Constitution

Costitution in Downloadable PDF

in consolidated text

Introductory Provisions

1. Present Constitution was prepared and amended thereafter based on the Law on Associations No. II of 1989. In questions not regulated by the Constitution, provisions of the relevant law and of other effective rules are binding.
2. Name of the Association: Association of Futures Markets (AFM).
3. The Association is a legal entity.
4. Seat of the Association: Racz Aladar ut 26., Budapest 1121, Hungary.

Section No. 1.

Objectives of the Association

1. The objective of the Association is to support and encourage the establishment and organisation of new derivative and related markets and to organize international conferences in order to promote communication between exchanges, to strengthen relationships and to transfer experience and information. The Association strives to ensure participation in international forums organized for futures exchanges.

Section No. 2.

Activities of the Association

1. In order to achieve the objectives outlined above the Association:
   • Organizes and participates in international exchange forums,
   • Facilitates the development of markets through the mutual exchange of experience,
   • Publishes educational materials and brochures
   • Connects and interacts with international associations,
   • Assists with contact and cooperation between members of the Association.

Section No. 3.

Members of the Association

1. There are Full and Associate Members in the
2. Members of the Association, both Full and Associate, can exclusively be legal entities, and according to the legal regulation of their seat, they should fall into the category of exchange, exchange association or clearing house. Other legal entities involved in exchange related activities, such as companies engaged in financial, commodity and processing activities, companies involved in exchange communication activities and other futures exchange organizations, associations or foundations can also obtain membership
3. Applications for membership must be supported by at least two members and submitted to the General Assembly for approval. One of the two supporting members should be a Full Member of the Association.
4. The rights and obligations of Full and Associate members are detailed in Section 5 of the Constitution.

Section No. 4.

Termination of Membership

1. Membership terminates via:
   • resigning from the Association,
   • termination without a legal successor,
   • Expulsion by the General Assembly.
2. In case of a member’s resignation, property transferred by him to the Association, if in natural format, shall be given back, unless other agreement has been made between the parties.
3. Members can be expelled for non-payment of membership fees in spite of a written notice by the due date specified in the notice or for acting to the harm of the Association. Application for expulsion has to be made to the Executive Board by the Chairman with proper justification. The approval of the resolution expelling the member by the General Assembly is legally binding and enforceable.

Section No. 5

Rights and obligations of members

1. Members of the Association:
   1.1 Full Members of the Association
   • are entitled to participate in the activities and organization of the Association,
   • are entitled to elect and be elected to the bodies of the Association,
   • are obliged to perform various obligations determined in the Constitution or otherwise undertaken.
   1.2 Associate Members of the Association
   • are entitled to participate in the activities and organization of the Association.
2. All members have the right to participate in the conferences organized by the Association and in the General Assemblies of the Association. A maximum of two delegates from Full Members may attend the annual conference free of charge. Additional delegates of Full Members may attend the annual conferences subject to the conference fee. Associate Members do not have the right to vote in the General Assembly and their representatives cannot be elected as officers of the Association with the exception as detailed below. If participating in the conference, Associate Member delegates are required to pay the conference fee determined by the Executive Board. If an Associate Member is hosting the annual conference, its delegates are allowed to attend the conference free of charge and with no voting rights, and its representative can be elected as Chairman of the Association.
3. The annual membership fee of the Association is set at the Hungarian Forint equivalent of EUR 1,000 for Full Members and EUR 500 for Associate Members. It shall be paid in one amount upon receipt of an invoice. The one time registration fee at the Association for new members is set at EUR 1,000 for Full Members and EUR 500 for Associate Members. Changes to the annual membership and registration fee will be determined by the General Assembly. If an associate member upgrades its membership to that of a full member, the member will be required to pay the increased membership fee and – as registration fee - the difference between the associate and full membership registration fee of EUR 500.
4. All members of the Association are requested to promote the activities of the Association through actual work or voluntary offerings.
5. Members are not liable for any liabilities and/or debts of the Association with their own assets over and above the fees indicated in 3 above.

Section No. 6.

Structure of the Association

The General Assembly

1. The supreme body of the Association is the General Assembly comprising all Full Members, which must convene a minimum of once a year. The General Assembly must convene upon the order of the Court or upon the request of one third of the Full Members outlining the reason and the purpose of the meeting. Quorum is present if more than half of the Full Members are present.

2. The General Assembly convenes at the same venue of the annual conference in response to a written invitation from the Secretary of the Association. The invitation will include the agenda of the General Assembly and must be in a written format. The invitations should be sent out at least 30 (thirty) days prior to the day of the General Assembly. If there is no annual conference organized, the Executive Board needs to decide on the location for the
General Assembly.

3. Every Full Member is restricted to one vote only. Members are entitled to delegate a maximum of two representatives to the General Assembly. A quorum is present if more than half of the Full Members are represented. Should the General Assembly be postponed due to the lack of quorum it will convene within 24 hours. On the General Assembly convening for the second time a quorum is present irrespective of the number of represented Full Members. The time and venue of the postponed General Assembly will be stated in the invitation to the General Assembly.

4. The method of voting shall be an open vote, in the case of equality of votes, the vote of the Chairman is decisive. If the Constitution does not have specific provisions, decisions of the General Assembly are passed via simple majority.

5. A record of proceedings of the General Assembly must be taken, which should be signed by the Chairman, the Secretary and a representative of a Full Member present, as a confirming person.

6. The General Assembly has exclusive authority in:
• The establishment and the amendment of the Constitution,
• The determination of the venue and time of the next conference, to which the written consent of the organizing party is needed and which should be included in the minutes,
• The merger of the Association with another organization or the dissolution of the Association,
• Setting a maximum to the costs of the General Assembly and the conference,
• Election of the Executive Board,
• Determining the maximum number of members of the Executive Board,
• Appointing the Secretary of the Association,
• The decision in all cases which fall into the exclusive authority of the General Assembly by the Constitution,
• The acceptance of the annual budget and the annual financial statement.

The establishment and the amendment of the
Constitution and the merger of the Association
with another organization or the dissolution of
the Association require a majority of two-thirds
of the votes in the General Assembly.

7. If a resolution is not passed by the General Assembly concerning the venue and the time of the next conference, the upcoming meeting is always held in Budapest unless otherwise determined by the Executive Board and the time of the conference is determined by the organizing party, however, the opinion of the General Assembly must be asked. If there is no hosting country, the General Assembly delegates the authority of determining the conference location
to the Executive Board.

8. The General Assembly is entitled to vote in a written format in issues which do not fall into its exclusive authority. The Chairman and the Executive Board can initiate a written format of voting. The voting letters must be sent to the Secretary by the Full Members within two weeks from receipt of the notice. In other issues 4./ and 5./ of the present Section are applicable. Proxy voting is not allowed and any such votes shall be invalid.

The Chairman

9. The Chairman is the representative of the Association member organization, in which country the annual conference is organized. If there are several members located in the country organizing the conference the Chairman is appointed mutually by these members. If there is no resolution passed by the General Assembly concerning the venue and time of the upcoming conference, the Chairman is elected by the General Assembly by simple majority.
10. In the case of incapacitation of the Chairman, the Vice-Chairman replaces him/her.
11. The assignment of the Chairman lasts from the start of the conference as host to the start of the upcoming conference.
12. The Chairman can resign any time, however, the demission must be reported to the Executive Board and the Secretary and to the appointing member within 30 (thirty) days. In this case the member appointing him/her is entitled to appoint a new Chairman according to this present Constitution.
13. The Chairman is entitled to make a decision concerning the organization of the conference and in all questions which are not transferred to the exclusive authority of the General Assembly, the Executive Board, the Secretary or the Constitution. The Chairman is not entitled to represent the Association towards third parties.
14. The Chairman is not remunerated.

The Executive Board

15. The General Assembly shall elect an Executive Board to support the Chairman and the Secretariat in its work for the Association.
16. Representatives of Full Members are eligible to serve on the Executive Board as well as not more than one member of the public that has a proven record in the derivatives industry.
17. The Executive Board shall consist of at least two members elected by the General Assembly through open vote plus the Chairman and the Secretary. The Executive Board constitutes itself and also names a Vice-Chairman. The term of office of an Executive Board member is two years which can be renewed. In order to provide continuity on the Board, the terms of office of no more than half the elected members should expire simultaneously.
18. A split of duties with the Secretariat is to be worked out separately between the two parties.
19. The Executive Board is not remunerated except for out of pocket expenses for specific assignments as decided by the General Assembly.
20. A Board member can resign anytime by informing the Secretary and the other Board members in writing.
21. The Executive Board reports to the General Assembly. The members of the Executive Board are not entitled to represent the Association towards third parties.
22. Decisions are made by simple majority votes with the Chairman having casting vote.

The Secretariat

23. The Secretariat is the administrative body of the Association and comprises the Secretary and his/her Assistant. The Secretary and the Assistant of the Association can be representatives and employees of members.
24. The hiring and employment terms of the Secretariat are set by the Executive Board.
25. The tasks of the Secretary of the Association are the following:
• represents the Association towards third parties, Courts and other authorities,
• Is responsible for the financial affairs of the Association such as billing, collection of fees,
• Is in charge of the website of the Association
• Supports the member organizing the annual conference
• Transfers the amount necessary to the organization of the conference to the proportion of the resources available (such support must be within the financial means of the Association)
• Prepares the discussion papers, financial statements as well as motions for the General assembly
• Informs Association members on the resolutions of the General Assembly, messages from the Chairman and/or Executive Board as well as on other relevant issues
• Informs the media and the public on the activities of the Association
• Ensures and supports communication between members
• Prepares the budget of the Association and submits it to the Executive Board and then to the General Assembly,
• Makes proposals for matters falling into the authority of the General Assembly,
• Is entitled to make a decision in any question not falling into the authority of the General Assembly, the Executive Board or the Chairman.

26. The Secretariat operates in the seat of the Association.
27. The annual budget of the Association is determined by the General Assembly annually for one business year. The business year is equal to the calendar year. The Secretary and the Assistant are remunerated for their work in the Association as decided by the Executive Board.
28. The costs of the operation of the Secretariat must be covered from the assets of the Association.

Section No. 7.

Appreciation of activities performed in the Association Awards and certificates can be handed out by the Chairman as an appreciation of activities performed for the Association as decided by the Executive Board.

Section No. 8

Revenues of the Association

1. Members of the Association pay an annual membership fee.
2. Revenues of the Association consist of membership fees, sponsorship fee, conference registration fees, grants and contributions from private persons and legal entities.
3. The Association, in order to achieve its aims and to provide for the conditions of operation, is entitled to perform economic and enterprising activities.
4. In order to perform financial, book-.keeping and legal activities, the Secretary, on behalf of the Association is entitled to enter into subcontracts with third parties.

Section No. 9

Expenditures financed from the funds of the Association

1. The following expenditures may be financed:
• Organizational, personal and material expenditures related to the operation of the administration (rental, subcontractor costs, honorariums etc.).
• Costs of the meetings and conferences of members, which should be covered by attendance fees and might be supported by the Association in proportion to the financial resources available to the Association.
• Purchase of competition awards, gifts.
• Bonus payment.
• Other costs related to the accomplishment of the aims of the Association.

Section No. 10

Closing Provisions

1. Members of the Association can appeal against unlawful decisions of any organs of the Association within 30 (thirty) days of notification, in front of a Court with jurisdiction over the seat of the Association.
2. The appeal of the decision does not hinder its exercise, however, the Court can suspend its exercise in justified cases.
3. The Association terminates:
• if the termination is supported by two-thirds of the Full Members in the General Assembly,
• in the case of merger with an other
• if dissolved by Court,
• if the cessation is ruled by the Court.
4. In the case of termination, after indemnifying creditors, the distribution of the assets of the Association is decided by the Full Members in written format.
a) still existing assets transferred by the members must be given back in kind;
b) other assets must be distributed among the members according to the decision of the General Assembly. In case the General Assembly fails to make such decision, assets must be distributed among the Full Members equally.

5. Present Constitution, Minutes of the General Assembly and the request for registration of the Association is submitted to the Municipal Court of Budapest by the person entitled to represent the Association.
6. The Association becomes a legal entity upon registration by the Municipal Court of Budapest.
7. The official language of the Association used by the members is English, however, all documents to be sent to the legal authorities of the Association must be translated into Hungarian.

8. Present Constitution consists of 12 (twelve) pages and 10 (ten) sections.
Constitution accepted On November 23, 1998, In Buenos Aires, Argentina.
Last modified by Resolution No. I /2006 of the General Assembly at Burgenstock, Switzerland on September 7th, 2006.
Parts modified by the above Resolution are marked in bold and italics.
Wording finalized on September 7th, 2006.

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