consolidated version incorporating the amendments approved at the General Assembly of 7 May 2012

BY-LAWS OF THE ENVIRONMENTAL MANAGEMENT AND LAW ASSOCIATION

In effect since 19th May 2014.

Article I: Name and Seat of the Association

(1) The name of the Association shall be the Environmental Management and Law Association, hereafter: the “Association.”

(2) The Association is headquartered in Hungary, 1076 Budapest, Garay u. 29-31. I/1.; its principal operating area is Hungary.

Article II: Purpose of the Association

(1) The goal of the Association:

To work in the areas of environmental management, environmental law, environmental economics, and environmental protection in order to raise the level of professional expertise, to increase the benefits of the use of these professions for society at large, to represent and to deepen the interests of the aforementioned areas and to raise general and professional awareness in the aforementioned areas.

(2) To realize the goals of the Association, the Association will work to coordinate environmental interests and to integrate environmental reform with economic development so that environmental interests and socio-economic development do not remain permanently opposed to one another; to integrate environmental protection with socio-economic life.

(3) The Association does not pursue direct political activities. The Association is independent from political parties, does not give or accept financial support from such organizations, does not endorse candidates in the parliamentary, county or municipality elections, nor support them. This provision in no way infringes on the rights of individual members to act as individuals.

Article III: Activities of the Association

(1) The Association pursues the following public interest activities as stated in the 1997/CLVI law section 26.c. regarding public interest organizations: 3. (scientific activities, research), 4. (education, training, capacity building, public information dissemination), 9. (environmental protection). The services above can be used by any person including non members of the Association. The Association provides public interest services which are stated as a task of, according to the Constitution 35.1 section, point f. the Government, according to 1995/LIII. law, section 42. point b and 43/1990 Governmental decree, section 3.1, point a) the Minister of Environment and Spatial Development, according to 47/1990 Governmental decree, section 2,3,4,7 the Minister of Culture and Public Education, according to 1990/LXV law, section 8.1 the local municipalities.

(2) In order to achieve its goals, the Association by itself, or in cooperation with parties outlined in paragraph (3) will:

Establish authoritative professional opinions on issues either by its own initiative or in response to requests;

Assist organizations in obtaining technical information;

Organize seminars on technical areas of interest;

Provide training and education both on a case by case and continual basis;

Maintain publishing activities;

Establish and develop and maintain international contacts in the interest of the above and as such, define itself as an organization with „international nature” as stated in the Etv. law, section 8.1

(3) The Association will work to achieve its goals in cooperation with the following:

• Social and scientific organizations for environmental protection;
• Legislators;
• National government and institutes;
• Municipalities;
• International organizations;
• Economic organizations;
• Educational and research associations;
• The Media.

Article IV: Membership

(1) Any Hungarian or non-Hungarian Citizen who agrees with the goals of the Association and is willing to collaborate in the Association’s efforts may be a member of the Association.The Association expresses its international nature according to Etv. law, section 8.1 in its membership relations.

(2) The Executive Board will decide on the approval of membership applications; appeals regarding membership decisions may be made to the General Assembly.

(3) Membership is terminated in the following cases:

• Resignation (when the member expresses his wish to leave the organization in writing to the Board);
• Deletion (by the death of the member or in case the member fails to fulfill its obligation to pay the membership fee; in the latter case, the Association sends a registered written notice calling the member to pay the debt, and if the member does not pay the debt within 30 days of the delivery of the notice, the Association deletes the name of the member from the Registry of Members; the written notice of the Association shall contain a warning that exceeding the 30 days deadline without paying the debt results in the deletion of the name of the member from the Registry of Members);
• The termination of the Association if without legal successor;
• Expulsion of the member.

(4) Expulsion of a member is decided on by the Executive Board, when the member’s behavior or activities endanger the fulfillment of the Association’s objectives. Appeals regarding membership decisions can be made to the General Assembly.

Article V: Honorary Membership and the Advisory Board

(1) Honorary membership may be bestowed upon any acknowledged expert, Hungarian or foreign, whose activities display principles in accordance with those of the Association.

(2) The General Assembly grants the title of honorary member and provides yearly reviews.

(3) The number of honorary members cannot exceed one fourth of the membership as defined in Article IV.

Article VI: Associate Membership

(1)   Legal entities and organizations without legal status and natural persons which agree with the goals and support the activities of the Association may become Associate members.

(2)   The Executive Board shall determine the legal relationship between associate members and the Association.

Article VII: The Rights and Responsibilities of Members

(1)   Members defined in Article IV have the following rights:

• To take part in all of the Association’s activities and its public events;
• To take part in the General Assembly with voting rights;
• To elect members to be chosen as members of the bodies of the Association or as officers;
• Are eligible to be chosen as members of the bodies of the Association or as officers;
• Can utilize all of the services of the Association.

(2)   Members defined in Article IV have the following responsibilities:

• To obey the by-laws;
• To work for the attainment of the goals of the Association and to fulfill its assignments;
• To cooperate in the execution of decisions made by the bodies of the Association and its officers;
• Members will pay an annual membership fee which will be determined by the General Assembly.

(3) Associate and supporting members shall use their own resources to support the efforts of the Association. Honorary members are not required to pay membership fees. Functional contribution paid by the associate members will be determined by contract with the Association.

(4) The supporting and honorary members’ rights and duties are similar to the rights and duties described in this section paragraph 1 and 2, with the exception that they may participate at the General Assembly meetings with consultative rights and they may not vote for and be elected as officials of the Association.

Article VIII: Organization of the Association

(1)   The leadership bodies of the Association are:

• The General Assembly
• The Executive Board
• The Board of Trustees

(2) The officers of the Association are: the President; the Vice President; the members of the Executive Board, the President and the members of the Board of Trustees; the Managing Director.

(3) To formulate the long-term objectives of the Association the Advisory Body gives help.

(4) To conceive of and to implement the activities of the Association, the Executive Board may establish ad hoc task forces.

Article IX: The General Assembly

(1) The General Assembly is the principal body in the Association; the General Assembly is comprised of all the members of the Association.

(2) The General Assembly has the authority to make all decisions, as long as those decisions are not under the direct authority of one of the other bodies as defined herein. In the latter case, the General Assembly may serve as an appeals authority. The decision of any body or officer may be criticized by any member in front of the General Assembly.

(3) The following fall under the exclusive authority of the General Assembly:

• The acceptance and modification of the by-laws;
• The election and recall of the members of the Executive Board and the Board of Trustees;
• The creation of an Advisory Body;
• The election and recall of officers;
• The approval of the annual agenda of the Association;
• The acceptance of the annual report of the Executive Board;
• The acceptance of annual financial report (balance sheet) and the adoption of the report on public interest activities;
• The granting and taking back of honorary membership;
• The declaration of joint operations with other organizations;
• The termination and dissolution of the Association.

(4) General Assembly shall convene annually. The President is responsible for calling together the General Assembly. The General Assembly must be called if requested for a specific purpose in writing by either the Board of Trustees or at least one third of the members.

(5) The General Assembly may make decisions if more than half of the voting members are in attendance. In the event that the General Assembly is postponed because of lack of quorum, the next meeting of the General Assembly (regardless of the number of members in attendance) may make decisions upon the agenda of the duly scheduled, postponed General Assembly, if the members were previously informed about this. The General Assembly is duly called when all members, in accordance with Article IV, were informed at least one week before the time of the General Assembly; except in the case of postponement.

(6) The decisions of the General Assembly are made by simple majority, and by open vote. Two-thirds majority is needed in the event of accepting or modifying the by-laws; two-thirds majority is needed for the dissolution of the Association. The election of officers is exercised by private vote. In case of tie, the voting must be repeated. When the repeated voting is unsuccessful and the decision cannot wait, the vote of the Chairman will settle in case of open voting, and the decision will be made by drawing in case of secret voting.

(7) The General Assembly can revoke a member of the Board of Directors, of the Board of Trustees or any official of the Association if the person

• performs a behavior seriously harming the goals or the mission of the Association or otherwise being seriously derogatory
• does not perform its duties or assignments in the Association, either from his/her own fault or for other reasons, in the latter case for a duration of more than six months.

Article X: The Executive Board

(1) The Executive Board is the governing body of the Association and can make all decisions in all areas other than those under the direct authority of the General Assembly.

(2) The members of the Executive Board are: the President; the Vice President; the Managing Director; and 5 more members. The appointment to the Executive Board is for two years.

(3)   Specific responsibilities of the Executive Board are:

• The execution of actions decided upon by the General Assembly;
• The preparation of the meetings of the General Assembly;
• Decisions regarding the approval and denial of membership;
• The establishment of the legal relationship with supporting members;
• The preparation of the annual report and the public interest report;
• The drafting of the annual budget;
• The creation of a Professional Body.

(4) The Board of Directors holds its sessions according to necessity but at least twice a year. The President convenes the meeting of the Board of Directors by sending the agenda to the members of the Board at least 1 week prior to the meeting. The quorum is more than half of the members of the Board of Directors. Sessions of the Board of Directors are open, except the Board orders a closed session by the unanimous votes of all its members present in case it is necessitated by the protection of personal data or personality rights or it is so ordered by law.

(5) The decisions of the Executive Board must be made by simple majority and open vote. In case of tie, the chairman’s vote decides.

Article XI: Professional Groups

(1) The Executive Board may create Professional Group(s) which coordinate the tasks for which the Association is commissioned, with or without payment, by other organizations. Professional Group(s) have to work in accordance with the purposes of the Association.

(2) The director of the Professional Group(s) is the Managing Director of the Association, or such other person as was chosen by the Executive Board. The Board of Directors should choose the members of the Professional Group(s) from among the members of the Association, and also retains the right of recall over membership in the Professional Group(s).

(3) The Professional Group(s) may act independently in carrying out the tasks provided for in point one of this Article. The General Assembly and the Board of Directors shall support them with advice. The director of each Professional Group must make an activity report to the Board of Directors at least twice per year and at least once per year to the General Assembly.

(4) In carrying out the tasks as provided for in point one of this Article, membership in the Professional group(s) should be drawn from the Association membership, but in exceptional cases, non-member experts may be asked for their cooperation. Any questions with regard to the operation or constituency of the Professional Group(s) must be clarified in a contract drawn up between the Managing Director and the member(s) or outside expert(s). The Managing Director is charged by the President with seeking individual cooperation.

Article XII: The Advisory Body

Members of the Advisory Body should be drawn from among the members and honorary members of the Association by the Board of Directors. The Advisory Body has 5-9 members, and it should regulate its own operations.

Article XIII: Officers of the Association

(1) The President of the Association as a member of the Board:

• Independently represents the Association;
• Calls the meetings of both the Executive Board and the General Assembly;
• Presides over the Executive Board and the General Assembly;
• Asks for program coordinator(s) from the members;
• Gives the commission for book-keeping;
• Practices employer rights over the employees of the Association;
• Is one of the official signatories of the Association; as such, the President has cash disbursement rights together with any other Board member over the funds of the Association.

(2) The duties of the Vice President of the Association as a member of the Board in assisting the President are determined by the Executive Board; when necessary, the Vice President may substitute for the President.

(3) The Managing Director of the Association as a member of the Board is responsible for the implementation of its operations, with special regard:

• Independently represents the Association;
• Assisting the President in fulfilling his or her duties;
• Directs the operations and administration of the Association;
• Prepares, along with the President, the General Assembly and the Executive Board;

(4)   The Managing Director may call on the assistance of a program coordinator from time to time, or on a continuous basis.

(5)   The Life-Time Honorary President of the Association is Prof. Dr. Gyula Bándi.

Article XIV: Assets of the Association and its Management

(1) The Association will settle its debts with its own assets.

(2) The Association’s sources of revenue are:

• Membership fees;
• Fees collected from supporting members;
• Revenues generated from seminars, training, and publications;
• Support from Hungarian and foreign organizations and individuals.

Article XV: Project Contracts

In furtherance of the Association’s purposes, the President or the Managing Director (in the capacity of leader of a Professional Group) may enter into contracts (competitive or otherwise) in representation of the members of the Professional Group(s) or ad hoc working group created by the Association or the Board of Directors.

Article XVI: Disbursement of Assets

(1) The revenues of the Association after the payment of duly entered into obligations, the fees regulated in Articles XI and XV, and after the payment of salaries for which the Association is obligated, cannot be dispersed among the members, but is instead for the realization of the purposes of the Association.

(2) In the case of the Association’s termination, its assets will be disbursed among the associations, social organizations and foundations which have similar purposes as the Association, according to the determination of the General Assembly, which decides upon the dissolution of the Association.

Article XVII:

(1) The Association may pursue income oriented business activities as listed in section 2 and 3, and according to section 11.2, only to fulfill and not to threaten its public interest goals as stated in the previous paragraph. The Association may not pursue financial investing activities. It does not share its profit, but turns to its activities as listed in its bylaws.

(2) The Association announces the most important details of its activities and management through the local or national press (on the homepage of EMLA, or in case it is not available for some reason in the Népszabadság journal).

(3) Along with its dissolution the Association must pay its public dues and fulfill its contractual duties of public service proportionally.

Article XVIII: The Board of Trustees

(1) The Board of Trustees is comprised of three individuals who are elected by the General Assembly. Its president and members cannot hold other offices in the Association. The appointment of the Board of Trustees is for two years.

(2) The duty of the Board of Trustees is to monitor and generally guide the finances, operations, and compliance of the Association with its own laws; the Board of Trustees must report annually on its observations.

(3) The Board of Trustees controls the functioning and management of the Association therefore it may ask other officials to report, and the staff to give information or report, and furthermore it has the right to look into and examine the books and other official documents of the Association.

(4) The members of the Board of Trustees may take part on the meetings of the Managing Board with consultative rights, or they take part if it is an obligation according to other legal documents.

(5) The Board of Trustees must notify the Managing Board or the General Assembly or initiate the meeting of these bodies, in case it learns of the following:

a. A violation of the law has happened during the functioning of the Association, or such an incident (failure) has happened that severely violates the interests of the Association, all of which need to be eliminated, and the consequences handled, or mitigated in such a way that requires the decision of the Managing Board or the General Assembly.

b. Such a fact has arisen that fall within the responsibility of other officials.

(6) For the proposal of the Board of Trustees, the Managing Board or the General Assembly must be called together within 30 days of the submission of the proposal. If this deadline passes the Board of Trustees has the right to call together the Managing Board or the General Assembly.

(7) If the appropriate body does not take steps to restore lawful functioning, the Board of Trustees must notify the legal supervising authority.

(8) The Board of Trustees consists of 3 members, elects its president itself, determines the rules of procedures itself. For the activities of the Board of Trustees, the rules for the activities of the Managing Board must be applied.

Article XIX: Conflict of Interests

(1) A person cannot be elected as an official of the Association, if he/she was previously an official of another public interest organization within at least 2 years of his/her resignation, in case this previous organization has not paid its public dues according to the law on taxing procedures.

(2) The Officials of the Association and the persons nominated for such a position must inform all the involved public interest organizations, if he/she holds such position in another public interest organization.

(3) A person or a relative of him/her may not be elected as member of the Board of Trustees, or chosen as auditor, or elected as President of the Association, or member of the Board, or chosen as the Managing Director if he/she entered into working contract with the Association, if the law otherwise not provides, furthermore a person, who receives support from the Association according to its goals, except for the not financial services of the Association, which can be made use of by anybody without any requirements and the support provided to the members according to the bylaws.

(4) A person cannot take part in the decision making of the governing bodies, who or whose close relative according to a decision:

a. Exempted from responsibilities or duties or

b. Gets any other remuneration, or has interest otherwise in the contract to be decided of. The not financial services of the Association, which can be made use of by anybody without any requirements and the support provided to the members according to the bylaws cannot be considered as remuneration.

(5) The Association may not provide support to its officials, or to any other person supporting the Association or the relatives of them, except for the not financial services of the Association, which can be made use of by anybody without any requirements and the support provided to the members according to the bylaws.

Article XX: Document handling, recording, and reporting assurance rules

(1) A register must be kept of the decisions of the governing bodies of the Association (General Assembly, Board, Board of Trustees), from which the body, content, date, force, vote ratio, and in case of open voting the names of persons voting for and against the decision can be known.

(2) The Managing Director is responsible for the registration of the decisions of the governing bodies in the register of decisions, and for the announcement of these to the parties. The announcement of decisions can be made in a registered letter if the decision refers to a certain person, in words, meeting minutes, circular letter or other justifiable method in case of decisions referring to all the members or a greater number of members. If the nature of the decision requires so, the Managing Director announces it in a national daily paper.

(3) The register of decisions must contain the content, date, force, vote ratio, and in case of open voting the names of persons voting for and against the decision.

(4) Any person has the right to look into or copy at his/her own cost any document originating from the functioning of the Association, especially the public interest report. The Managing Director decides case by case to publish the most important information regarding the Association’s functioning, its services, and the Association’s reports.

(5) The Executive Director informs the public about the activities, availability of services, and publication of reports of the Associations by means of periodic publications, press releases and the internet homepage.

(6) The incomes and costs generated by the activities according to the goals and from business activities must be separately registered.

(7) The Association along with the adoption of the yearly report shall prepare a public interest report. The public interest report shall contain: accounting report, report on the use of central budget support, report on the use of the properties, report on the supports given according to the goals, any support given by public funds, municipalities, local minority governments, association of municipalities, public health insurance fund and the bodies of the above, value and amount of benefits given to the officials of the Association, and a short summary of the public interest activities.

(8) Any person is allowed to look into the public interest report and make copies of it at his/her costs.

Article XXI: General Provisions

In the case of issues and stipulations not provided for in these by-laws, the Law on Associations of 1989 shall apply.