ARTICLES OF ASSOCIATION

 “ASSOCIATION OF GREEK TOURISM ENTERPRISES”

 (As amended by the 21st Ordinary General Assembly, 29.05.2013)

 ESTABLISHMENT – TITLE – REGISTERED OFFICE – SCOPE

 ARTICLE 1

An Association is hereby established; the Association’s organisation, operation, administration and activity in general shall be governed by these Articles of Association and the provisions of the Civil Code and other relevant legislation.

 ARTICLE 2

The trade name (title) of the Association shall be: "ΣΥΝΔΕΣΜΟΣ ΕΛΛΗΝΙΚΩΝ ΤΟΥΡΙΣΤΙΚΩΝ ΕΠΙΧΕΙΡΗΣΕΩΝ - Σ.Ε.Τ.Ε.". The Association shall use the above title in English translation, i.e. “GREEK TOURISM CONFEDERATION” in its international relations.

ARTICLE 3

The Association’s emblem shall be determined by the Board of Directors.

The Association’s official stamp shall be round, with the emblem in the centre and the title printed around the logo, together with the Association’s year of establishment.

 

ARTICLE 4

 The Association’s registered office shall be in the city of Athens. Depending on the Association’s operational needs and following a decision made by the Board of Directors, the Association shall be entitled to establish branches or offices and/or appoint representatives in any other part of Greece or abroad.

 ARTICLE 5

Α. The Association’s objectives shall be as follows:

a) Study, protection and promotion of the position and contribution of tourism to the National Economy and the cultural environment of the country, in particular:

1) Research and study of the particularities of Greek tourism, especially with respect to the protection and the promotion of the country’s historical and natural environment.

2) The study of tourism policy and tourism applications and the submission of relevant proposals to the competent authorities for the adoption of measures and rules aiming at the provision of high quality tourism services.

3) Active involvement of the Association in the promotion of Greece and Greek tourism.

b) Study, protection and promotion of the moral, professional and economic interests of the Association’s Members and the development of a spirit of solidarity and mutual support between its Members.

c) Representation of the Association’s Members in Greece and abroad.

d) Participation in organisations, associations, chambers of commerce, societies and events in Greece and abroad pursuing the same or a similar scope or relating to the scope pursued by the Association.

e) Provision of scientific, organisational or administrative support and assistance of any nature (technical, professional, educational, organisational etc, special advice and opinions) in Greece or abroad, concerning and/or contributing to the enhancement of the tourism sector and tourism enterprises.

f) Institution of rules of ethics and conduct for the protection of consumers and for safeguarding the quality of tourism enterprises and the spirit of cooperation between the Members of the association.

B. The Association shall pursue the objectives described in this article, in any legal and suitable way.

 

MEMBERSHIP - RIGHTS AND OBLIGATIONS

 ARTICLE 6

The Association shall be consisted of Ordinary, Associate and Honorary Members.

A. Ordinary Members can be:

1. Natural or legal entities involved in tourism enterprises operating under private economic criteria, in accordance with the rules of the private sector of the economy, and in particular: a) hotels; b) travel and tourism agencies; c) car rental and tourism land transport enterprises; d) marine tourism and yachting enterprises; e) airlines and tourism air transport enterprises; f) other tourism enterprises whose turnover is affected significantly by the Greek tourism flow. For business sectors not belonging to the above categories, a decision of the Association's Board of Directors is required for classification as a tourism sector.

2. Legal unions of the aforementioned enterprises (under A.1) and umbrella organisations (associations of associations).

B. The founding Members of the Association shall be considered ordinary Members ipso facto, simply through participation in the Association’s Establishment Assembly and by signing the Association’s Act of Establishment.

C. The Board of Directors may issue a decision nominating the ordinary Members of the above (under A.2) associations of enterprises and for as long as they maintain the capacity of ordinary Member of such associations, which may contribute to the fulfillment of the objectives of the Association, and also unions of natural entities pursuing the same or similar objectives to those of the Association and can contribute to the fulfillment of the Association’s objectives, as Associate Members.

D. The Board of Directors may decide to appoint Honorary Members who shall only be natural entities that have offered valuable services for the development of the tourism sector in Greece.

E. The Association shall keep a special register of its Members, bearing the member’s trade name, their representative to the Association, the field of activity and the year of operation or establishment.  Any change of representative shall be valid before the Association, provided that the change is notified in writing.

 

ARTICLE 7

A. The registration procedure for ordinary Members shall be as follows:

a) The candidate new Member shall submit an application to the Board of Directors of the Association, together with all the relevant documents and information necessary for the operation of the tourism enterprise, and nominations by two (2) ordinary Members of the Association. The Board of Directors shall be entitled to set a minimum time of operation for the tourism enterprise but this shall not be more than three years. If the candidate new Member is an association, the submission of a simple copy of such association’s articles of association and a copy of the register of Members or a similar book shall be required.

b) The Board of Directors may request additional information from the candidate Member with respect to their activity.

B. The Board of Directors shall reject the membership of a candidate new Member if:

a) The candidate new Member is unable to prove that they fulfil the terms of article 6 of these articles of association.

b) The Board of Directors is informed that the candidate new Member does not observe the rules of ethics and conduct that are defined by the valid Code of Ethics and is unable to prove that they are able to observe them in the future, or that the candidate new Member violates the laws or licenses and approvals of the Greek Authorities in such a way that their participation in the Association would have an unfavourable impact on the fulfilment of the Association’s objectives.

C. The Board of Directors shall decide on the membership of new Members, by a majority of 2/3 of the Members present, following a proposal submitted by the General Secretary or the relevant authorised Board Member.

 

ARTICLE 8

A. Violation of the legislation concerning associations, irrespective of any penal or other legal sanction foreseen, and violation of the provisions of these Articles of Association and the Code of Ethics, shall constitute disciplinary misconduct before the Association and entail the following sanctions:

1) Temporary suspension

2) Definitive suspension, in accordance with the terms of article 88 of the Civil Code.

The above sanctions shall be imposed, following a proposal submitted by the Board of Directors, by decision of the General Assembly which shall be taken with a majority of 3/4 of the votes represented at the General Assembly. The appeal of article 88 of the Civil Code may be lodged against the decision for definitive suspension.

B. A Member may be stricken off the Association’s list of Members, as per article 9 of the Articles of Association, due to a failure to settle their financial obligations to the Association for six months, and also if a Member has ceased to operate a tourism enterprise, and for ordinary class “f” Members in particular, if the enterprise’s turnover has ceased to be affected significantly by the country’s tourism flows. In such cases, the removal from the register shall be decided by the Board of Directors by simple majority.

 ARTICLE 9

The Association shall have ordinary and extraordinary funds, as follows:

A. Regular funds:

1. The revenue earned from the Association’s assets.

2. Annual subscriptions and the joining fee paid by its ordinary Members; these fees shall be defined by decision of the Board of Directors and shall be approved by the General Assembly.

Following a decision made by the Board of Directors, it shall be possible to increase or decrease the joining fee and the annual subscription paid by ordinary Members. However, this decision of the Board of Directors shall be submitted for approval to the next General Assembly.

Members who fail to settle their subscription for a period exceeding six months shall be stricken off the list of Members, following a decision made by the Board of Directors, after at least 30 days’ written notification.  Members stricken off the list of Members for the above reason may return to the Association following the submission of an application, and in this case the provisions of article 7 of these Articles of Association shall apply.

B. Extraordinary resources are extraordinary contributions granted voluntarily by the Members or imposed by the General Assembly, or donations, legacies, and any other income reverting legally to the Association’s Treasury.

 

ARTICLE 10

A. All ordinary Members shall have the right to vote, provided that on the day of the elections they must have fulfilled their financial obligations to the Association.

Β. Only natural entities shall be entitled to be elected, provided that (a) they are fully able to carry out legal transactions; (b) both they themselves and the Member – legal entity – that they represent have fulfilled their financial obligations to the Association by the deadline for submitting candidacies, as stipulated in par. A, article 18; and (c) one year has lapsed since they were recorded in the register of Members, but associations and umbrella associations (associations of associations) are expressly exempted from this time limitation. The right to be elected is personal and therefore cannot concern more than one capacity in the same natural person, such as in the case of several legal entities represented by the same natural entity.

C. For persons whose citizenship has been suspended ipso facto or by court decision, for as long as such suspension lasts, bankrupted companies, and companies that have been declared as having entered a bankruptcy procedure and their receiver, the right of vote and election shall be suspended. If the above persons have previously been elected Members of the Board of Directors, they shall lose their position ipso facto.

 

ASSOCIATION INSTRUMENTS – OPERATION – ADMINISTRATION

GENERAL ASSEMBLIES

 ARTICLE 11

The General Assembly of Association Members shall constitute the supreme and dominant instrument of the Association and its decisions that are made legally shall be binding for all the Members of the Association.

 

ARTICLE 12

All the Members of the Association shall convene at an Ordinary General Assembly once a year, in the first six months of the year, at a place and date to be established by the Board of Directors, in order to hear the Board of Directors, which shall present its report for the previous year and a plan of action for the following year, and shall submit the results for the closing year and the following year’s budget for approval. The items on the agenda shall be determined by the Board of Directors.

 

ARTICLE 13

The Members of the Association shall be represented at General Assemblies as follows:

Single person enterprises shall be represented by their owner or a duly authorized representative; Companies, Associations and other legal entities shall be represented by their legal representative or by a legally authorized representative appointed by their management.

All representations shall be notified in writing to the Association’s Board of Directors; however, no person may represent more than one vote, unless the representative is also an ordinary Member, in which case such representative shall be entitled to their own vote.

 

ARTICLE 14

A. Invitations to convocations of the General Assembly shall be sent by the Board of Directors via registered post or e-mail to the Association’s ordinary Members at least fifteen (15) days prior to the date of convocation. The invitations shall mention the items to be decided on by the General Assembly, which cannot decide on issues that are not included on the agenda of the Assembly, and the date of submission of candidacies shall be determined provided that elections are on the agenda.

B. The General Assembly shall have a quorum if at least one half plus one of the total number of Members, who, according to paragraph B of article 15 of the Articles of Association, have the right to participate in it, are present. If a quorum is not achieved at the first meeting, the General Assembly shall convene once more on the same date, on another time and at the same place or within eight (8) days at the time and place mentioned in the invitation, without requiring a new convocation, and it shall be deemed that a quorum is achieved if any number of Members are present, apart from the cases mentioned in article 33 of the present.

C. The decisions of the General Assembly relating to elections, the election of collective instruments, issues pertaining to confidence or personal issues, approval of accountability, election of representatives to an association, levy of extraordinary contributions, change in name, amendment of the Articles of Association, merger and creation of an association, joining or leaving an association, and anything else determined by law, shall be made by secret ballot. With respect to any other issue, the decisions of the Assembly of Members shall be made by nominal call, but never by acclamation.

D. After listening to the report of the Board of Directors and the Auditors’ report, the Ordinary General Assembly shall decide on the accounts for the previous year and budget (income and expenses) for the following year.

E. Decisions of the General Assembly that violate the provisions of this article shall not be valid.

F. The decisions of the Assembly shall be recorded in the Book of Minutes of General Assemblies that is foreseen by article 32 of these articles of association and shall be signed by the members of the Returning Board of article 15, paragraph A of these articles of association.

 

ARTICLE 15

A. The Chairman of the Board of Directors or, if incapacitated, one of the Vice-Chairmen shall temporarily chair General Assemblies, until the General Assembly has elected the definitive Chairman, a Secretary and a Teller, who shall constitute the Returning Board.

B. In order to participate to General Assemblies, the Members of the Association are required to have fulfilled all their financial obligations stipulated by the Articles of Association.

C. Only the ordinary and founding (ordinary) Members shall be entitled to vote.

 

ARTICLE 16

Α. If a secret ballot is required, the General Assembly shall elect a Returning Board, which shall keep the order and supervise so that the elections are carried out in accordance with the provisions of Law and the Articles of Association, and shall decide temporarily on any contestation arising or objection submitted.

B. In the event of elections, the Returning Board shall draft minutes to which a list must be attached with the Members who voted. These minutes shall be signed by all the Members of the Board and shall be delivered by the Chairman to the Association’s Board of Directors.

A copy of the minutes drafted by the Returning Body shall be given by the Board of Directors to all Members of the Association within three days of submission of a relevant application.

 

ARTICLE 17

Extraordinary General Assemblies shall be convened either when considered necessary by the Board of Directors or when requested in writing by one fifth (1/5) of the ordinary Members that have fulfilled their financial obligations at the time of submission of the application, mentioning the items for discussion. In this case, the Board of Directors shall convene an Extraordinary General Assembly as soon as possible, according to the procedure of article 14, par. B.

 

BOARD OF DIRECTORS

ARTICLE 18

A. The Association shall be managed by the Board of Directors comprising of 22 Members, 19 of which shall be elected by the General Assembly, together with the same number of replacements, from among the Association’s ordinary Members, if such Members are natural entities, and from among the legally authorized representatives of ordinary Members, if such Members are legal entities.  The other 3 Members shall, ex officio, be the Chairmen of the BoDs of the Hellenic Hotels Federation (HHF), the Hellenic Association of Travel and Tourist Agencies (Η.Α.Τ.Τ.Α.) and the Hellenic Federation of Rented Rooms and Apartments of Greece (S.E.E.D.D.E.).

B. The Board of Directors shall have a three-year term and such term shall be extended ipso facto until the election of a new Board of Directors. The Members of the Board of Directors may be re-elected. If any Member of the Board of Directors ceases to represent the legal entity-ordinary Member of the Association that appointed such representative, their position on the Board of Directors and any office that such person may hold on the Board of Directors shall lapse ipso facto.

C. The election of ordinary and replacement members of the BoD shall be made by secret ballot to the General Assembly. Candidacies shall be submitted in writing to the Board of Directors, on pain of inadmissibility, at least three (3) days prior to the date of the General Assembly whose agenda shall include an item referring to the election of the new board of directors.

D. In order to facilitate the candidates, the secretary of the Association may prepare and give to all interested members printed declarations of candidacy.

E. The outgoing Board of Directors shall draft a single ballot sheet of candidates on the basis of the candidacies submitted legally and the secretariat of the Association shall hand over a sufficient number of ballot sheets and envelopes to the Returning Board, together with one or two ballot boxes.  The elections shall be carried out by the Returning Board, which shall call out the names of those members of the Association entitled to vote and legally participating at the General Assembly asking them to express their preference secretly by placing a cross next to the name of their candidate of choice. Voters shall receive a ballot paper and envelope from the Returning Board and shall vote by placing the closed envelope with the ballot sheet in the relevant ballot box. Voters may select a number of candidates, as many as provided per sector, according to the next paragraph F. Any ballot sheets bearing more crosses or with no crosses shall be invalid. After voting, the ballot box shall be unsealed, the votes shall be counted and the Returning Board shall classify the candidates according to the number of crosses received.  

F. The Returning Board shall announce the 19 candidates with the highest number of crosses and the runners-up who shall fill the positions of replacement members. A quota shall be observed when counting so that successful candidates shall represent all the sectors and categories of members on the basis of the following system:

- The first 7, as regards the number of crosses, from the hotels sector;

- The first 3, as regards the number of crosses, from the tourism and travel agency sector;

- The first 3, as regards the number of crosses, from the a/ maritime transportation sector (yachts - cruisers - coastal shipping etc mass transportation enterprises), b/ coach and private car rental enterprises and c/ air transport.

- The first 2, as regards the number of crosses, from the sector of other tourism enterprises;

- The first 4, as regards the number of crosses, irrespective of the sector to which they belong.

G. The Board of Directors shall consist of a Chairman, up to seven (7) Vice-Chairmen, a General Secretary, a Deputy General Secretary and seven Members. Immediately after the elections, the Board of Directors shall be convened by the oldest of its members, and shall meet for the first time with the participation of the Chairmen of Hellenic Hotels Federation (HHF), the Hellenic Association of Travel and Tourist Agencies (Η.Α.Τ.Τ.Α.) and the Hellenic Federation of Rented Rooms and Apartments of Greece (S.E.E.D.D.E.), and shall elect among its Members, the Chairman, a General Secretary and a Deputy General Secretary. Three (3) Vice-Chairman positions shall be filled ipso iure by the Chairman of the Hellenic Hotels Federation (HHF), who shall also be appointed 1st Vice-Chairman, and the Chairmen of the Hellenic Association of Travel and Tourist Agencies (Η.Α.Τ.Τ.Α.) and the Confederation of Leased Rooms and Apartments Enterprises (S.E.E.D.E.). By virtue of the same decision, one Vice-Chairman shall be appointed to the financial management of the Association (Financial Vice-Chairman) and other, up to three (3) Vice-Chairmen, if the Board deems it necessary. The same Person cannot be elected for the position of Chairman for more than two (2) consecutive or non-consecutive terms.

 

ARTICLE 19

A. Any Member of the Board of Directors who is unable to participate in person at a meeting shall be represented by another Member of the Board of Directors who shall be authorized with a special letter. Nevertheless, nobody may represent more than one Member at the Board of Directors.

B. The decisions of the Board of Directors shall be made with a majority of present and represented Members and shall be recorded in the book of minutes. Minutes drafted in the book, when signed by all the Members of the Board of Directors or their representatives, equals to a decision of the Board of Directors, even if a meeting has not taken place but the decision has been taken by simple signatures.

C. One half plus one of the Members of the Board of Directors shall be required to establish a quorum, of which three shall be present in person, including the Chairman or one of the Vice-Chairmen or the General Secretary.

D. Even if a Member’s seat becomes vacant during the term of the Board of Directors, due to resignation, departure, death or other reason, the Board of Directors shall legally and validly continue the performance of its duties in accordance to these Articles of Association and the law until the completion of its term, provided that the remaining members are sufficient in number to form the quorum.

E. If the Chairman of the Board of Directors resigns or for any other reason cannot continue to perform his duties, the 1st Vice-Chairman convenes a meeting of the Board of Directors, to elect in this special meeting the new Chairman amongst its Members.

F. If all the Members or the number of members required to form a quorum elapse, all regular or founding Members of the Association shall be entitled to request the appointment of a temporary Board of Directors from the competent court, which BoD shall carry out elections as stipulated by law.  

 

ARTICLE 20

A. The Board of Directors shall have all the powers required to manage the Association. The BoD shall convene a General Assembly, prepare and execute the decisions of the GA, aspire at examining and solving, even judicially, any cases assigned to the BoD, elect and appoint assignees, appoint plenipotentiaries with special instructions and revoke the same. Moreover, following a proposal from the Chairman and the General Secretary, the BoD shall appoint the Manager of the Association (who may also be a Member of the Board of Directors), and any other employees, determine their salaries and duties, and any other expenses of the Association and take the measures necessary for placing and safeguarding of the Association's funds. The BoD shall exercise any Association action at law and shall decide on the acknowledgement of definitive third party sub judice claim, the cancellation of a trial through waiver or compromise and the agreement for arbitration with respect to any dispute of the Association before third parties. In general, the BoD shall manage the Association in accordance with the provisions of the Laws and these Articles of the Association.

B. The Board of Directors may decide to assign certain powers of the Board of Directors to an Executive Committee consisting of 5-9 Members appointed by the Board of Directors from among its Members. The decision of the Board of Directors concerning the setting up, powers and competences of the Executive Committee shall also appoint the number of the said Committee’s Members, the names of the Members appointed, details regarding the meetings and the term of the Committee, which shall not exceed the term of the Board of Directors.

The coincidence of the status of Member of the Executive Committee and the statuses of the Chairman, Vice-chairmen or General Secretary shall be permitted.

The Executive Committee shall always act according to the instructions of the Board of Directors and shall report to the same. The Board of Directors may revoke the Members of the Executive Committee and appoint other members or, at any time, declare that the work undertaken by the said Committee has been completed.

C. The Board of Directors may decide, by absolute majority of its members, to draft and approve regulations to regulate matters concerning a/ the Association’s financial management; b/ the signing of contracts for projects, services and supplies; and c/ the organisation of the Association’s administrative department.

 

ARTICLE 21

The Chairman or the legal representative shall represent the Association in all its relations, judicially and extra-judicially, before any Court of any degree and jurisdiction and Administrative Authority and before any legal or natural entity. The Chairman shall conduct the meetings of the Board of Directors, coordinate the works of the Association, supervise the execution of the decisions made by the General Assembly, execute the decisions of the Board of Directors, sign, following a decision of the Board of Directors, any type of contract or agreement and any document on behalf of the Association, sign together with the Financial Vice-Chairman collection notes and payment orders and in general carry out any activity that concerns the smooth operation of all the Association’s services. The same persons are entitled to give the power to other Members of the Board of Directors or employees or third parties to represent the Association.

 

ARTICLE 22

If absent or incapacitated, the Chairman shall be replaced by one of the Vice-Chairmen, and if absent or incapacitated, the General Secretary shall be replaced by the Deputy General Secretary.

 

ARTICLE 23

The BoD trusts the general supervision and the follow-up of all the accounting books and elements provided by the law to a certified accounting firm of A’ class, which uses general accounting and double-entry method (books of 3d category with no visa). The accounting firm shall draft monthly, biannual and annual accounts of cash – banks – receivables and expenses, to be filed for approval to the Board by the Financial Vice-Chairman. The Financial Vice-Chairman supervises the accounting firm, which shall follow the correct drafting of the cashier book and all the other financial books according to the financial laws in force, kept by the accounting department. The General Manager receives any amount by double copy receipts, signed by the Chairman and himself and, in case of absence of the Chairman either by the General Secretary or the Financial Vice-Chairman. The General Manager shall also proceed to every payment by documents signed by the  Chairman and himself and, in case of absence of the President either by the General Secretary or the Financial Vice-Chairman .

 

ARTICLE 24

The Board of Directors shall meet monthly and also whenever considered necessary by the Chairman or as requested by at least three of its Members.

The decisions shall be made by majority of those present and in the event of equality in votes the Chairman’s vote shall prevail.  

 

ARTICLE 25

With respect to the meetings of the Board of Directors, minutes shall be kept in a special book, which shall be signed by the Members present at each meeting.

 

ARTICLE 26

The Members of the Board of Directors shall not be liable for decisions made at meetings where they were not present or represented or at which while present they disagreed and their disagreement is confirmed by the minutes. The minutes of the previous meeting shall be read out and ratified at the beginning of each meeting.

 

ARTICLE 27

Any Member of the Board, who unjustifiably fails to participate at five consecutive meetings of the Board, shall be relieved of their duties by the Board of Directors and shall be replaced by another member who shall be elected as stipulated in article 19, par. D of these Articles of Association.

 

ARTICLE 28

The General Secretary or their replacement shall be present at all the meetings of the Board of Directors, shall be responsible for general supervision of the Association’s offices, shall draft and sign the minutes of the meetings of the Board of Directors, shall keep the seal in the Association’s files, shall keep the register of Members, shall supervise the correspondence, shall draft the report of the Board of Directors and shall process all the Association’s affairs.

 

ARTICLE 29

A. Following a proposal from the Chairman and the General Secretary, the Board of Directors may hire a salaried employee for the Association’s office who shall have the title of Association Manager, and all other staff required for the office, and shall determine their remuneration. The Association Manager shall report to the Board of Directors, shall head, supervise and manage the Association’s office staff, shall determine working hours and staff duties, shall control suitable work execution and shall organise the staff so that it may provide efficient support to the Chairman and the General Secretary of the BoD, and also to the Financial Vice-Chairman for the execution of their duties.

B. The Board of Directors may make decisions assigning to the Association Manager any current management tasks or the processing of ordinary obligations, such as the payment of salaries to the staff and the settlement of obligations with social security organisations; the submission of tax returns and the settlement of tax obligations; the procurement of stationary etc. The same decisions, which may have the form of Management Regulations, shall determine and adjust the amount of cheques issued on behalf of the Association, in order to fulfil the obligations set out in the previous paragraph, for which it shall not be required to observe the formalities of article 23, but for which the Association Manager’s signature shall suffice.  

 

ARTICLE 30

  1. In order to improve the operation of the Association, the Board of Directors may set up special committees, which shall be under their direct supervision and shall act according to the orders of the BoD and on behalf of the BoD. The operation of such committees may be defined by an internal regulation of the Association.
  2. INSTITUTIONS COMMITTEE

A permanent Institutions’ Committee shall operate within the Association with the following scope: a) to provide advice to the President, and through him to the Board of Directors, on issues judged by it to be of special importance to the Tourism and the Association, b) to take advantage of the experience and prestige of its members and c) to draw the attention of the State and the broader society of the cohesion of the Association and the over the years contribution of its prominent members.

The Institutions Committee shall consist of seven (7) members. Members of the Institutions Committee shall be: a) The present Chairman of the BoD and all the former Chairmen of the Association, b) the former Vice-Chairmen of the Associations and c) the former General Secretaries of the Association, who continue to be members of the Board of Directors. In case that the above mentioned persons are more than seven (7), the member with the fewer elections to the Board of Directors shall not participate. In case that two (2) or more members have the same number of elections, the member with the junior registration number in the Association Registry, i.e. the older member, shall participate. In case that the above mentioned persons, either due to the non acceptance of their appointment or the fact that they do not exist, are less than seven (7) the Board of Directors is entitled to appoint other members, if it deems it necessary.

The Institutions Committee shall convene two times per year or whenever invited by its Chairman or after a written petition of 50% of its members plus one (the eventual fraction not to be counted). The Chairman of the Board of Directors may, when he deems it necessary, to ask for the support of one or more of the members of the Committee in issues relevant to the internal operation of the Association, relations with the Public Authorities of the representation of the Association.

 

 

AUDITORS

 

ARTICLE 31

The Ordinary General Assembly shall elect two ordinary and two replacement auditors, which may or may not be Members of the Association, to audit each financial year.

After closure of the Association’s books at 31 December and prior to convocation of the Ordinary General Assembly, the auditors shall audit the accounts for the previous year and shall submit a relevant report to the Ordinary General Assembly after such report has been submitted to the Board of Directors.

 

ASSOCIATION BOOKS

 

ARTICLE 32

A. The Association shall keep the following books:

a) Register of Association Members;

b) Book of Minutes of the General Assembly;  

c) Book of Minutes of the Board of Directors;

d) Treasury Book;

e) Duplicate receipts Book for collections and payment orders.

B. The Chairman of the Board of Directors and the General Secretary shall issue certified copies and/or extracts from the aforementioned books, which copies and/or extracts shall be stamped with the Association’s seal.

C. If it becomes necessary to keep other books, such books may be kept following a decision of the Board of Directors.

 


 

AMENDMENTS TO THE ARTICLES OF ASSOCIATION – DISSOLUTION OF THE ASSOCIATION

 

ARTICLE 33

The Articles of Association shall be amended by the General Assembly following a decision made in the presence or the representation of at least one half of the Members, who, according to paragraph B of article 15 of the Articles of Association, have the right to participate in it, with a three quarters majority of Members present and as stipulated by law.

The General Assembly shall also decide on the voluntary dissolution of the Association but such decision shall require 3/4 of the votes represented at the Assembly. With respect to the existence of a quorum in the above cases, representation of at least one half of the regular and founding Members of the Association, who, according to paragraph B of article 15 of the Articles of Association, have the right to participate in it, at the Assembly shall be required.

In the case of dissolution of the Association, the Association’s assets shall be distributed in the way and under the terms to be determined by the decision to dissolve, in accordance with the law and shall not be distributed among the Association’s Members under any circumstances.

 

GENERAL PROVISIONS

ARTICLE 34

Any eventuality that is not foreseen by these Articles of Association shall be regulated on the basis of the valid provisions of the C.C. and the special legislation on Associations.

ARTICLE 35

A. These Articles of Association, consisting of thirty five (35) articles was initially voted, ratified and signed on 15th January 1992 by the following founding Members:

1) Spiros Kokotos of Fotios,

2) Dia Kapsi of Athanasios,

3) Nikos Daskalandonakis of Ioannis,

4) Theodoros Vasilakis of Eftichios,

5) Konstantinos Koulouvatos of Christos,

6) Stefanos Voulgaris of Spiros,

7) Georgios Tsilidis of Michail,

8) Nikos Aggelopoulos of Spiros,

9) Stilianos Golemis of Dimitrios,

10) Andonis Mousamas of Apostolos,

11) Maria Argirou of Panagiotis, spouse of Ioannis,

12) Emmanouil Papakaliatis of Ioannis,

13) Nikolaos Metaxas of Michail,

14) Ioannis Sbokos of Vasilios,

15) Ilias Kammenos of Panagiotis,

16) Dakis Ioannou of Stelios,

17) Stelios Seferiadis of Aggelos,

18) Vasilis Konstandakopoulos of Konstantinos,

19) Konstantinos Mitsis of Stavros,

20) Georgios Vernikos of Alexandros,

21) T. Grigoriadis,

22) Gina Mamidaki,

23) Emmanouil Tsatsakis of Konstantinos.

 

B. Then the Articles of Association were amended by decision of the Ordinary General Assembly of 12th January 1993 and the relevant amendments were approved by decision no. 2434/1993 of the Athens Court of First Instance and were recorded in the book of associations kept by the Athens Court of First Instance on 20.10.1993.

 

C. The Articles of Association were amended once more by decision of the Ordinary Repeat General Assembly of 8th April 2003 and the relevant amendments were approved by decision no. 4788/2003 of the Athens Court of First Instance and were recorded in the book of associations kept by the Athens Court of First Instance on 22.10.2003.

 

D. Then the Articles of Association were amended by decision of the Ordinary General Assembly of 11th April 2005 and the relevant amendments were approved by decision no. 5943/2005 of the Athens Court of First Instance and were recorded in the book of associations kept by the Athens Court of First Instance on 16.02.2006.

 

E. Then the Articles of Association were also amended on 8th May 2007 by decision of the Ordinary General Assembly and the relevant amendments were approved by decision no. 644/2008 of the Athens Court of First Instance and were recorded in the book of associations kept by the Athens Court of First Instance on 03.04.2008.

 

F. Then the Articles of Association were also amended by decision of the Ordinary General Assembly dated 21.04.2010 and the relevant amendments were approved by order no. 70/2012 of the Athens Court of First Instance and were recorded in the book of associations kept by the Athens Court of First Instance on 23.11.2012.

 

G. Lastly, the Articles of Association were amended by decision of the Ordinary General Assembly dated 29.05.2013.