ARTICLES OF ASSOCIATION
of the Athens-based association by the name of
“Hellenic Fleet Fund – Averof II”.
INCORPORATION – NAME – SEAT
An association is hereby established by the name “Hellenic Fleet Fund – Averof II”, whose registered offices are in Athens at 22 Sismanogliou St., Melissia GR-15127.
The objectives of the Association are:
- To inform, motivate and raise awareness among all Greeks, the Association’s members and society in general, so that they can contribute, as far as they can, to the establishment of a fund for the purpose of purchasing a state-of-the-art frigate to donate to the Hellenic Navy. In addition, it will also be necessary to subsequently contribute to the maintenance, repair, transformation and installation of new weapons systems on the said frigate.
- To engage in non-profit-making activities to support and bolster the establishment of a war fleet for the state.
- To establish a “Hellenic Fleet Fund” based on contributions and donations from members and friends of the Association in Greece and abroad in order to raise money to purchase equipment for the Hellenic Navy.
The association seeks to achieve its objectives using all lawful and equitable means, and in particular the following, by way of indication, through:
- a) the systematic and persistent briefing of its members, public bodies and society in general about issues relating to the Hellenic Navy;
- b) collecting subscriptions from members and, in general, by collecting monies for the Hellenic Fleet Fund by all lawful means;
- c) utilising all potential for national and/or European development programmes to achieve its objectives; and
- d) organising lectures, meetings and other info-events.
REGISTRATION OF MEMBERS
RIGHTS AND OBLIGATIONS OF MEMBERS
In order for someone to register as a member of the Association, a written application must be submitted to the Board requesting that said person be entered in the register of members. This application must state that the applicant unreservedly accepts the provisions of these Articles of Association and the lawful decisions of the General Meeting.
Where it considers the application to be well-founded, the Board shall accept it and shall issue a decision approving the applicant’s entry in the register of members, otherwise it shall reject the application. If the application is rejected by the Board, the applicant may seek recourse to the first Ordinary General Meeting which shall issue a final, irrevocable decision on whether or not to accept the applicant as a member of the Association.
Members of the Association must pay the Association’s treasurer a) a lump sum of €100 for registration fees and b) a monthly contribution of €5. Those amounts may be adjusted by decision of the General Meeting.
Members are obliged to pay their monthly dues in advance. Members are prohibited from participating in the General Meeting if, prior to the start of the General Meeting, they have not paid their dues. A member who delays in paying their monthly dues for a period of six months or more shall be removed by decision of the Board, with the option to re-register when the dues in arrears are paid.
- Each member shall be entitled to leave the Association at any time by submitting an application to have their name removed from the register of members, subject to the obligation to pay any monthly dues in arrears up to the date of removal, and shall have no rights over the Association’s assets.
- A member shall be expelled from the Association by decision of the Board notified to the next General Meeting and approved by decision of the Meeting taken by ordinary majority in the following cases:
- a) Where said Member is indifferent to the payment of the subscription for at least two years, and to the activities of the association and achievement of its objectives;
- b) Where said member infringes provisions of law and does not comply with their obligations under the Articles of Association.
- c) The member who is to be expelled shall be invited to the meeting of the Board when the relevant proposal is discussed.
- d) A member who was expelled shall be entitled to re-register following a more recent decision of the General Meeting.
The Association shall be run by a 7-member Board elected every two years by the General Meeting by secret ballot using ballot papers which include up to five names. All candidates shall be listed on a single ballot sheet. The Board thus elected shall meet at the Association’s offices or at a place to be appointed by the Board and arranged by the Director who achieved a majority, on the Wednesday of the week after the elections were held (said meeting to be held at 15:00 hours), and shall elect a President, Vice President, Secretary General and Treasurer of the Association from among the members of the Board. If there is a tie between the candidates, a draw shall be held. The term in office of Directors shall be two years commencing from the election.
Directors shall be jointly liable to the Association for losses incurred by the Association for: a) violation of the provisions of law, b) infringement of the provisions of the Articles of Association, c) wrongs in carrying out their mandate and d) tort.
A Director who does not participate in the act detrimental to the Association or who opposed the harmful act or decision of the Board shall not be liable. Members of the Board may be removed by the General Meeting by decision taken by secret ballot in accordance with the provisions of Article 17 where there are serious grounds for doing so.
- The Board shall meet at the Association’s offices regularly at 15:00 hours on the first Wednesday of each month and on an extraordinary basis each time the need arises.
- In order to convene an extraordinary meeting of the Board, an invitation from the President or at least two members of the Board must be sent to all members of the Board indicating the items to be discussed.
- The Board shall be quorate where at least four (4) members are present at the meeting.
- Decisions of the Board shall be taken by majority of the members present.
- Ordinary meetings do not require an invitation to be served on each Director, it being sufficient for the President to enter the items on the agenda three days prior to the meeting in the register of minutes of the Board. Derogations from the provisions of subparagraphs 1, 2 and 5 of this Article may be decided on by unanimous decision of the Board from time to time, which is entered in the register of minutes.
The Board shall responsibly manage the Association in line with the laws and the Articles of Association, decide on all matters relating to achievement of the objectives pursued, manage the Association’s assets, take all appropriate measures to address and resolve various issues relating to the Association, implement decisions of the General Meeting, implement the Articles of Association and approve the expenses incurred or planned.
A Director who is unjustifiably absent at more than three consecutive ordinary meetings or who unjustifiably delays in paying his dues for more than three months shall be replaced by the next runner-up for the post of director following a decision of the Board. Where a Director resigns, the President shall ask the next runner-up in the elections (out of the three) to join the Board. Where there are no runners-up, a General Meeting shall be called to elect a new Board.
The President of the Board shall represent the Association before the courts and all public authorities in general, shall chair meetings of the Board but not meetings of the General Meetings, shall announce the start and end of discussions of the Board and General Meetings, shall sign all documents and payment orders along with the Secretary General, and shall also sign the minutes of the Board. Where the President is absent or unable to attend, the Vice President shall act as stand-in for him in respect of all duties under the Articles of Association and the law, and if he is unable to attend, the most senior of the Directors present shall act as stand-in.
THE VICE PRESIDENT
The Vice President shall keep copies of the delivery and acceptance reports for the Association’s documents and assets, which are prepared in accordance with Article 16.
THE SECRETARY GENERAL
The Secretary General shall keep the Association’s files, seal and all books/registers as well as the accounting books and register of members, and shall prepare and sign along with the President the minutes of meetings, payment orders and all documents of the Association. One of the Directors appointed by the President shall act as stand-in where the Secretary General is absent or unable to attend.
The Treasurer shall collect monies by issuing double-entry receipts bearing the Association’s seal and the signature of the party collecting members’ dues and all revenues of the Association in general. The Treasurer shall make all payments based on orders issued after approval of the relevant expenditure by the Board, signed by the President and Secretary General and stamped with the Association’s seal. All payment orders for amounts over €20 must also be accompanied by a payment receipt issued to the beneficiary of that amount; said amount may be adjusted by decision of the Board. The Treasurer shall render account and shall be liable in criminal and civil law for any loss of money or payment made without such payment order, and shall deposit all monies collected from the Association with the Bank, but shall be entitled to have in his possession a sum of up to €100 for any urgent expenses incurred by the Association. This amount may be adjusted by decision of the General Meeting. He shall keep the double-entry receipts and payment orders along with the relevant receipts. Withdrawals of monies deposited at the Bank shall be made by the Fund following a one-off decision issued by the Board. At the start of each quarter a summary statement of the income and expenses for the previous quarter, and at the end of the year a management report (based on which the Board prepares the annual balance sheet), shall be submitted to the Board.
Outgoing members of the Board shall, upon penalty of removal from the register of members of the Association, and without any other claim or prosecution being precluded, be obliged to hand over to their successors by the date of the first ordinary meeting of the new Board documents and assets of the Association held by them, by means of reports which are prepared in accordance with the Articles of Association, which are also signed by the new President.
The outgoing Vice President, or where he is unable to attend, the most senior of the Directors, shall within the same deadline provide the new Vice President of the Association with the documents held by him in accordance with Article 15, by means of a report which is also signed by the new President.
General Meetings of members of the Association shall be either ordinary or extraordinary meetings. They shall be chaired by a member of the Association and not a Director, such person being elected at the start of the Meeting by show of hands. Ordinary General Meetings shall be held once a year, on the first working Monday of the month of …, and on an extraordinary basis each time the Board considers this necessary or where at least 1/5 of the paid-up members so request, by means of written request to the Board setting out the items to be discussed. The Board shall be obliged in the latter case to convene the meeting within ten days at the most from submission of the request. Meetings of the General Meeting shall be held at the Association’s offices, unless the invitation specifies a different venue for it.
Without prejudice to the provisions of Articles 99 and 100 of the Hellenic Civil Code and all other provisions of law which provide for a special quorum of members to discuss and take decisions at meetings, at least one third of all members with voting rights must be present. If there is no quorum at the first meeting, a new meeting shall be convened within 15 days, during which at least one quarter of all members with voting rights shall be present.
Decisions of the Meeting shall be taken by ordinary majority of the paid-up members by a show of hands and never by acclamation.
Any vote at a General Meeting relating to the election of collective bodies and representatives together, to issues of trust in the management team, approval of the account rendered, personal issues in general, removal of specific Directors or removal of the Directors in general shall be invalid if not done in secret.
Decisions of the meeting of members on all manner of elections shall be taken by ordinary majority of those present.
In all other cases of secret ballots, where for the purposes of the General Meeting the presence of up to one quarter (1/4) of all members is sufficient to constitute a quorum, and only that minimum number of members is in fact present, the decisions shall be valid if taken by a three quarters (3/4) majority of those present.
Where the Meeting is interrupted for any reason, it must be repeated at a date and time specified by the General Meeting within seven days.
In order to take a decision to amend the Articles of Association or to wind up the Association, at least half of the members must be present and a three quarters (3/4) majority of those present is required.
Notices for the General Meeting shall be issued by the President and signed by the Secretary General, who shall ensure that they are sent or provided to each of the registered members at least seven days prior to the date set for the meeting. The notice shall set out in detail the place and time of the meeting on the items to be discussed.
At the Ordinary Meeting held in June, the Board, via the President, shall render account pertaining to the activities of the previous year and the report of the Board as well as the treasurer’s report and the report on the management audit conducted by the audit committee shall be read out, on the basis of which the General Meeting shall decide whether or not to approve management and the activities. The General Meeting shall also approve the income and expenses budget for the forthcoming year, which must be prepared by the Board.
At the first General Meeting held every two years, elections shall be conducted to choose the Board and Audit Committee.
Elections shall be held in the presence of a three-member Election Committee elected by show of hands, after all items on the agenda have been discussed. Immediately after taking up its duties, the Election Committee shall check the lawfulness of the ballot sheet and inform the General Meeting of the names of the prospective directors.
Before the start of the vote, the Election Committee shall take up its duties and place the ballot box on a table which shall be sealed with sealing wax or other secure means. Following that, all members present who have voting rights will be provided with a ballot sheet which will show all candidates in alphabetical order and voters will be invited to vote by placing a cross against the name of the candidates. Where the number of candidates is not sufficient to form the Board and Audit Committee, the Election Committee shall distribute blank ballot papers on which each voter shall write the names-surnames of the persons of their choosing. Each voter shall then come forward and place his ballot paper in the ballot box, having first entered his name-surname and register number in the table of voters which is prepared for that purpose. At the end of voting by all members present who have voting rights, the Election Committee shall sort the votes and keep a sorting table for that purpose. After the result is obtained, it shall announce the winners both for the Board and the Audit Committee in order of success. The Election Committee shall prepare a report on the election, the sorting of votes and selection of successful ordinary members of the Board and Audit Committee and shall specify the runners-up, which report shall be signed by the members of the Election Committee and the Chairman of the General Meeting and then delivered along with all the relevant documents relating to the election to whichever of the directors received the majority of the votes, who is present, such handover being done on the basis of a delivery receipt.
THE AUDIT COMMITTEE
Audit and supervision of management of the Board shall be assigned by members of the Association to a three-member Audit Committee elected by the General Meeting in the manner specified above.
The Audit Committee shall supervise and audit the acts of the Board and Treasurer and in particular shall oversee whether they are in accordance with the provisions of law, the Articles of Association and decisions of the General Meeting. It shall be entitled to examine the Association’s documents and books and to request at any time to be shown the Fund’s accounts, to prepare minutes on management of the Board and to submit them to the General Meeting via the Board. At its first meeting after being elected, the Audit Committee shall elect its Chairman who shall direct its business.
The Audit Committee shall keep a register of minutes which shall contain the minutes of its meetings and decisions on the audits carried out and the relevant reports to the General Meeting prepared by it.
The outgoing Chairman of the Audit Committee shall be obliged within a deadline of 15 days from the elections to provide the register of minutes to the member of the new Audit Committee who won the majority of votes.
RESOURCES OF THE ASSOCIATION
The Association’s ordinary resources are those specified in Article 5 hereof, in other words the registration fees and monthly dues of members, and extraordinary resources are interest on capital, donations, bequests and legacies and all other lawful revenues.
The accounting period shall commence on 1 January each year and end on 1 January of the following year. A budget, balance sheet and report shall be prepared for each annual period.
REGISTERS AND BOOKS OF THE ASSOCIATION
The Board of the Association shall be obliged to keep the following books/registers:
- Register of Members
- Register of Minutes of the General Meeting
- Register of Minutes of the Board
- Treasury Register (for collections and payments)
- Register of the Association’s assets showing the Association’s moveable and immoveable assets
The Audit Committee shall be obliged to keep a register of minutes of its meetings.
The Association shall be wound up only if fewer than 10 members remain or if the grounds specified in the relevant provisions of the Hellenic Civil Code and the Law, namely Legislative Decree 1111/1972 on charitable associations, such as a change in the purpose of the association, apply. In all other cases, in order to wind up the Association at least half (1/2) of the ordinary paid-up members must be present at the General Meeting and the decision must be taken by a three quarters (3/4) majority of those present.
Once the Association has been wound up in one of the aforementioned ways, all moveable and immoveable assets remaining after liquidation shall devolve to the “Hellenic Fleet Fund” set up by the Association within three months from its establishment.
The General Meeting shall decide on all matters not covered by these Articles of Association within the limits laid down by the applicable legislation.
The Association shall have a circular seal which bears the words and the year in which the Association was established around the edge, and in the middle the Psara Flag.
The interim management team of the Association shall be obliged within six months from entry of the Association in the relevant register of associations held by the Athens Court of First Instance to hold elections to appoint the Board and Audit Committee.
These Articles of Association comprised of 29 Articles were approved today by the founders and take effect upon approval by the Court.