Constitution

10th ARTICLE

BOARD OF DIRECTORS

A) ELECTION – COMPOSITION OF THE BOARD OF DIRECTORS

1. Membership: The Association is managed by the Board, which consists of seven (7) elected members, namely: the Chairman of the Board, the Vice President- Deputy Chairman, the Secretary General, the Treasurer and three Directors. Members of the Board of Directors of the Association may be elected only the members of the Board of Directors or the General Directors of the regular registered members of the Association, who bind the member with their signature and who have full legal capacity. The candidates must have announced their candidacy to the Association, in writing, three days prior to the Assembly. However, it is possible for the Assembly to accept candidacies received on that same day.

2. The Board of Directors decides on the nominations of the candidates, who fulfil the requirements of the law and the present Statutes, on a regular or special meeting prior to the Assembly called in order to hold the elections. The list of the candidates is handed over by the Chairman of the Board, or his deputy, to the Chairman of the Assembly and is announced by him to the Assembly.

3. In order for someone to be elected as a member of the Board of Directors of the Association, the legal entity-Member must be also a member of the Board of Directors or the General Director, who binds by his signature the legal entity – member of the Association, in accordance with Article 10 paragraph A1 and that Member must have fulfilled its financial obligations to the Association.

4. The members of the Board are elected by a secret ballot of the General Assembly. The seven (7) first in rank, who have the majority are being elected. If there is equality in votes then a lottery is held for the seventh place. The rest of the candidates are considered to be runner-ups according to their rank.

5. Election Impediments: One cannot be elected as a member of the Board of Directors of the Association in case one has been deprived of his civil rights.

6. Term of office: The term of office of the Board is three years. Each member may be re-elected for as many times permitted by the law.

7. Forfeiture:

 a) One is automatically forfeited of one’s membership in the Board of Directors of the Association, in case:

aa) one was deprived of his civil rights by an irrevocable decision.

ab)one was irrevocably convicted of an offence for which the law requires immediate forfeiture, unless one will be restored; or one will be irrevocably convicted of an offence for which the law requires a lifelong forfeiture.

ac) one was forfeited by a decision of the General Assembly.

b One is forfeited of one’s membership in the Board of Directors of the Association, after a decision of the Board of Directors, in case:

ba) one does not fulfil the requirements of Article 10 paragraph A1, necessary to be elected as a member of the Board of the Association.

bb) one is a member of the Board of Directors of a member of the Association that has withdrawn or resigned from the Association.

c) one is forfeited of one’s membership in the Board of Directors of the Association, after a decision of the General Assembly, in case one has been imposed the penalty of forfeiture of one’s membership of the Board under the Code of Conduct, following a proposal for the imposition of that penalty by the Ethics Committee.

8. Resignation: Any member of the Board may freely resign at any time from his office by a simple declaration to the Chairman of the Board. He, who resigned ceases to be a member of the Board of Directors, the next day of the day that his resignation statement was received by the Association.

9. Dearth: In case of resignation, death or forfeiture of one or more of the members of the Board, they will be replaced by their substitutes.

Restrains on the members of the Board of Directors: The elected members of the Administration of the Association can not be employed and remunerated by the Association for their services or enter into any contract with the Association for the supply of services requiring remuneration of any kind or aspire to make a profit on a project commission or receive any other benefit by the Association.

B) OPERATION OF THE BOARD OF DIRECTORS

1. Meetings – Quorum:

2. The elected members of the Board of Directors within 8 days from their election meet, following the invitation of the majority holder, at the offices of the Association and they form the Board by electing from within its members, by way of secret ballot, the Chairman and the Vice President -Deputy Chairman, the Secretary General and the Treasurer. No person may hold more than one of the above offices at the same time.

3. The Board of Directors meets ordinarily once each month and extraordinarily when it is deemed necessary by the Chairman of the Board of Directors or his substitute as per the the Statutes and a quorum is formed when four (4) of the Board of Directors’s members are present, one of whom should necessarily  be the Chairman of the Board of Directors or his substitute as per the Statutes.

4. Invitation: the Board of Directors meets following an invitation stating the matters of the Agenda. It is permitted for the Board of Directors to resolve on issues which are not included in the agenda.

5. Resolutions: the resolutions of the Board of Directors are taken by the majority votes of the members that are present. In case of halved votes, the vote of the Chairman prevails. The resolutions of the Board of Directors that contravene the Statutes or the law are void.

6. Minutes: the resolutions of the Board of Directors are filed at the Minutes Book and are signed by the Chairman and the Secretary General and in case the latter is absent by his substitute as per the Statutes.

C) COMPETENCE

1: The Board of Directors: a) manages the Association and its assets and every affair apart from those for which the General Assembly is responsible, b) submits to the Assembly for approval the matters for which the Assembly has jurisdiction over, c) hires and dismisses the General  Director and the rest of the employees, decides on the entering into and the canceling of employment agreements and on any other agreements with third parties, organises the services of the Association and exercises disciplinary powers over the employees of the Association, d) proposes to the Assembly the internal regulations provided by the Statutes, e) decides on the participation of the Association in European and international organisations, f) decides on the filing of any redress with any administrative authority and the taking of any legal proceedings with any court of the country up to and including the Supreme Civil and Criminal Court and the State Council, g) exercises disciplinary powers over the members of the Association according to the Code of Conduct, h) resolves or deliberates on the remaining matters assigned to it by the Statutes or the General Assembly,  i) and  may by virtue of a power of attorney empower any member of the Board of Directors or the General Director or other employee or attorney of the Association with any of the aforementioned authorizations or powers apart from those mentioned in items b,d,e,f, g.

Liabilities: The members of the Board  of Directors cannot be held liable for the resolutions of the Board of Directors which were adopted either in their absence, or while they were present but they disagreed, as long as such disagreement is evidenced by the minutes of the meeting.

D) CHAIRMAN

1. Authorities: the Chairman of the Board of Directors a) calls the Board of Directors of SMEXA and presides over it and exercises the powers of article 10B, b) stipulates the agenda on which the Board of Directors will deliberate. He is under the obligation to also include in the Agenda issues which were notified to him in writing by at least two members of the Board of Directors at least two days prior to the drafting of the Agenda. These members are required to be the rapporteurs for these issues, c) directs, observes and monitors the businesses of the Association, d) enforces the resolutions of the General Assembly and of the Board of Directors, e) co-signs together with the Secretary General the outgoing documents of the Association and f) he is the court or out of court representative of the Association, in front of any authority and any court and in all matters of the Association and appoints attorneys of the Association. The Vice President substitutes the Chairman when the latter is not present, hindered or is away. Nevertheless, it is possible for the Chairman to be also substituted, apart from the Vice President, by other members of the Board of Directors or persons employed by the Association or persons not related with the Association which are appointed by the Chairman by a general or specific authorization, in front of committees of the public sector, committees of organizations or other  bodies in which the participation of the Chairman is required by virtue of law, decree or decision or any other administrational act. By virtue of a general or specific authorization of the Board of Directors, employees of the Association or persons not related with the Association may substitute the Chairman in relation to matters of whatever nature that might be within the interests of the Association or may sign everyday documents.

2. Honorary Chairman: by virtue of resolution of the General Assembly it is possible for the title of the Honorary Chairman of the Association to be awarded to a representative of one of the General Assembly’s members, from those mentioned in article 20 paragraph 2, for valuable services towards the Association. The Honorary Chairman participates in the meeting of the General Assembly without voting rights.

3. Executive Committee: the Chairman is aided by the Executive Committee which is formed by virtue of resolution of the Board of Directors following the Chairman’s proposal.

E) SECRETARY GENERAL

1. Powers: The Secretary General observes and monitors the Secretariat of the Association , co-signs together with the Chairman the outgoing documents and keeps the Association’s archives and the optional or obligatory Minutes Books of the Association .

2. Substitution: one of the members of the Board of Directors, which is appointed by it, substitutes the Secretary General when he is hindered, not present or is away.

F) TREASURER

1. Powers: The Treasurer manages, being personally responsible, the Association’s Fund, procures the deposit into a Bank of the monies of the Association according to the law, which monies he can withdraw following the Chairman’s order, he has the responsibility of safeguarding the Association’s assets, he effects and receives payments which may also be assigned, following his written order, to any authorized employee of the Association and signs on behalf of the Association as issuer, receiver or endorser bills, bills of exchange and bank cheques. He drafts each month the list of revenues and payments and submits same to the Board of Directors and monitors the due collection of the Association’s revenues. He drafts and signs the annual statements of account and balance sheets and submits same to the Board of Directors for approval. He attends, in co-operation with the Chairman and the Secretary General, to the timely drafting of the budget for every financial year. He observes and monitors the account currency of the members and submits to the Board of Directors a list of those who are overdue on their membership and other fees which are compulsory. He procures and attends to the safekeeping of all vouchers, money slips, bills of exchange, titles, deeds as well as of the available cash balance. By virtue of resolution of the Board of Directors a specific amount of money can be entrusted to the Treasurer in order to meet extraordinary and unforeseen costs and expenses incurred by the Association.

2. Substitution: the Treasurer may be substituted by one of the remaining members of the Board of Directors following its appointment by it, in case he is hindered, not present or is away.

11th ARTICLE

AUDIT COMMITTEE

The Audit Committee consists of three (3) members, who are elected by the General Assembly, in accordance with the procedure laid down above in Article 10, together with the Board of Directors, with a three-year term of office that coincides with that of the Board of Directors.

The Audit Committee, once elected, constitutes a body, and by a secret ballot it elects its Chairman, who is responsible to summon the meetings and manage the Committee’s undertakings, and its Registrar.

The mission of the Audit Committee is to consistently and systematically monitor the management of the finances of the Association. The Audit Committee is working collectively and during the execution of its mission, has the absolute right to decide on the means of conducting investigation and control. All the administrative bodies and each member of the Association is obliged to provide to the Audit Committee, all administrative, accounting and management books, documents and records kept in accordance with the law and the present Memorandum of Association and any other information or document, the Audit Committee considers necessary for the exercise of its control.

At least a month before the regular session of the General Assembly, the Audit Committee shall conduct the general review of the financial management of the preceding financial year and prepare and submit its report to the Board of Directors, at least 10 days before the Assembly. The Audit Committee, based on the above-mentioned review, the balance sheet and the statement of accounts, which are promptly made available to the Committee by the Board, prepares its report, which must be reasoned, clear and with observations, findings, conclusions and recommendations regarding the results of the financial year. This report is submitted by the Audit Committee to the General Assembly. The audit of the financial books must be conducted by the Audit Committee within the offices of the Association and it is strictly forbidden to remove the books from the offices of the Association. The Audit Committee shall meet whenever the Chairman or two (2) of its members or the Board of Directors deems it necessary. The application is submitted to the Chairman of the Audit Committee and must state the agenda which is to be discussed. The Chairman of the Audit Committee must convene a meeting with the agenda set out in the application within 5 days of the reception of the application.  In case the Chairman does not convene a meeting within the above-mentioned time-limit, then the meeting is convened by those who made the application. In every extra-ordinary meeting of the Audit Committee, the Board of Directors is obliged to disclose any information requested in the same way as in the regular meeting of the Audit Committee.

The Audit Committee is in quorum if at least 2 members are present and its decisions are taken by an absolute majority of the present members.

Any Member of the Audit Committee who is absent from 2 consecutive meetings, will be declared forfeited and, in accordance with the present Memorandum and the law, its deputy will be called instead.