STATUTES OF THE INTERNATIONAL KODÁLY SOCIETY

I. GENERAL PROVISIONS

1. The name of the Society
The name of the Society shall be: International Kodály Society (IKS).

2. The seat of the society
The Seat and Executive Office of the Society shall be at Budapest, Hungary.
Address: 1149 Budapest, Róna u.120-122.

3. Aims of the society
The aims of the International Kodály Society shall be the world-wide propagation of the musical, educational and cultural concepts associated with Zoltán Kodály for the benefit of music generally and in particular for the educational advancement of children and youth. The Society shall serve as an international forum for all who are active in the spirit of the Hungarian master as composer, scholar and educator.

4. Functions and powers
4.1. To achieve these aims the Society shall have power to undertake such activities as shall in its opinion promote the objectives of the Society.
4.2. Without limiting the foregoing, international, national and regional conferences may be organized under the auspices of the IKS, it may assist members with the publication and distribution of relevant materials, it may publish books, CDs and other materials including a Bulletin, to serve as a channel of communication for scientific research, musical composition, performance, teaching, and such other matters as pertain to the work of the Society.
4.3. The Society stands ready to advise and assist government and private agencies, educational and pedagogical institutions, school authorities, etc. with respect to theoretical and practical matters which arise in the adaptation of the work of Zoltán Kodály to national, regional or local conditions.
4.4. The Society welcomes active co-operation with other organizations of related interest, e.g. UNESCO or the International Society for Music Education.
4.5. The Society shall operate on a non-profit basis. It might only pursue any entrepreneurial activity as a secondary activity, directly connected to the aims of the Society.

5. Scope of the Society: International

II. MEMBERSHIP

The Society is made up of Individual and Institutional Members from all over the world, regardless of their nationality, who are devoted to the Society's aims.
The Society does not set any further requirements for those members-to-be who share its aims.
The members of the Society enjoy the same benefits and are bound by the same obligations.
Individual members exercise their rights personally. Institutional members exercise their right via a representative.
Membership rights are non-negotiable and non-inheritable.
Members are not accountable – beyond paying the membership fee – for the debts of the Society.
The personal details of the members are not public.

1. Establishing membership:
Membership is established after acceptance by the General Assembly.

2. Rights and obligations of members:

A. Individual Members
Rights of Individual Members:
A.1. Individual Members are invited to take part in the activity of and attend events organized by the Society.
A.2. They have the right to vote and to be elected.
Obligations of Individual Members:
A.3. They have the duty of paying the membership fee.
A.4. They should fulfill their obligations defined in the Statutes.
A.5. They should not endanger the aims and the activities of the Society.

B. Institutional Members
Institutional Members are organizations or institutions having similar objectives as the IKS.
Rights of Institutional Members:
B.1. Institutional Members will appoint within their organization a person representing them, holding a mandate to vote and be elected.
B.2. Institutional Members may seek affiliation.
B.3.1. Affiliation can be as National Institutional Member or Local Institutional Member.
B.3.2. To obtain affiliation, they have to apply, and fulfill the conditions for affiliation as described in chapter III. (Affiliation).
Obligations of Institutional Members:
B.4. They have the duty of paying the membership fee.
B.5. They should fulfill their obligations defined in the Statutes.
B.6. They should not endanger the aims and the activities of the Society.

3. Termination of membership:
The membership is terminated by:
3.1. cancellation by the member;
3.2. termination by the Society;
3.3. exclusion of the member;
3.4. death or termination without successor of the member.
Members can terminate their membership at any time without justification, by a written statement sent to the representative of the Society.
These Statutes stipulate an obligation of paying a membership fee. If a member fails to fulfill this obligation, the Society may terminate their membership with a 30-day written notice. The notice is decided by the General Assembly.
In case a member seriously or repeatedly infringes the law, the Statutes or decisions of the General Assembly, or acts in a way which is not in line with the aims of the Society, the General Assembly – at the initiative of any member or institution of the Society – may exclude this member.
The exclusion decision must be put in writing and justification should be given. The justification should contain the facts and proofs pertaining to the exclusion, and information about possibilities of appeal. The member should be informed about the decision of exclusion.
The member may submit – if justified – a written appeal against the decision of exclusion.
The appeal shall be assessed within 30 days by the Board. The justified decision (affirming or discarding the cancellation) shall be sent to the member in writing.

III. AFFILIATION

Affiliation can be as:
a) National Institutional Member
b) Local Institutional Member.

1. Affiliated National Institutional Members
1.1. Affiliated National Institutional Members are organizations that have similar objectives as the IKS and represent a country nationwide.
1.2. They have to meet the following criteria:
a) to be organized as a democratic society
b) have their statutes in line with those of IKS
c) be an organization that is open to membership
d) hold regular general assemblies and elections
e) make sure that their President is an Individual Member in good standing of the IKS.
1.3. Only one organization per country can be recognized as ‘Affiliated National Institutional Member’.
1.4. Affiliated National Institutional Members have the duty to send an annual report on their activities to the Board of IKS and to encourage their members also to become members of IKS

2. Affiliated Local Institutional Members
2.1. Affiliated Local Institutional Members are organizations or institutions that have similar objectives as the IKS but do not represent a country nationwide.
2.2. Their professional standard has to meet the quality required by the IKS.

IV. ORGANIZATION

1. General Assembly

1.1. Individual members exercise ultimate control over the affairs of the Society meeting in the General Assembly.
1.2. The members will receive an invitation to attend the meeting on the website of the Society in an outstanding and “IT-verifiably way”, mentioning the venue, the date and time as well as the Agenda of the General Assembly, at least 2 months prior to the date of the meeting.
At the same time when the invitation is published on the website, the members should receive the invitation in an electronic message as well (the receipt of which can be confirmed), mentioning the venue, the date and time as well as the Agenda of the General Assembly.
The venue of the General Assembly is – according to the Main rule – the headquarters of the Society in even years, and the venue of the symposium in odd years. The venue of the General Assembly must be noticeably shown in the invitation, published on the website of the Society. Requests for changes in the Agenda or additional points to the Agenda have to be sent in writing – with justification – at least 1 month prior to the date of the meeting.
It is the right of the Board to decide on any changes or additions to the Agenda. If the Board does not decide on a submission or rejects it, the General Assembly shall decide on it before accepting the Agenda. The General Assembly starts by the election of the officers, namely the Chair and the tellers (2 persons). .
1.3. The Board should convene the General Assembly if
a) the assets of the Society do not cover its debts;
b) the Society presumably will not be able to pay the debts on the due date; or
c) the fulfillment of the aims of the Society is in danger.
In such a General Assembly the members should take steps to resolve the situation which necessitated the meeting, or to decide on the termination of the Society.
1.4. The General Assembly has a quorum if at least 50 % of the membership plus 1 person are present. If the General Assembly does not have a quorum, a new General Assembly can be announced for the same day one hour later, with the same agenda. This General Assembly shall then have a quorum for the issues of the original agenda irrespective of the number of members present bearing voting rights.
When making a decision, a person cannot vote, if they:
a) would become exempt of an obligation or responsibility by the decision or would benefit in another way by the decision on the detriment of the Society;
b) will be contracted by virtue of the decision;
c) will be sued on the basis of the decision;
d) have a relative interested in the decision, who is not a member or founder of the Society;
e) are in an influential contact with another organization interested in the decision; or
f) are otherwise personally interested in the decision.
1.5. It falls within the competence of the General Assembly to:
a) create and amend the Statutes,
b) decide in questions related to an eventual fusion with another society or the dissolution of the Society, based on the submission of the Board, overseen by the Committee of Supervisors.
c) elect, recall and define remuneration for the executive officers;
d) ratify the yearly budget;
e) ratify the annual report containing the financial report;
f) exercise employer’s right in relation to the executive officers if they are employed by the Society;
g) approve any contracts that the Society signs with its own member, executive officer, member of the Committee of Supervisors or their relatives;
h) decide on eventual claims against present or former members of the Society, executive officers and members of the Committee of Supervisors or members of other organizations;
i) elect the members of the Committee of Supervisors, their eventual recalling and remuneration;
j) if need arises, elect, recall and define remuneration for an elected auditor; and
k) appoint a liquidator.
1.6. The General Assembly may with a simple majority, by open voting:
a) ratify the election of the members of the Board,
b) disallow any of the decisions of the Board,
c) order extraordinary elections if the current Board would fail in its duties,
d) decide in all other matters referred to its exclusive competence by the Statutes.
1.7. Three-fourth majority, open voting is needed for the following:
a) to create and amend the Statutes,
b) to modify the aims of the Society,
c) to decide in questions related to an eventual fusion with another society or the dissolution of the Society.
1.8. 50% of the General Assembly + 1 person are needed to demand, if judged to be necessary, a ‘secret voting’.
1.9. An extraordinary General Assembly can be called together on a joined demand of at least 50 members.
1.10. All members of the Society have the right to attend the General Assembly, to elect, to take the floor, ask questions, make suggestions and remarks, according to the regulations.
1.11. The General Assembly is not open to the public, attendance is restricted to the members, the officers, and those who were invited by the Board or have the right to attend based on a decision of the General Assembly.
1.12. The Minutes of the General Assembly should record all items on the Agenda, the process and results of voting and the decisions made.
1.13. The decisions of the General Assembly should be posted on the website of the Society within 30 days.

2. Board of Directors

2.1. The Society shall have a Board of Directors consisting of a President, two Vice-Presidents, a Secretary-Treasurer and three Directors. Members of the Board of Directors shall be elected by the General Assembly from among its members for a period of four years.
2.2. Mrs Sarolta Kodály shall be invited to be the Honorary Life President of the Society and a full voting member of the Board.
2.3. The immediate Past President shall be a member of the Board with full voting rights.
2.4. Five members of the Board present shall constitute a quorum of the Board.
2.5. In case of absence during a board meeting the duties of the President are carried out by one of the Vice-Presidents and the duties of the Secretary-Treasurer by one of the Directors.
2.6. In case of permanent absence the position of the President is assigned to one of the Vice-Presidents and the position of the Secretary-Treasurer to one of the Directors by a simple majority vote of the Board. The assignment is for the duration of the original mandate or till the General Assembly can appoint a new President and/or Secretary-Treasurer.
2.7. In case of permanent vacancy of at least four of the positions of the Board, extraordinary elections will have to take place.
2.8. The Board is charged with the conduct of the Society's activities subject to these Statutes and to the directions of the General Assembly. The Board shall report regularly to the General Assembly, answer questions about the Society, report on the activities and financial situation of the Society.
2.9. The Board shall meet at least once a year.
Board members should receive the invitation to the Board meeting in an electronic message, the receipt of which can be confirmed. The invitation should include the venue, the time and the agenda.
The Board may also meet using electronic devices. In this case the identification of the Board members and their unhindered interactive communication must be ensured. This type of meeting may be conducted by online video conference or using peer-to-peer IP-phone network. The proceedings of the meeting and the decisions should be noted in minutes in a controllable way, and must be made accessible to the Board within 8 days.
2.10. The Board makes decisions by a simple majority vote.
2.11. When making a Board decision, a person cannot vote, if they:
a) would become exempt of an obligation or responsibility by the decision or would benefit in another way by the decision on the detriment of the Society;
b) will be contracted by virtue of the decision;
c) will be sued on the basis of the decision;
d) have a relative interested in the decision, who is not a member or founder of the Society;
e) are in an influential contact with another organization interested in the decision; or
f) are otherwise personally interested in the decision. .
2.12. The Board may make by-laws to regulate the conduct of the Society's affairs.
2.13. The Board shall appoint working committees ad hoc, as needed, to deal with specific aspects of the Society's affairs.
2.14. There shall be an Executive Secretary appointed by the Board, who shall serve on the Board ex officio as a non-voting member.
2.15. It is the responsibility of the Board:
a) to follow the day-to-day activity of the Society, to make decisions within its remit;
b) to prepare the reports and present them to the General Assembly;
c) to prepare the yearly budget and present it to the General Assembly;
d) to handle the assets of the Society, to make and execute decisions - not belonging in the responsibility of the General Assembly - about the use and investment of the assets;
e) to prepare the formation of the Society’s committees and the election of the officers;
f) to convene the General Assembly and inform the parties concerned;
g) to define the Agenda of the General Assembly;
h) to participate in the General Assembly and answer questions relating to the Society;
i) to keep records of the membership;
j) to keep records of the decisions, official documents and other books of the Society;
k) to safeguard the documents relating to the functioning of the Society;
l) to examine the eventual reason for the dissolution of the Society and if it arises, to take the steps prescribed by the law; and
m) to maintain solvency, and in case of foreboding insolvency to take or initiate the necessary steps, keeping in mind the interests of creditors.
2.16. Regulations about eventual exclusion and conflict of interest in case of Board members:
Board member may only be a person who is:
a) 18 years of age or more;
b) not hindered in their capacity to fulfill the job;
c) not banned from public affairs;
d) has not been convicted to prison by order of a court in connection with a criminal act;
e) has not been banned from any activity by order of a court;
f) has not been banned from a position of executive officer;
g) has never been a leading officer of any public benefit organization
- which was cancelled without successor, without settling its tax and customs debts,
- which accumulated considerable tax debts,
- which had legal actions against it by the state tax and customs office,
- the tax number of which was suspended or cancelled by the state tax and customs office
h) does his/her duties as a board member personally.
2.17. A Board member’s mandate is terminated:
a) when the duration of the mandate is over;
b) in case of a conditioned commission when the condition is met;
c) by recalling the member;
d) by the resignation of the member;
e) by the death of member or termination without successor;
f) if the member is hindered in their capacity necessary to fulfill their tasks;
g) if an excluding cause or a conflict of interest arises concerning the member.
2.18. The members of the Society may recall the Board members at any time, without justification.
2.19. Board members may resign from their positions at any time, by a statement addressed to the Society, another executive officer of the Society or the General Assembly.
2.20. If the functioning of the Society requires it, the resignation will come into effect by appointing or electing a new Board member, lacking this, at the latest, on the sixtieth day from the resignation..

3. Committee of Supervisors

3.1. It is the responsibility of the Committee of Supervisors:
a) to continuously supervise the administration, assets handling and financial activities of the Society.
b) to supervise the execution and respect of the legal requirements, the Statutes and the decisions of the General Assembly.
The three members and two alternates of the Committee of Supervisors are ratified by the General Assembly at the same time as the Board. A member of the Board or the Executive Secretary cannot be a member of the Committee of Supervisors.
3.2. Regulations about eventual exclusion and conflict of interest in case of the members of the Committee of Supervisors:
Committee of Supervisors member may only be a person who is:
a) not a Board member;
b) 18 years of age or more;
c) not hindered in their capacity to fulfill the job;
d) not banned from public affairs;
e) has not been convicted to prison by order of a court in connection with a criminal act;
f) has not been banned from any activity by order of a court;
g) has not been banned from a position of executive officer;
h) has never been a leading officer of any public benefit organization
- which was cancelled without successor, without settling its tax and customs debts,
- which accumulated considerable tax debts,
- which had legal actions against it by the state tax and customs office,
- the tax number of which was suspended or cancelled by the state tax and customs office.

V. ELECTIONS

Elections shall be held every two years for the renewal of half of the members of the Board and the Committee of Supervisors. Terms of office shall be for four years.

1. Election Committee
1.1. The conduct of the elections shall be in the hands of an Election Committee (EC), appointed by the General Assembly.
1.2. The EC shall consist of three members of the Society, one of whom shall be designated as the chairperson. The EC shall represent a broad geographical distribution of membership.
1.3. No member of the present Board can be a member of the EC.
1.4. Members of the EC cannot be candidates for the current elections.
1.5. Upon request of the EC the membership has the right to nominate any member in good standing for a position in the Board or the Committee of Supervisors, except members that hold a mandate in the current EC.
1.6. If necessary the EC may add more candidates to provide a broader choice.

2. Extraordinary elections
Extraordinary elections are to be carried out if the organization of the Society can no longer be ensured by the current Board or if the General Assembly orders it.

VI. MANAGEMENT

1. The business management of the Society shall be discharged by the Executive Secretary who shall direct the Executive office, and shall represent the Society in legal and financial matters.
2. The Executive Secretary shall represent the Society independently in general, for 4 years from her/his election.
3. The Executive Secretary shall report to the Board.
4. The Executive Secretary, with the consent of the Board may seek professional aid if the organization of the Society requires so.

VII. DUES AND FINANCIAL RESOURCES

1. Individual and Institutional Members pay the annual membership fee. For promotion of the Society, the Board may exceptionally waive the fee of Individual Members.
2. The membership fee for a year is set by the General Assembly every year.
The membership fee is permanently published on the website on the Society.
Membership fees must be paid until 31 December the latest for the year in question, by bank transfer to the bank account which is published on the website of the Society, or by banking card in the webshop of the Society.
3. Any member who fails to renew his/her membership fee shall be called upon in writing to fulfill his/her duty within a set deadline. Not meeting that deadline will result in termination of the membership by notice.
4. The Board may fix charges for the Society's publications and activities.
5. The Board may solicit and accept money and other assistance for the Society's activities from outside persons, institutions and governments.
6. The Board may accept donations.
7. The incomes from membership fees, publications, outside resources and donations, and eventually from secondary entrepreneurial activities – directly linked to the realization of it aims – and funds won in tenders constitute the assets of the Society.
8. The Society may solicit donations. This activity may only be done with written authorization by the Society, and cannot disturb the donors or other persons, or violate human dignity.
9. The expenses of the Society:
a) expenses directly connected to the basic activity;
b) expenses directly linked to the entrepreneurial activity (providing service);
c) operating expenses of the Society (including administration costs and other indirect costs), as well as the depreciation and amortization of immaterial goods and objects used in several activities;
d) other costs which do not belong under points a)-c).
10. The Society’s incomes and expenses (costs) are recorded separately, according to the accounting regulations. The bookkeeping of the Society should follow the accounting rules relevant to it.
11. The Society may only take a loan or undertake obligations to the extent which does not endanger its basic activity and maintenance of its operation.
12. The Society should prepare a report on its activities, assets and financial situation after the close of the business year, with the last day of the business year or the day of dissolution as the sheet day, deposit it according to the regulations, and made it accessible on its website (until the publication of the date referring to the second business year following the present publication). The bookkeeping of the Society is done in Hungarian language, in Hungarian Forint currency.

VIII. FUSION OR DISSOLUTION OF THE SOCIETY

1. Cessation of the Society with successor:
The Society may not be transformed into another legal entity, it may only fuse with another association or may only separate into associations.
2. Cessation of the Society without successor:
The Society shall cease to exist if:
a) its dissolution is decided by a three-fourth majority of the General Assembly;
b) it is dissolved by or declared defunct by the court;
c) the Society completed its aims or the realization of the Society’s aims has become impossible and a new aim has not been defined;
d) the membership of the Society is less than ten persons for a period of six months.
In the event of dissolution – without successor - and after all legal arrangements concerning the social and financial implications of the dissolution with regard to the Society’s creditors and those employed by the Society have been settled, the remaining assets shall be donated to the Hungarian Kodály Society organization with the stipulation that the money should be used for awarding scholarships.
In case the Hungarian Kodály Society organization does not accept or cannot acquire the remaining assets, the court where the Society is registered shall give them to an organization stipulated by the law.
After the cessation of the Society without successor a claim may be registered – within a year from the date of the deletion by the court – by a member or other party for whom the remaining assets had to be given, or should have been given if there had been assets, against the executive officers if they caused harm in their capacity as officers.
If the Society ceases to exist without successor, the creditors may submit a claim to the extent of their unmet demand against the executive officers of the Society according to the liability rules concerning harm caused outside of contract, if, after a foreboding insolvency situation they did not respect the creditors’ interests. This rule does not apply in case of bankruptcy. .

IX. AMENDMENT

The Statutes may be amended by a three-fourth majority of the General Assembly on a motion submitted to the membership at least two months prior to the meeting of the General Assembly.

X. MIXED PROVISIONS

1. The official languages of the Society shall be Hungarian and English. Other languages shall be used as and when the need arises. Because English is an official language of the Society there will also be an English translation of the Hungarian Statutes. However, in legal matters only the Hungarian text is applicable.
2. The Seal of the Society shall be a round seal with the circular inscription: International Kodály Society.
3. For use with Hungarian banks there shall be a round seal with the same inscription surrounding the number 1975.
4. The present Statutes should be interpreted with regard to the Society’s aims.
5. In questions not regulated in these Statutes Act. V of 2013 and Act CLXXV of 2011 are applicable.