ARTICLES OF INCORPORATION OF THE ASSOCIATION UNDER THE NAME «ΜΑRΙΕ CURIE FELLOWSHIP GREEK SCIENTISTS ASSOCIATION»

Transcription

1 ARTICLES OF INCORPORATION OF THE ASSOCIATION UNDER THE NAME «ΜΑRΙΕ CURIE FELLOWSHIP GREEK SCIENTISTS ASSOCIATION» CHAPTER A Article 1 Name It is hereby incorporated a non-profit making Association under the name: «MARIE CURIE FELLOWSHIP GREEK SCIENTISTS ASSOCIATION». For its transactions abroad, the Association shall use the foreign title: «ΜΑRΙΕ CURIE FELLOWSHIP ASSOCIATION HELLAS» and in summary «MCFA HELLAS». Article 2 Registered office The association s registered office is determined to be the city of Athens. Article 3 Object The association s object is: 1. The promotion of science in Greece and Europe and the operation in Greece of a branch-office of the European Marie Curie Fellowship Association. 2. The promotion of reputation and verification of the international character of the scientific subsidies Marie Curie of the 12 th Directorate of European Committee, with the purpose to be widely spread. 3. The improvement of the information flow within the frame of the European and world scientific community and the achievement of the utilization of science s research results in industry. 4. The facilitation of circulation and the optimum development of the human resource in the world scientific-research sector. 5. The consolidation in the public of the interest for the scientific achievements of the era and the spreading of achievements of scientific research and technology to the

2 wide public. The public information for the science and its developments order to be advantaged from the potentialities, which these developments offer for the improvement of its level of life. 6. The assistance of any nature to its members order to acquire the European subsidies Marie Curie, within the frame of European and Greek legislation. 7. The association may incorporate legal entities of private law or civil companies, if its presumed that, they shall contribute to its good operation and the achievement of its object, under the term and condition that, same it shall have been resolute from the general meeting Article 4 Members registration The association is consisted from full, associate, coactive and honored members. A) All Greek and foreign subjects, holders of a Degree, may become full members of the association, provided that, they have successfully completed a contract of scientific research of one at least year duration, granted to them from the Committee of the European Union and he is already members of the European MARIE CURIE FELLOWSHIP ASSOCIATION. B) Greek and foreign subjects, holders of a Degree, may become associate members of the association, to whom it has been granted a contract of postgraduate research of one at least year duration from the Committee of the European Union, even if this contract has been suspended, if they are holders of a Marie Curie scholarship, under the term that, they are already associate members of the European «Marie Curie Fellowship Association». The associate members may, upon their application, to be come full members after the completion of the Marie Curie contract and the acquisition of the Doctorate Degree, having previously signed that, they accept the articles of incorporation of the association. Associate members with Doctorate title, the Marie Curie contract of which has been suspended before the completion of one year period, are accepted as full ones by a resolution of the Board of Directors. C) Natural persons who have a proven interest and desire to assist in the achievement of

3 the association s object, but they do not fulfill the terms and conditions to be elected as full or associate members, may be registered as associate members. D) As honored members may be registered natural persons who have provenly offer an internationally recognized important work for the achievement of the association s object. The honored members are elected by the general meeting further to a unanimous proposal of the Board of Directors and is not necessary to fulfill the terms required to be registered as members and are deprived of the right to elect and be elected. In order someone to be registered as members, he files an application to the Board of Directors, mentioning its identity particulars, the year and faculty from which has graduated, his postgraduate and Doctorate titles, Its membership number in the European «ΜΑRΙΕ CURIE FELLOWSHIP ASSOCIATION». The Board of Directors resolute in its first meeting after the application s filing and within a reasonable period of time not exceeding the two months, with the absolute majority of its present members, for the application s approval and the entrance of the candidate member. Due to the scientists movement, the registration and maintenance of the capacity of someone as member in other branch-offices of «MARIE CURIES FELLOWSHIP ASSOCIATION», does not consist an impediment for its registration. Article 5 Rights and obligations of members The full and associate members, provided that, they have been registered in the Association before one month and fulfill their financial obligations to it, are entitled: 1) To be informed for whatever is concern the association s operation, and participate in its meetings and events. 2) To attend and vote in its general meetings 3) To take knowledge of the contents of books and records kept by the association, subject to the term that, they do not impede the operation of its officers. 4) To sue any member not fulfilling its obligations against the association and violates

4 its articles of incorporation Any full and associate member may be elected as an administrative body of the association provided that: 1) It has fulfilled its financial obligations 2) It has been registered as a member three at least months before the elections. The full and associate members are obliged to comply with the terms and conditions of the present articles of incorporation and resolutions of the general meeting and the Board of Directors, to pay their contributions, attend the general meetings and contribute in any way to the success of the association s purposes. Article 6 Loss of the member s capacity The capacity as member is lost: 1) automatically, upon the member s death 2) At any time due to the written resignation of a member, submitted to the Board of Directors 3) When the member is ignoring the fulfillment of its financial obligations towards the association for a period of time exceeding the one year, then it is considered as ipso jure resigned, unless the Board of Directors, by a justifiable resolution, accepts that, it has not lost its capacity as member. 4) When it is deleted due to: - Anti-contractual behavior, impeding the success of its object and periling the association and its members, causing them moral or material damage. - Non compliance with the Board of Directors and the general meetings resolutions - Any misconduct against the other members of the association and any action contradicting to its scientific capacity. - Conviction by penal Court for disgraceful offence The coincidence of the above terms, the existence of which is necessary in order to be crossed out a member, may be eponymously denounced by any full member or to be directly ascertained by the Board of Directors.

5 In case of such a denouncement, the Board of Directors is taken the action required to safeguard the reputation and the good operation of the association, calling in pleading with a registered letter the member, 15 at least days as of its posting. The member is defending itself before the Board of Directors and two full members chosen with lot, is entered in the Board of Directors minutes and is co-signed by the two present full members. Within a period of eight (8) days as of the defense of the accused member, the Board of Directors is called into meeting and having estimated all data, it resolute whether the member will be crossed out or not. The same procedure applies in case the member will not appear before the Board of Directors. In case the liable member shows justifiable grounds in respect with its impediment to appear before the Board of Directors, it may (BD), but it is not obliged, to fix after the respective communication with the member, a new day for its defense, which may not be more than sixty (60) days distant from the previous one. The Board of Directors resolute with regards the cross out of the full member with the majority of the 2/3 of its members, in accordance with the above-mentioned procedure. The Board of Directors may, at its discretion, to proceed with some commendations to the member or suspend its capacity making it inactive for a specific period of time or till the time it shall comply with the terms set by its resolution (e.g. payment of contribution). The crossed-out members may be re-registered pursuant to those mentioned in article 3, that is, with a resolution of the Board of Directors, subject to the term that same will have been approved by the general meeting. Members which have been crossed out or resigned from the European MARIE CURIE FELLOWSHIP ASSOCIATION, are considered as automatically crossed out from this association. CHAPTER C Article 7 Sources 1. The funds of the members registration. 2. The full annual members contribution or other contributions of the members

6 3. The donations of any kind, contributions, legacies, subsidies, revenues from the performance of a research project and contributions from Greek or European Private and public bodies. 4. The income from the exploitation of any movable or immovable property, acquired by the association. 5. The association s income from activities which do not contradict with the Law and the present articles of incorporation (publications, events, shows etc). 6. The extra-ordinary contributions further to a recommendation of the Board of Directors, and approved by the general meeting, order to be faced some special needs or events of the association. CHAPTER D Article 8 General meeting 1. The general meeting (regular and extra-ordinary) is the highest administrative body of the association, resoluting upon any matter applying to it and consisting from regular and associate members who have fulfilled their financial obligations. The Board of Directors determines the matters concerning it. The members are entitled to propose in writing within a reasonable time before the dispatch of the invitation for the general meeting, any subject which may be of interest for the association and has to be discussed. The Board of Directors shall resolute whether this particular subject may be included in the agenda. 2. The Board of Directors calls the regular general meeting once every year, in time and place determined in the respective invitation, which mentions all business of the agenda and is sent to the members twenty (20) at least days before the date of the general meeting. The invitation may, at the discretion of the Board of Directors be published in one or more Athenian newspapers. It may be also sent with electronic means. The G.M. may be held at any time, if they ask so from the B.D. the 20% of the members who have paid their contributions. In this case the Board of Directors shall call the

7 general meeting within 20 days from the date of the application s filing. The regular general meeting is called once per year in order to approve the annual report of the Board of Directors functions and the Balance sheet of the previous fiscal year. The extra-ordinary general meeting is called as above, when it is necessary. The general meeting reaches a quorum, validly meets and resolute, when it is present in it the 1/3 of the members fulfilled their monetary obligations, either personally or by proxy, who has been in writing been authorized for that purpose (and by electronic means in accordance with P.D. 150/2001). Each member who attends the general meeting may represent with authorization up to three (3) members, being absent and entitled to vote. Failing such a quorum at the first meeting, the general meeting is again called and validly resolute, without further formalities, on the same day and time of the next week, regardless the number of present members. The general meeting elects with open voting among its members, its Chairman, being in preference the oldest in age and the secretary as well, for the keeping of its minutes, entered in a special book, signed by the Chairman and the secretary. This book is kept in the Association s registered office and any one having legal interest may take knowledge of its contents. The members of the Board of Directors may be elected in the Presidency of the General meeting. The general meeting resolute on the business of the agenda with the simple majority of its present and represented members. If all members consent in writing upon a specific proposal, a resolution may be taken for it without the meeting of its members. The resolutions of the general meetings are invalid, when contradict to the Law or the articles of incorporation. The objections against the validity of the resolutions of general meetings are filled before the Chairman of the Board of Directors within 3 days as of their taking. The Court further to a member s action declares their invalidity. The action is time barred after the elapse of six months period after the taking of the resolution. Article 9 Powers of the general meeting

8 The regular general meeting: 1. It resolute for the Association s activities, in order to achieve its objects 2. Elects with secret voting the members of the Board of Directors 3. Interprets and amends the articles of incorporation 4. Assists to the operation of the association s subgroups of work 5. Approves the Balance sheet and the managerial report drawn up by the Board of Directors that is submitted to the general meeting as well as the budget of the next year. 6. It releases the members of the Board of Directors from any managerial responsibilities. 7. Elects the lection Committee, which undertakes to carry out the elections for the new board of Directors. The members of the election committee cannot be candidates. 8. Elects the three members audit committee, which audits every year, the management of the association s treasurer, drawing up the respective report that is submitted to the general meeting. 9. Resolute upon the members deletion and the removing of the Board of Directors members. 10. It declares the Donors Benefactors and Great Benefactors of the association in accordance with the value of their donations to the association. The size of donations corresponding to each one of the above titles is determined from the Board of Directors. 11. resolute for the dissolution of the association and the fate of its assets, which can never be distributed among its members. Article 10 Elections Same are carried out with secret voting every two (2) years from the lection committee, elected by the general meeting. The Board of Directors, before the conduct of voting, submits to the election committee,

9 the list of members (a unified election ballot) which are entitled to vote and the list of candidates, who must have submit the application to be candidates in writing or through electronic mail, one at least week before the elections. The 2/3 at least of the candidates must be full members. The election committee is checking this list and proceeds with the elections on the basis of it. The members of the association may submit objections with regard the voting before the election committee. The objections are filed till the official announcement of the results. The election committee in case of filing of objections is obliged to suspend its work and decide upon the objections before the issue of the results. Article 11 Audit committee The audit committee is consisted from three members and is elected from the general meeting. Its term in office is of two years duration as of the Board of Directors. It elects among its members, the Chairman and secretary. It reaches a quorum when they are present the Chairman and one member. The audit committee audits the managerial actions of the Board of Directors, the documents and books of the treasurer and informs at least once per year, with written reports the general meeting with regard the financial management of the Board of Directors. Member of the audit committee may attend the meetings of the Board of Directors and intervene by expressing its opinion but being deprived of the right to vote, when matters of financial nature are discussed. The Chairman or its substitute numbers the payment vouchers before their use. Article 12 Board of Directors The Board of Directors is consisted from five (5) members, elected from the general meeting and its term in session is two years. The members of the B.D. may be re-elected for a further two years period only. The term in session of the Board of Directors elected for some reason within the duration of the two years period, ends with the expiration of the two years period of the other members. Three (3) of the members of the Board of Directors must be at least full members, but the associate members of the Board of Directors are not permitted to be, in any case, more than 2, even if the votes they have

10 taken are more than those of the full ones. The Board of Directors within ten (10) days as of its elections, holds a meeting on the initiative of the member having the majority of votes and is formed into body, electing with open voting and a simple majority, among its members, the Chairman, Vice- Chairman, Secretary and the Treasurer. In case of death or resignation of any of the members of the B.D., it is replaced for the rest of its term in office, from the substitutes of the last elections at the serial order of priority. The general meeting is entitled to disqualify the total of the Board of Directors or any individual member by a resolution taken with the majority of the 2/3 of the present and represented members. The members of the B.D. may be removed with a resolution of the general meeting. Article 13 Functioning of the Board of Director The Board of Directors meets further to its Chairman invitation once every six months obligatory but in intermediate periods as well when the Chairman needs it necessary. The Board of Directors reaches a quorum when there are present the one half at least of its members. In case of Chairman s absence or impediment, the Vice Chairman replaces him. The resolutions of the B.D are taken with the simple majority of the present members. The absent members cannot be represented. In case of votes equality, the Chairman or Vice-Chairman has the casting vote. The resolutions of the B.D. are entered in the special book of minutes, signed by the present in each meeting members. The secretary in the association s registered office keeps the Book of minutes of the Board of Directors and each one having legal interest may take knowledge of its contents. Article 14 Power of the Board of Directors The Board of Directors resolute upon any matter with regard the achievement of the

11 association s object and is responsible for the compliance with the articles of incorporation, the materialization of the general meeting resolutions, the keeping of its records and the management of its sources and assets, for the securing of which is obliged to take any appropriate measure. The Board of Directors draws up the budget of income and expenses for the next financial year and the report of his annual activities, which submit to the general meeting and the audit committee. The Board of Directors may assign authorizations in committees or working parties of the association, to business consultants, civil law companies or to legal entities of Public or private Law. The Board of Directors employs the necessary for the functioning of the association personnel and hires real estate for its putting up. It schedules its events, informing accordingly its members by any appropriate means. It calls the general meetings of its members, drawing up the agenda. As from the incorporation of the association and till the first general meeting and the election of the first Board of Directors, the association is administered by the temporal administrative committee, having the authorities and powers mentioned in the previous articles, which is obliged to call as soon as possible and in any case within the first six months as of the association s registration in the respective records, the first general meeting which, shall elect the first Board of Directors. After the expiration of the term in session of each Board of Directors and till the time of forming into body of the new Board of Directors, which can not be more than ten days as of its election, the association is administered by the leaving Board. Article 15 Duties of the Chairman of Board of Directors The Chairman represents the association before any judicial and Administrative authority and the third parties as well. It draws up the agenda, calls the Board of Directors in meeting and presides in the general meeting till the election of the Chairman among its present members. It signs with the secretary all association s documents and with the treasurer all receipts

12 of payments and collections. Further to a resolution of the B.D., it appoints the attorneys-at-law. In case of his absence, he is replaced by the Chairman to whom he may assign part of his duties further to a resolution of the B.D. Article 16 Duties of the secretary The secretary keeps the association s records and seal. He keeps the members records and the protocol of the income and outcome documents. He is involved with the association s correspondence and csigns with the Chairman all documents. He is responsible for the information of any nature of the members (invitation for the G.M., subscriptions, events, etc.) Article 17 Duties of Treasurer The Treasurer is handing the cashier of the association along with the Chairman and he must be in a position to provide at any moment an accounting with regard the association s assets. He collects all revenues providing receipts bearing the association s seal and his signature and is obliged to deposit the funds to a bank of the Board of Directors choice. He holds in cash an amount of money, the size of which is determined with a B.D. resolution and approved by the G.M., for the current needs of the association. He pays on B.D. approval all expenses issuing settlement receipts with the association s seal and his signature. He keeps the book of income-expenses of the association, keeping all payments justificatory documents. He submits every month to the B.D. a summary report of income-expenses and in December 31 st, he draws up and submits to the B.D. the annual report of its management, in order the B.D. to draw up the general managerial report to be submitted to the annual regular general meeting. He withdraws from the association s bank account funds upon the special written authorization of the Chairman or his substitute and the Secretary. Further to a resolution of the B.D, in case of his absence or impediment, he is replaced in the execution of his duties from one of its members, with the exception of Chairman and

13 secretary. CHAPTER Ε Article 18 Local Branch-offices Further to a resolution of the general meeting, the association may establish local branchoffices in various areas of Greece, which shall use as local definition, the name of their city or district. The rights and obligations of the local branches members are determined by the internal regulation, drawn up by the Board of Directors, being approved by the General meeting. The local branches assist to the achievement of the Association aims by providing services and structure for decentralized activities within the frame always of the association s object. Article 19 Working parties When the achievement of the association s objectives so requires, the Board of Directors may resolute the set up for a specific period of one or more working parties determining their title, number and duties of their members. CHAPTER F Article 20 Amendment of the articles of incorporation and dissolution of the association The present articles of incorporation are amended and supplemented from the general meeting which must be called from the Board of Directors on the proposal of the 1 / 4 at least of the full and fully financially settled members. In this case, there are must be present in the general meeting one half at least of its members, which resolute with the majority of the 3 / 4 of the present members. The same as above apply in case of association s dissolution. The association is dissoluted when the remaining members are less than ten (10). It may also be dissolved with the First Instance Court judgment, further to a petition of the B.D. or the 1/5 of its members, when:

14 it is impossible to elect the administration its operation cannot going on in accordance with the articles of incorporation its objective has been fulfilled or abandoned its objective does not correspond to the one determined by the articles of incorporation and when its objective has become illegal or immoral or contradicts to the public order. In case of association s dissolution, the general meeting resolute upon the fate of its assets, which can never been distributed among its members. CHAPTER G Article 21 Seal The association s seal is of angular shape, which writes: MARIE CURIE FELLOWSHIP GREEK SCIENTIST ASSOCIATION. By a resolution of the general meeting this seal may be amended. Article 22 General provisions Anything not provided by the present articles of incorporation, the general meeting shall resolute if has the authority required and in any case the legislation with regard the associations shall apply. 22 articles comprise these articles of incorporation and it was voted during the founding meeting held in Athens in April 11 th THE FOUNDATION MEMBERS FULL NAME PROFESSION 1. Emilios Harlaftis Astrophysician 2. Vassilios Stamos Professor 3. Dimitrios Symvonis Chemical eng. 4. Kortekuus Stella Geologist 5. Constantinos Giannakopoulos Physician 6. Constantinos Baliktsis Electrical engineer

15 7. Smaragda Loli Physician 8. Andreas Drouzas Forester 9. Antonios Mystriotis Physician 10. Emmanuel Plionis Astrophysician 11. Dimitra Gilbathi Agricultrice 12. ΕνangeΙia Chryssina Chemical Engineer 13. Artemis Stabouli Chemist 14. lakovos Bokaris Civil Engineer 15. Alexandros Savvidis Geophysician 16. Evanthia Tazoglou Psychiatrist 17. Nikolaos Theodoulidis Seismologist 18. Georgios Papaevangelou Engineer 19. Georgios Theodoridis Chemist 20. Constantia-Ekaterini Lazaridi Physician 21. Vassilis Charmandaras True copy of the original of the articles of incorporation of the present association, approved by virtue of the no: 4368/2003 judgment of the Athens one member Court of First Instance and registered in the associations records are serial no: Athens, September 1 st 2003 The clerk, Stamoula Psycha (signature - seal of Court) Seen and certified for the legal stamping and the serial order of issue. Athens, September 1 st 2003 The Head of the dept., Stamoula Psycha (signature - seal of Court) True translation of the attached document The translator, Eleni Karvouni