.      The director of the Curatorium is entitled to represent the Foundation solely.

2.      Over the account of the Foundation can dispose the director of the Curatorium together with another member of the Curatorium.

3.      All the employers' rights ? if necessary- are exercised by the president of the Curatorium.

VII.      ADVISORY BODY

1.      To promote the professional efforts, to prepare resolutions, and to help to achieve the objectives, the Founder estabilished a plenum with advisory and promotional tasks.

2.      The members of the advisory body:

Adams-Cairns, Andrew Ruaraidh London, UK

Benkő Mihály Marosvécs/Brancovenesti, Romania

Bilibók Botond Budapest, Hungary

Czófalvi Csia Attila Dunaharaszti, Hungary

Kemény Mikolt Páty, Hungary

Kemény Zoltán Budapest, Hungary

Kemény Zsigmond Budapest, Hungary

Lockett, Richard Worcester, United Kingdom

Marosi Ildikó Marosvásárhely/Tirgu-Mures, Romania

Medgyessy Éva Budapest, Hungary

Mikesi Eszter Budapest Hungary

Nagy Géza Budapest, Hungary

Nagy Zoltán Sükő/Cireseni Romania

Paton, David Aberdeen, United Kingdom

Péchy László Budapest, Hungary

Prien, Gyöngyvér Róma, Italy

Sykes, Richard  Waltham Saint Lawrence, UK

Tordáné dr. Petneházy Judit Budapest, Hungary

3.      The activity of the advisory body is led by the director of the Curatorium.

The advisory body is meeting based on the request of the Curatorium and prepare their suggestions based on the objectives of the Foundation. The suggestions of the Advisory Body  are preconditioned with simple majority decisions.

4.      Some of the tasks of the advisory body are: to prepare tenders, compilation and publication of texts, preparation of prize or bursary award ect. The director of the Foundation invites the members of the advisory body if case.

VIII.      PUBLIC FUNDRAISING RULES

Fundraising for the Foundation can be done only with the written permission of the public organisation and can?t lead to harassment, bother of the donors, with harasment or prejudice to human dignity and individual rights.

  IX.      REPORT RULES

1.       The Foundation, as a public organization, is obliged to make at the time of  the yearly report approval, a report on the public interest activities also. The acceptance of this report on the public interest activities is the task of the Curatorium, with simple majority vote.

2.       The content of the  report on the public interest activities has to be made pursuant to the provisions of § 19. (3) of Act CLVI. 1997 a) to g) and provisions in paragraph (5) of the Civil Code.

     X.      TRANSMISSION OF THE FOUNDING RIGHTS

1.       The Founder indicates the following person, pursuant to the provisions of § 74/C-(7) of  the Hungarian Civil Code, the person who will exercise in case of his decease, all the Founding rights: Horváth András, Páty, Hungary

2.       The founder takes note, that all the provisions for founders are authoritative in case of the indicated person and the fact that this indication can?t be withdrawn after the registration.

  XI.      TERMINATION OF THE FOUNDATION

In case of the termination of the Foundation, the assets available at the termination must be donated to a Foundation with the same or similar objectives as the actual Foundation. The Foundation as a public organisation, at the termination must clear all its public debts and comply all its obligations that originates from valid contracts for public services.

 

Páty, January 2010                            Dr. Tóth Lajos Founder

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