CODIFIED STATUTES OF THE ASSOCIATION
"The Association of Members of the Athens Exchanges"
AS MODIFIED AND AMENDED AFTER THE EXTRAORDINARY GENERAL ASSEMBLY OF 24/11/97
INCORPORATION AND HEADQUARTERS
An Association - Primary Professional Organization under the name "Association of Members of the Athens Exchanges" is established hereby, with headquarters in the city of Athens, governed by the provisions of the present Statutes, Law 1712/1987 and the Civil Code.
OBJECTS AND MEANS
1. General Objectives:
The General objectives of the Association are:
a) The study, protection and promotion of ethical, economic and professional interests of its members and the development of a culture of communication and mutual cooperation among its members, in favour of the Capital Market.
b) The design, promotion, support and contribution to the issues of interest of the members of the ATHEX, with the aim to contribute to their development and to respond to their individual functions.
c) The promotion of the financial market so as the wider public to comprehend the crucial role it plays in a liberated and thriving society.
2. Specific Objectives:
Within the context of the above-mentioned general objectives, the specific objectives of the Association are:
a) The design, promotion and support of the issues relating to the regulated stock markets and the capital market, dealing with which contributes to growth.
b) The representation of the members of the Association (in councils, committees, organizations, associations, etc.) in Greece and abroad in connection with the objectives pursued by the Association.
c) The development of activities in order to inform its members on issues of their concern, primarily by setting up the appropriate information systems.
d) The examination of the laws and the regulations of the State and the Public Authorities and the impact of their implementation on the Association's members and the submission of the appropriate recommendations when necessary.
e) The cooperation with the relevant Authorities in order to improve the institutional framework governing the exercise and the development of the activities related to the capital market, as well as the adaptation of that framework to the EU regulations.
f) The establishment of uniform rules and procedures governing the provision of investment services and their ongoing modernization and adaptation to the international practices.
g) The promotion of new forms of investment services and products that will contribute to the development of the Greek economy, the modernization of the transactions, the accommodation of the investors, utilizing the new technological achievements and the experience of the international system.
h) The promotion of the necessary measures to improve productivity of the Greek regulated markets in the capital market.
i) The promotion of measures in order to improve the training of the employees of the Association's Members, by developing every form of educational activities, by the participation in events organized in Greece and abroad, by the publication of the appropriate reference books and articles and by the provision of assistance in establishing the appropriate bodies to fulfil the above.
j) The enlightenment of the members of the Association regarding social and labour issues and issues of human resources management.
k) The contribution to the development of the Greek economy also by encouraging relevant studies, by proposing concrete measures to the authorities and the trade unions and by promoting the cooperation with those unions.
l) The cooperation with other associations of members of foreign exchanges, with the institutions of the European Union and the international organizations which are designed to promote capital market issues, in order to advance the positions of the Association and its members and to promote the liaison with the international environment.
The Association shall make use of all the appropriate legal means in order to achieve the objectives described in the previous two paragraphs.
A. DIFFERENTIATION OF THE MEMBERS
1. Categories: The members are divided into regular, associate and honorary members according to the definitions of the following paragraphs.
2. Members may be:
i) The members of the ATHEX.
ii) The members of the Athens Derivatives Exchange.
3. Associate members may be other investment firms under Article 27 of Law 2396/1996, which do not satisfy the requirements of the regular members. Associate Members have no voting rights, however they can express their views to the institutions of the Association.
4. Honorary members may be declared personalities, who offered valuable services to the development of the financial institutions and in general the capital market in Greece.
B. MEMBER'S ADMITTANCE
1. Regular Members: The Board of Directors of the Association decides on the admission of a regular member, following the new member's application, and declaration that it accepts the Statutes and the Code of Conduct of the Association, as modified and applicable and its declaration that it will comply with the resolutions of the bodies of the Association (Board of Directors, General Assembly, Committee on Ethics).
2. Associated Members: The Board of Directors of the Association decides on the admission of an associated member, following the new member's application, and declaration that it accepts the Statutes and the Code of Conduct of the Association, as modified and applicable and its declaration that it will comply with the resolutions of the bodies of the Association (Board of Directors, General Assembly, Committee on Ethics).
3. Honorary Members: One could be declared an honorary member of the Association following a resolution of the General Assembly, upon a proposal of the Board of Directors.
RIGHTS AND OBLIGATIONS OF THE MEMBERS
The Members of the Association and their legal representatives are entitled to and obliged to:
1. Participate in the events organized be the Association and especially participate in the meetings of its General Assembly, taking part in debates and ballots.
2. Receive information about every single activity of the Association and about the resolutions of its statutory bodies.
3. Elect the statutory bodies of the Association and be elected in them.
4. Fulfil regularly and timely their financial obligations to the Association and inform without due delay the Association's Board of Directors about every change to their professional address.
5. Abide by the Statutes, respect the resolutions of the bodies of the Association, and make every effort to promote and fulfil its objectives.
The rights of a regular member of the Association shall be suspended in case the Member does not fulfil its financial obligations, and as a result the Member will not be calculated to the number of members of the required by the Statutes quorum for the General Assemblies, the ballots and the decision making.
Each member has the right to withdraw from the Association, by a written statement that will be reported to the Board of Directors, and the member will be removed from the Registry of the Members of the Association and this removal would be finalised in the first meeting of the Board of Directors held after the receipt of the written statement.
The expulsion of a member is permitted, following a reasoned resolution of the General Assembly of the Association in case the member:
a) violates the Statutes or does not comply with the resolutions or acts contrary to the purposes of the Association.
b) delays the fulfilment of its financial obligations to the Association for two consecutive years.
c) no longer fulfils the requirements for registration as a member of the Association.
d) commits any other crucial offence or there is any other important reason.
The expulsion of a member is either recommended to the General Assembly by the Board of Directors or by at least the one fifth (1/5) of the regular members of the Association. The Board of Directors and the General Assembly are obliged to hear the member, whose expulsion is sought, regarding the violations or misdemeanours attributed to it.
The expelled member may, within thirty (30) days after the reception of the relevant resolution regarding its expulsion, to appeal to the First Instance Court of Athens.
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.
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).
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
The Resources of the Association consist of:
a) The lump subscription fee and the mandatory regular and special contributions paid by the regular and associate members, which are determined by the General Assembly following a recommendation of the Board of Directors.
b) The proceeds earned from the movable and immovable property of the Association and
c) The proceeds earned from various activities and events, from donations, legacies, bequests, and from the voluntary contributions of members.
It is prohibited to accept donations made anonymously.
The figure of the registration fee and that of the compulsory regular or special contributions of the members is determined by the General Assembly upon the recommendation of the Board and the decision is taken by at least the two fifths (2 / 5) of the Members who have fulfilled their financial obligations towards the Association.
The financial year of the Association is in line with the calendar year.
For the well-functioning of the Association and its legitimate financial management it is compulsory to keep the following listed books, which must be numbered and certified by the Clerk of the First Instance Court in Athens or any other competent authority:
a) Register of the Members Book: The Association is obliged to keep a special book, which contains the register of the members. In the Register Book appear in ascending order the corporate name, address, year of establishment of the company, nationality and date of registration to and deletion from the Association.
b) Minute -book of the meetings of the General Assembly.
c) Minute -book of the meetings of the Board of Directors.
d) Minute -book of the meetings of the Audit Committee.
e) Cash-book, in which all the receipts and payments are listed in chronological order.
f) Asset-book in which all the movable and immovable assets of the Association are listed.
g) A book in which the names of the members of the Association for which a special election book has been issued are registered in numerical order. The record number in this book is the number of the special election book of each Member. In the same book the date of the decision of the Board for the issuance of the election book, the date of issuance and the date of loss or cancellation of the special election book are recorded. In case of loss of the special election book the number of the new book is indicated. Also, in a special column it is indicated the name of any second primary organisation to which the member might be a member.)
Apart from the above-mentioned books, the Association must keep any other accounting or management books, which its financial situation necessitates in order to achieve accounting and administrative completeness and integrity, together with cash receipt vouchers and payment receipts, which are numbered, certified by the Chairman of the Audit Commission or the Deputy- Chairman before their use. Furthermore, the Association must keep any other books and records required by any legal provision.
The Members of the Association have the right to be informed of the contents of these books and references. The Members of the Association are given a special election book for the exercise of their electoral rights, which may contain a general and a specific number.
DISSOLUTION AND LIQUIDATION
1. Voluntary dissolution: The Association can always be dissolved by a decision of the Assembly members, obtained under the exceptional provisions for quorum and majority contained in Article 9 of the present Memorandum. A copy of the decision is served by the Chairman of the Assembly to the First Instance Court of Athens within a month of the decision-making. The dissolution of the Association occurs as soon as the decision of the Assembly is filed in the Registry of the First Instance Court of Athens.
2. Liquidation and liquidators: As soon as the Association is dissolved, it, de jure enters, the stage of liquidation. During the stage of liquidation the Association is considered to be in existence for and until the liquidation is over. According to the law the members of the Board of Directors, who were responsible for the administration of the Association at the time of its dissolution, are in charge of the process of its liquidation, unless the General Assembly decides otherwise and by its resolution about the dissolution of the Association appoints one or more liquidators.
The liquidators, after the process of liquidation is over, are obliged to submit a report to their supervising Authority, naming the steps they took to liquidate the outstanding property of the Association.
3. Term of Liquidation: The duration of the stage of liquidation shall not exceed one year, unless the Court of First Instance allows an extension lead of another three months.
4. The fate of the Associations' assets after liquidation: The General Assembly will decide the way of assignment of any net capital which will accrue after the payment of any outstanding debts and the vending of any movable and immovable assets of the Association.
In order to realize the objectives of the Association, the Board of Directors, with the assent of the General Assembly, may decide to set up and establish offices and other departments of the Association, in cities, other than the seat of the Association, in Greece or abroad. The presence of one third of the members of the Association, who decide by an absolute majority, is required in order for the General Assembly to validly assent for the establishment of a branch office of the Association.
1. The regulations adopted by the General Assembly of the Association may regulate issues relating merely to the internal workings of the Association.
2. Those regulations come into force as soon as their copies are deposited to the Registry of the First Instance Court of Athens.
The seal of the Society is cyclical and in the peripheral zone it bears the name and year of its establishment and in the centre the depiction of Hermes.
DONORS AND BENEFACTORS
The General Assembly of the Association, following a proposal by the Board of Directors recognizes and declares Donors of the Association, those who donate funds or other items to the Association, whose value amounts from one hundred thousand (100,000) up to five hundred thousand (500,000) drachmas and Benefactors of the Association those who donate larger amounts.
The Donors and Benefactors are being recorded in a special book. Donations and beneficences made by those who are involved in politics are prohibited.
This Memorandum of Association, which consists of 22 articles, after it was amended and the amendments were approved by the Extraordinary General Assembly convened for this purpose, will be in force, as amended, after registering the present amendments in the official Book of Associations held by the First Instance Court of Athens.
Athens, 24th November 1997
THE CHAIRMAN OF THE BOARD THE SECRETARY OF THE BOARD
PANAGIOTIS KONTALEXIS KONSTANTINOS PENTEDEKAS