1.1. Name of the Cooperative: Addey Mezőgazdasági és Élelmiszer Szövetkezet

Short name of the company: Addey Mezőgazdasági Szövetkezet

1.2. Name of the Cooperative in foreign languages: Addey Agricultural and Food Cooperative 

Short name of the Cooperative in foreign languages: Addey Agricultural Cooperative 

1.3.    Registered seat of the Cooperative: 1135 Budapest, Fáy köz 8. fszt. ajtó 1. The registered seat of the Cooperative is also the place of central administration.

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The duration of the company is unlimited.

The aim of the Cooperative is cultivating, producing, packaging, and distributing healthy food as well as to provide job opportunities, training, and integration programs. The Cooperative aims to produce and distribute organic and gluten-free food products derived from Eritrean crops, such as Teff, Finger Millet, Sorghum, chilli, and chickpea. These products are rich in nutrition and suitable for various dietary needs which are also affordable for different segments of society, especially low-income and unemployed people. The Cooperative also generates valuable animal feeds as a by-product of its production process.

Way of realizing the goals of the Cooperative and other aims:

– To work with local farmers to grow and process Eritrean crops, maintaining their quality and authenticity.
– To supply the European market with organic and gluten-free food products that meet the demand and preferences of consumers.
– To create employment and business opportunities for all communities in Europe, Africa and beyond, through agricultural practices, Agro-tourism, and sociocultural activities.
– To collaborate with reputable universities and research institutions across continents to improve the nutritional and productive aspects of its products, using technology and innovation.
– To adopt sustainable agricultural practices that minimize environmental impacts and enhance social well-being and inclusion.
– To offer consultancy and farm industrial development services to other stakeholders in the agricultural sector.
– To cooperate with European ministries of agriculture, seed banks, farming machinery producers, and farmers, as well as other relevant authorities and bodies.
– To support climate-smart farming that uses Eritrean seeds adapted to arid conditions and does not require herbicides or fertilizers.

4.1. Main activity:
01.11 – Growing of cereals (except rice), leguminous crops and oil seeds
4.2. Other activities:
01.13 – Growing of vegetables and melons, roots and tubers
01.28 – Growing of spices, aromatic, drug and pharmaceutical crops
01.41 – Raising of dairy cattle
01.42 – Raising of other cattle and buffaloes
01.45 – Raising of sheep and goats
01.50 – Mixed farming
01.61 – Support activities for crop production
01.62 – Support activities for animal production
01.63 – Post-harvest crop activities
01.64 – Seed processing for propagation
46.31 – Wholesale of fruit and vegetables
46.32 – Wholesale of meat and meat products
46.33 – Wholesale of dairy products, eggs and edible oils and fats
46.61 – Wholesale of agricultural machinery, equipment and supplies
47.24 – Retail sale of bread, cakes, flour confectionery and sugar confectionery in specialised stores
70.22 – Business and other management consultancy activities
72.11 – Research and experimental development on biotechnology
72.19 – Other research and experimental development on natural sciences and engineering
72.20 – Research and experimental development on social sciences and humanities
73.20 – Market research and public opinion polling
85.60 – Educational support activities

5.1. The capital of the Cooperative is the value provided by the financial contribution of the members. The registered capital of the Cooperative is HUF 5,000,000 in cash.
5.2. Minimum financial contribution provided by individual members of the Cooperative: HUF 200,000.
5.3. The founding members made their financial contribution available to the Cooperative at the same time as signing this deed of foundation, by paying it into the cash register of the Cooperative.
5.4. The founding members are obliged to provide their non-monetary financial contribution in full within 30 days after the signing of these articles of association.
5.5. Members who join the Cooperative later – if they do not acquire the property share of a departing member – are required to pay or provide their financial contribution in full within 8 days from the date of submission of the membership application.

6.1. The General Assembly

The main body of the Cooperative is the General Assembly. The general meeting must be convened at least once a year. All members of the Cooperative can participate in the General Assembly.
The exclusive competence of the General Assembly of the Cooperative includes:
– Amending the articles of association.
– Electing, recalling, and determining the remuneration of senior officials and members of the supervisory board;
– Electing, recalling, determining the remuneration of the auditor;
– Classifying a part of the Cooperative’s assets as a community fund, as well as making a decision on the main principles of using the community fund;
– Accepting the report and making a decision on the use of the taxed profit;
– Making a decision on the merger, separation, transformation of the Cooperative into a business company, and its termination without legal successor;
– Making a decision on submitting an application for bankruptcy proceedings and approving a bankruptcy settlement;
– Making a decision on initiating the liquidation of the Cooperative and approving the agreement concluded during the liquidation procedure;
– Ordering the additional payment.

Voting rights: At the General Assembly, regardless of the proportion of financial contributions, each member has one vote.

The quorum of the General Assembly and the method of convening it: The General Assembly has a quorum in the presence of half of the members.

The general assembly has a quorum if the voting rights representing more than half of the votes that can be cast are present. The resolutions of the general meeting are taken by the votes of more than half of the members present and by open voting, unless the law and these articles of association provide otherwise.

Amendments to the deed of foundation require the vote of at least two-thirds of those present and half of all members.

A vote of at least two-thirds of all members is required to decide on the Cooperative’s merger, separation, transformation into an economic company, and its termination without legal successor.
The general meeting must be convened out of order, if this is proposed in writing by at least 10% of the members or by the supervisory board, indicating the reason.
The general meeting must be convened at least 15 days before the date of the meeting, with the announcement of the agenda in writing, with an invitation by name. The agenda must be indicated in the invitation in such detail that those entitled to vote can form their position on the topics to be discussed.

On the written motion of at least 10% of the members, any matter must be included in the agenda of the general assembly. The motion must be submitted to the board no later than eight days before the holding of the general meeting. The agenda supplemented in this way must be sent to the members at least three days before the date of the general meeting.
If the general meeting does not have a quorum, the repeated general meeting has a quorum for the matters on the original agenda, regardless of the number of members present, if it is convened at least three and no more than fifteen days after the original date.

6.2. The Board of Directors

The Cooperative is managed by a three-member Board of Directors.

The members of the board of directors perform their duties in a legal relationship of commission.

Anyone who does not fall under the subject of the exclusionary provisions of the Civil Code can be elected as a member of the board.

The board of directors has a quorum if at least two-thirds of the members are present. It makes its decisions by a simple majority of the members present.

The Board elects a chairman from among its members.

At its first meeting, the Board of Directors determines the order of business. Board meetings are convened by the president, or a member of the board appointed by him.

The Chairman of the Board is independently entitled to represent the Cooperative.

Two members of the Board of Directors are jointly entitled to represent the Cooperative.

The Chairman of the Board of Directors and another member of the Board of Directors may authorize any member of the Cooperative in writing to represent the Cooperative.

The Board of Directors is obliged to keep the register of members of the Cooperative.

The board of directors has the competence to decide on all matters that are not referred to the competence of the general assembly or the supervisory board by law or the articles of association.

The board of directors ensures the convening of the general meeting, as well as the preparation and implementation of the decisions of the general meeting.

The board of directors is obliged to prepare a report on its activities, the financial situation of the cooperative, and its business policy at least once a year for the general assembly and at least every three months for the supervisory board.

6.3. The Supervisory Board

In the Cooperative, a three-member supervisory board is established to carry out owner control covering all areas of operation and management. The Supervisory Board elects a chairman from among its members.

– The Supervisory Board has a quorum if at least two-thirds of the members are present.
– The order of business of the Supervisory Board is established by itself at its first meeting.
– The General Assembly can only decide on the adoption of the annual report with the opinion of the Supervisory Board.
– The Supervisory Board reports on its activities to the general assembly at least once a year.
– Anyone who does not fall under the subject of the exclusionary provisions of the Civil Code can be elected as a member of Supervisory Board.
– The members of the Supervisory Board carry out continuous monitoring covering the entire activity of the Cooperative.

The Cooperative operates based on the principle of open membership. Anyone can be a member of the Cooperative who

• Recognizes the statutes of the Cooperative as binding on itself.
• Makes the minimum financial contribution (if there is a minimum) within the deadline.
• Your application for membership is approved by the Board of Directors, with the condition that, in the case of personal participation, the content of the membership application must also be specified.

The Board of Directors decides on the member’s application for admission at the next meeting following the submission of the application, provided that 15 days have passed between the submission of the application and the day of the meeting.

The Board of Directors informs the General Assembly and the person wishing to join about its decision. The General Assembly may decide to change the decision rejecting the admission – at the request of the rejected person – at the next General Assembly. In case of an affirmative decision of the General Assembly, the membership relationship is established according to the other rules after the day of the decision.

Rights of the member: During the management and control of the operation of the cooperative, members are entitled to the same rights, regardless of the amount of financial contribution they provide. The profit of the cooperative can be divided among the members. Half of the profit of the cooperative must be distributed among the members in proportion to their personal contribution. The provision of the articles of association that defines the portion of the profit to be distributed in proportion to personal contribution to less than half of the profit is null and void.

Additional payment: In the event of a possible loss of the cooperative, the general assembly may order an additional payment to settle the loss. The supplementary payment can be ordered no more than once a year; its amount cannot exceed 30% of the financial contribution of the member / investing member.

Membership is terminated if
a) the member leaves the cooperative;
b) the member has not fulfilled his financial contribution or supplementary payment obligation – by the date specified in the deed of foundation or in the general meeting resolution;
c) the member dies or ceases to exist;
d) the court excludes the member;
e) the cooperative is terminated by transformation, merger, separation or without legal successor.

The intention to withdraw shall be announced in writing to the board of directors. Three months must elapse between the notification of the intention to withdraw and the termination of membership; the statutory provision requiring a period longer than three months is void in its part exceeding three months.

Settlement upon termination of the membership relationship: upon termination of the membership relationship, the member or his legal successor is entitled to the value of his financial contribution, as well as the amount of the equity capital attributable to the financial contribution generated during the membership relationship – reduced by the committed reserve – in the event that the was not used to cover the loss. The amount shall be paid within three months after the termination of the membership relationship. The member’s inheritor (legal successor) may apply to be admitted as a member in accordance with the provisions of this law. In the absence of admission, the inheritor (legal successor) shall be accounted for.

A member of the cooperative may be expelled from the cooperative by a court decision – based on the cooperative’s action against the member concerned – if his remaining in the cooperative would greatly endanger the achievement of the cooperative’s goals. In order to initiate an action for the exclusion of a member, a decision of the general meeting taken by at least two-thirds of all members is required. The affected member cannot vote on this matter. The action indicating the reasons for the exclusion must be initiated within a statute of limitations of fifteen days from the date of the decision of the general assembly. The court may, upon request, suspend the membership rights of the member concerned until the final decision of the court, if the exercise of the membership rights would result in serious damage to the cooperative’s interests. The suspension does not affect the member’s claim to profits. During the period of suspension of the right to membership, the articles of incorporation cannot be amended, the exclusion of other members cannot be initiated, and no decision can be made regarding the transformation, merger, separation, or termination of the cooperative without a legal successor.

The Cooperative does not create a community fund.
The Cooperative creates an operational fund of HUF 300,000. Based on the proposal of the Chairman of the Board of Directors, the general assembly decides on the use of the operational fund simultaneously with the adoption of the report in accordance with the Accounting Act.
The operational fund can be used to cover the operating costs of the Cooperative, to purchase assets and to maintain the financial liquidity necessary for operation.
The Chairman of the Board of Directors shall report on the use of the operating fund to the general meeting at the same time as presenting the report in accordance with the Act on Accounting.

A Cooperative is terminated if:

• The general meeting decides on termination without legal successor or with legal succession
• The number of its members falls below the number specified by law and the appropriate number of new members is not announced to the company court within the effective month
• The company court declares it terminated
• It is terminated by the court during liquidation proceedings.

In matters not regulated in these deed of foundation, the legislation of Hungary, especially the provisions of the Civil Code and Act X of 2006 on Cooperative shall apply.
In the event of any discrepancies or contradictions between the Hungarian and English versions, the Hungarian version of the deed of foundation shall prevail.