Constitution

7th ARTICLE

REMOVAL OF A MEMBER FROM THE REGISTRY

Any member, who withdraws or is expelled from the Association, is removed from the Registry of the Members of the Association and has no right to the assets of the Association, but remains responsible for the fulfilment of its financial obligations to the Association for as long as it was a member to it.

Re-registration will only be allowed in case the member voluntarily withdrew or was expelled due to a delay in the fulfilment of its financial obligations towards the Association. Re-registration in such a case occurs after an application of the removed member which must be accompanied by payment of all outstanding fees, etc. along with a surcharge that could amount up to half of the total debt, and which will be determined by a resolution of Board of Directors.

8th ARTICLE

The governing bodies of the Association are:

a) The General Assembly of the Members (GA)

b) The Board of Directors (BD) and

c) The Audit Committee (AC).

9th ARTICLE

THE GENERAL ASSEMBLY

A) THE COMPOSITION OF THE GENERAL ASSEMBLY

1. Assembly: The Assembly of the Members is the supreme body of the Association and decides on every case, which does not lie under the jurisdiction of another body.

2. Composition:

a) The Assembly shall consist of the representatives of the regular members of the Association, which have fulfilled all their financial obligations to the Association.

b) The Associate Members may attend the General Assemblies with no right to speak and vote.

3. The Representatives of the legal entities. Each legal entity – member, after its admission, appoints in writing its representative to the Assembly, who must be a member of its Board of Directors or its General Director, who binds by his signature the member.

4. Replacement of the representatives. The legal entities-members referred to in the preceding paragraph, may freely and at any time, replace their representatives in the Assembly. The replacement will be valid from the next day after the relevant document will be received by the Association.

B) RESPONSIBILITIES OF THE GENERAL ASSEMBLY

1. General Responsibilities: The Assembly is in charge of the supervision and control of the governing bodies of the Association and is entitled to cease them at any time.

2. Particular Responsibilities: Within the competency of the Assembly fall:

a) The election of the elected members of the Board, the Audit Committee and the Committee on Ethics.

b) The approval of the annual accounts, the report of the Board of Directors and the Annual Report of the Audit Committee.

c) The increase or decrease of the regular contribution fees paid by the members and the imposition upon them of special fees.

d) The revocation of the members of the Board of Directors, the Ethics Committee and the Audit Committee.

e) The award of the title “Honorary Member” or “Honorary Chairman” of the Association.

f) The prior approval of the acquisition by the Association of property with a value exceeding the sum of at least 2 months contributions of all the members of the Association.

g) The acceptance of bequests and donations and the acceptance of inheritances.

h) The amendment of the provisions of the present Statutes of the Association.

i) The resolution to voluntarily dissolve the Association and place it into liquidation and the determination of the fate of the net assets of the Association post liquidation in accordance with the provisions of law.

C) OPERATION OF THE ASSEMBLY

1. Convocation: The Assembly of the members of the Association is convened by the Board of Directors; regularly, at least once per year, up until the end of every April, in order to hear the Administration, which is required to give details on the proceedings of the preceding year and submit the annual report of the preceding year and; extraordinarily, when the Board of Directors considers it necessary or it is requested by, at least, one fifth of the members of the Association from the Chairman of the Board of Directors, by means of a written request, which states the topics on the agenda. In this latter case, the Assembly should be convened within 20 days, by implementing the provisions of paragraph 2 of this article.

2. Invitation: The Assembly is convened by a written personal invitation of the Chairman of the Board of Directors, sent to each of the Association’s members at least eight days prior to the Assembly’s session and which necessarily contains the location, the time and the topics of the meeting, and refers to paragraph 4 of the present article. A resolution on a topic not listed on the invitation is void unless the Assembly decides otherwise.

3. Representation: A member of the Assembly can not be represented to the Assembly by another member, except by its representative designated by the member pursuant to paragraph 3 of Article 9 of these Statutes. Exceptionally, in case the member’s representative is incapable to be present, the Board of Directors of the member may appoint a proxy of the representative for the particular General Assembly, who must be also a member of the Board of the Member or the General Director, who binds the company by his signature, by special authority, addressed to the Chairman and submitted to him before the commencement of the meeting. During the Assembly the above-mentioned proxy has every right prescribed by the law and the Articles of Incorporation of the member he represents, to represent the member, which is considered to be present to the Assembly.

4. Agenda: The agenda for the Assembly is prepared by the Board. In case of an extraordinary meeting of the Assembly after a written request of the one fifth of the regular members, the agenda is not possible to include other topics than those listed on the written request of the applicants addressed to the Chairman of the Board. The Assembly can not validly decide on matters not listed on the agenda, unless the Assembly decides otherwise.

5. Quorum: a) At the first meeting of the members of the Association the presence of at least a second (1 / 2) of the total number of members who have voting rights is required. If there is no quorum at the first meeting of the members, a second meeting is convened within fifteen days with the same topics after a general invitation. In this second meeting, the presence of, at least, one quarter (1/4) of the total number of the members who have voting rights, is required. If no such quorum is achieved, a third meeting is called under the same procedure and within the same time-limit, after a general invitation. This third meeting will be in quorum regardless of the number of members present.

b) Exceptionally in case the meeting is called in order either to amend the present Statutes, or to accept bequests and donations or to adopt a resolution to dissolve the Association, a quorum of at least three-fourths (3/4) of the total number of members with voting rights is always required.

6. Election of the Supervisory Committee of the Assembly: At the beginning of the Meeting, the Chairman of the Board temporarily presides over and appoints as a temporary Secretary one of the present members. After the quorum is ascertained and the compliance with the formalities of convening the Assembly is ensured, the interim Chairman invites the members to vote by raising hands, the permanent Chairman, the Secretary and three Curators, in order to form the Supervisory Committee. The Chairman declares the opening of the Assembly and the commencement of the discussion of the topics on the agenda, he conducts the debates, he sets the topics under vote and, once the topics are exhausted, he declares the closing of the Assembly. The Secretary shall maintain and sign the minutes of the Assembly.

7. Method of adopting a resolution: Except the resolutions adopted in compliance with the sixth paragraph above, any other resolution of the Assembly is adopted by a roll call vote or by the raising of hands, but never by acclamation. Exceptionally resolutions that relate to a) the election of the collective bodies, b) issues of confidence or personal issues, c) the approval of the annual accountability, d) the imposition of special contribution fees, e) the amendment of the present Statutes, f) the merger of the Association and g) the establishment of another association, the membership to another Association, or the withdrawal from that Association, are validly adopted only by a secret ballot.

8. Required majority: a) the resolutions of the Assembly are adopted by an absolute majority vote of the members present. A resolution may be taken without a meeting of the members if all members declare their consent to that resolution in writing, b) exceptionally a resolution to amend the present Statutes, or to dissolve the Association requires a majority of three quarters (3/4 ) of the present members. For the adaptation of a resolution of the Association to accept bequests and donations, a majority of at least half of the total number of the active members is required. Finally, for the adaptation of the resolution to modify the purpose of the Association the consent of all members is required, thus, the consensus of the absent members is given in writing.

9. Invalidity of resolutions: A resolution adopted by the Assembly, which is contrary to law or the present Statutes is declared invalid, after a request of, at least, a fifth of the total number of the registered Members. The application will be submitted to the District Court of the seat of the Association or Union within an exclusive period of thirty days from the meeting of the Assembly. The decree of the District Court may be appealed to the First Instance Court, within ten days of its service.

10. Minutes: The minutes of the meetings of the Assembly are recorded in the minutes book, which is numbered and stamped by the Supervising Authority, and are signed by the Chairman and Secretary of the Assembly.