Constitution

12th ARTICLE

The Returning Board

 

The elections held by the General Assembly in order to elect the Board, the Audit Committee and the Representatives of the Association (for the senior party organizations), are being held under the superintendence and responsibility of the Returning Board, presided by a Judge appointed under the provisions of paragraphs 3,4,5 and 6 of article 11 of Law 1264/1982.

The Returning Board comprises of two other members who are elected by the General Assembly before any other ballot for the election of the members of the Board, the members of the Audit Committee or the Representatives of the Association is held. For the election of the members of the Returning Board the procedure of Article 10 of the present Memorandum for the election of the Board is applied. No member of the Returning Board shall be nominated for the offices for which the elections are held.

The Returning Board shall verify, before the voting begins, the authenticity of the copy of the registry, based on which the voting is conducted. The copy of the registry must be handed over by the Board of Directors to the Returning Board on time.

The ballot is conducted compulsorily following the presentation of the identity card or any other document, which verifies the identity of the voter, and in case there is a special election book, following the presentation of that book. The date of exercising of the voting rights is noted in the election book by the Chairman of the Returning Board and the book is signed by the Chairman and stamped with the official stamp of the Association. The Returning Board shall maintain a voting protocol, in which the serial number, the voter’s name and signature will be recorded.             At the end of the ballot, the voting protocol is closed and signed by the Returning Board.

The Returning Board is obliged to maintain order during the ballot, in order for the voting to be conducted in a way which will be unconstrained and impervious and will guarantee the secrecy of the voting. The Returning Board during the ballot shall remove every person who does not have the right to vote and shall decide on any dispute or objection raised during the voting and any related issues.

After the end of the voting process, the Returning Board, ascertains that there are no other voters present, opens the ballot-box, selects the votes, maintains a list of the votes and declares from the candidates those who are elected for the respective offices, pursuant to Article 10 above, and their deputies.

The Returning Board regarding the voting procedure, the sorting of the votes, the declaration of the elected candidates, the filed objections, and its decisions on any issue that arose during the elections, prepares a report which is signed by all its members. This report shall be kept in the archives of the Association.

13th ARTICLE

REPRESENTATIVES OF THE ASSOCIATION TO OTHER ORGANISATIONS

1. Those of the Association’s members, who participate in other Organisations following the instructions of the General Assembly, shall, in the exercise of their duties, to reflect the positions of the General Assembly or the Board of Directors of SMEXA.

2. In case, any of these members expresses views that are evidently contrary to the positions of SMEXA, the General Assembly may request this member’s resignation and appoint its surrogate.

14th ARTICLE

OTHER BODIES OF THE ASSOCIATION

1. Distinction: A permanent organ of the Administration of the Association is the Ethics Committee. Other permanent or temporary organs may be all those organs that the Board may establish for specific purposes.

THE ETHICS COMMITTEE

The Ethics Committee is responsible to ensure compliance of every member of the Association, regular or associate, with the rules set out in the Code of Ethics of SMEXA.

1. Composition of the Committee: The Ethics Committee consists of five members, elected for a term of three years by the same Assembly of the members, which has been convened to elect the members of the Board of Directors and by a qualified majority of its regular members.

2. Members that have been penalised are excluded from the Committee for at least three years.

3. Functioning: The members of the Committee elect their Chairman and the Canvasser of the Committee’s affairs. Any members who have any connection with the cases on trial are obliged to be self-exempted and they are being replaced by the first surrogate member.

The Committee, after its formation, determines its course of action. The Commission may establish its rules of procedure.

4. Decision making – Imposition of penalties: The Committee investigates a case on a referral from the Board of Directors. The Board refers the cases to the Committee either upon a written application of the interested party either ex officio following a petition of the Ethics Committee. The Committee after considering the alleged facts and hear the accused and the complainants, or any third party resolves the case by a majority rule and issues a reasoned written decision as to whether there has been a breach of the letter or the spirit of the Code of Conduct. In case that it is found that there is an affirmative breach of the Code of Conduct, the Committee decides on which is the most appropriate of the following penalties for the particular breach and proposes it to the Board of Directors of SMEXA, namely:

1. An oral admonition of the Board of SMEXA

2. A written admonition of the Board of SMEXA

3. A fine that can amount up to tenfold the monthly membership fee of SMEXA

4. Temporary (up to three months) suspension of the membership of SMEXA

5. Permanent revocation of the membership of SMEXA, which is published to the Press and notified to the Board of the Athens Stock Exchange and to the Hellenic Capital Market Commission. The above-mentioned penalty is being proposed in the event of recurrence of serious misconducts or acts, which cannot be dealt with leniently.

6. Forfeiture of the membership of the Board of Directors of SMEXA, in case the accused is a member of the Board of Directors.

5. The Board of Directors of SMEXA addresses the recommendations of the Ethics Committee, and decides by a majority of three fifths of the total number of its members, at its full discretion, but without the jurisdiction to adopt a more severe penalty than the one proposed by the Ethics Committee. If the Board considers that the proposal of the Ethics Committee is more moderate than it should be, it could refer the issue back to the Ethics Committee for review.

6. Appeal: The Board of Directors of SMEXA communicates its decision to the accused members, who have the right within 10 days from the announcement of the decision to appeal before the Board of Directors, requesting its review.

Both the Board of Directors and the Ethics Committee of SMEXA deal with the appeal of the accused member. The session, which is chaired by the Chairman of the Board of Directors, appoints as the Canvasser one of its members and decides on the case at the latest within 45 days from the filing of the appeal, by a majority vote of 3/5 of its component members. The decision issued is final.

7. In case that the accused is a member of the Stock Exchange Market or a Security Company but not a member of SMEXA, then, following the investigation conducted by the Ethics Committee and the issuance of its decision that there is a breach of the Code, the Board of SMEXA publishes the decision to the press and notifies the Board of Directors of the Athens Stock Exchange and the Hellenic Capital Market Commission.

8. The accused Member cannot resign for the duration of the process described in the present Article.