CYPRUS FINANCIAL SERVICES FIRMS ASSOCIATION

Articles of the Association

Article One
Establishment
The Association, named “Cyprus Financial Services Firms Association” is established and based in Nicosia and shall act under the auspices of the Cyprus Chamber of Commerce and Industry.

Article Two
Purpose of Establishment 
The purposes for the establishment of this Association are the following:

a.      To provide an organizational structure for its Members, promote and support their interests, professional ethics and reputation of its Members, under the auspices of the Cyprus Chamber of Commerce and Industry.

b.      To study all issues which may influence the interests of the profession, follow and propose legislative measures that influence the interests of its Members, to submit before the Ministry of Finance, the House of Representatives, the Cyprus Stock Exchange, the Cyprus Securities and Exchange Commission, the Athens Stock Exchange, the Hellenic Capital Market Commission, or any other Authority, reports, petitions and memorandums and dispatch representatives to these and any other Authority.

c.      To maintain good relations with the Board of the Cyprus Stock Exchange (herewith «the C.S.E»), the Cyprus Securities and Exchange Commission, the Central Bank of Cyprus, the Athens Stock Exchange (herewith «the A.S.E»), the Hellenic Capital Market Commission, the Public Companies Association, the Cyprus Chamber of Commerce and Industry and other relevant Authorities and / or Associations.

d.      To maintain relations with International Stock Exchanges and other relevant Associations and Organizations.

e.      To organize conferences, gatherings, lectures and other general events in order to educate its Members, circulate useful information in relation to the provision of investment services and generally serve and promote the aims of the Association.

f.       To promote the study of issues in relation to the investment services and offer scholarships for the achievement of this target; to render prizes or to offer other rewards and distinctions, under those terms and conditions as they will be determined from time to time.

g.      To borrow money with or without burdening all or part of the Associations’ property.

h.      Create a Library to be used by its Members or any other authorized persons, collect and publish information for the benefit of the Associations’ Members.

i.       Make donations or contributions for public and educational purposes and charity organizations.

Article Three
Accomplishment means of the purposes

a.      To dispatch memoranda to the Government, to Civil Services and Semi-public organizations, Supervisory Authorities in Cyprus and abroad, local Authorities and generally to every legal Authority and, or physical entity.

b.      To produce and publish leaflets, newspapers or/ and magazines, creating awareness of the problems, demands and activities of the Association.

c.      To organize professional, artistic, humanitarian, cultural, social, educational, informative and other events that serve and promote the Associations aims.

d.      Collaborate with Supervisory Authorities, Organizations and Associations at home and abroad, which can help promote the aims of the Association.

e.      Gather funds from subscriptions, contributions, donations, bequests, subsidies etc.

f.       With the decision of the General Meeting of the Association acquisition and/or disposal of property through purchase, sale, donation and/or otherwise that.

g.      Contracting of loans from legal and/or natural entities and organizations in order to promote the aims of the Association.

h.      With any other way the General Meeting or the Board considers appropriate.

i.       Observe the Associations Code of Conduct as a means of protection and maintenance of the professional ethics and reputation of the Members of the Association.

Article Four
Members

a.      Eligibility for Membership to the Association is reserved for legal entities that are authorised by any Supervisory Authority of a member state for the provision of investment services as well as Banking Institutions and Custodians.

b.      It is understood that any legal entity, holding an authorisation to provide investment services, and wishes to become a Member of the Association must submit an application to the Board, with the appropriate registration. It is further understood that the legal entities holding an authorisation to provide investment services and were Members of the Cyprus Stock Exchange Members Association automatically become Members of the Association provided that they give written notice for this.

c.      Each Member will appoint its representative to the Association and notify the Board in writing. The representative must be an executive of the Investment Firm, according to the Article 14(2) of the Investment Firms Law 148 (I) of 2002 as it has been amendment, or any other certified executive, according to the Announcement of the Ministry of Finance regarding the certification procedure for executives and employees. The nomination of each representative is for a period of three (3) years.

It is understood that the representatives of the Members, with their nomination, will absolutely commit the Members that they represent and each Member must commit to ratifying any act or statement of its representative with regard to the activities and operation of the Association.

Further it is understood that one month prior to the expiration of the full term of the representative’s appointment the Member must notify the Association in writing about the representative for the next three years.

In the case where a representative ceases to be employed by the Member, the Member must notify the name of the replacement at the latest within a week from the dismissal. The new nomination will last until the end of the full term of the representative who was replaced.

The Members must inform their initial representative at the latest one-month after the date of the constitution of the Association and their term of service will expire on 31.12.2007.

Article Five
Members Certificate

Each Member will be eligible to hold a Certificate of Membership, which will bear the seal of the Association. All the certificates that will be published by the Association will remain as property of the Association and the holder of such certificate is obliged according to the present statute to return the certificate to the Association simultaneously with its dismissal as a Member.

Article Six
Resources

The funds of the Association are raised from:

a.      The rights of registration and the subscriptions of the Members as they are defined by the Statute or by the General Meeting.

b.      Contributions, donations, subsidies from the Members of the Association or others.

c.      Donations and legacies.

d.      Income from various activities, events and/or services.

Article Seven
Subscription - Right of registration

a.      Each Member is obliged to pay: (a) a lump sum of 250 C.P. for its registration as a Member of the Association and (b) the annual subscription which the Board changes from time to time, as a subscription for the cover of all necessary obligations, operations and other expenses of the Association.

b.      The Board may, on its decision, after an application of a Member, reduce the annual subscription of that Member, or to exempt it from the payment of the particular debt.

c.      All subscriptions are payable on the 1st of January each year.

Article Eight
Addresses of Members

Each Member is obliged to provide the Board with legitimate information regarding its address for the purpose of keeping records. Legal entities have the duty to provide legitimate information regarding their registered office, in accordance with the provisions of the herein contained article.

Article Nine 
Obligations and Rights of Members

a.      Obligations
Each Member is obliged to commit itself to the provisions of the present Statute and the Code of Conduct of the Association, the decisions of the Board and the General Meetings and to fulfill without failure the economic obligations to the Association.

b.      Rights
Each Member has the right to elect and to be elected, as far as it has submitted its subscriptions and has participated in all the events and activities of the Association.

c.      Suspension of a member
A Member of the Association is suspended when:

 (i)        It delays paying its subscriptions for more than a three-month period.

(ii)        It does not observe the provisions of the Statute of the Association, the provisions of the Code of Conduct of the Association and the decisions of the Board and General Meetings.

(iii)       It acts at infringement of the provisions of the Statute of the Association and General Meetings.

(iv)       The suspension of a Member for delaying to pay its subscription for a time period more than three months, is executed with a majority decision of the Board, while the suspension of a Member for the reasons that are reported in paragraphs (ii) and (iii) above are executed with a decision of the General Meeting, Annual or and Extraordinary one.

(v)        With the resignation of a Member according to article 11 of the present Statute.

(vi)       With the decision of the Disciplined Committee of the Association.

(vii)      If it ceases to be an Investment Firm.

d.      Each suspended Member is able to re-register:

(i)         when it, settle its outstanding subscriptions, if it was suspended for that reason

(ii)        If it gives adequate explanation to the Board Council and these explanations are accepted by the General Meeting, Annual or Extraordinary, if it was suspended for one of the reasons in paragraph 9 (c) (ii) (iii) and (v) above and if it has arranged any financial obligations to the Association.

Article Ten
Condemnation of Member

If any Member is condemned of a serious criminal offence, or is involved in disgraceful actions as judged by the Board, it immediately ceases to be a Member. The Board can restore this Member according to the Board’s discretion.

Article Eleven
Resignation of Member

Any Member can submit its resignation from the Association, with the submission of a written notification to the Board, via the General Secretary. The Board does not have the right to refuse the resignation.

It is understood that the Member will be considered as having resigned from the date it receives the notification from the Board.
Further, it is understood that if any Member resigns after the first of February, it will be responsible for the subscription due, concerning that year.

Article Twelve
Bodies - Administration of the Association

The main bodies of the Association are the Board and the General Meetings.

Article Thirteen
Administrative Council

A.     General

The Association is run by a seven member Board which is constituted by the: Chairperson, Vice-President, General Secretary, Organizational Secretary, Treasurer and two (2) Advisers. The full term service of the members of the Board is three-years. Members of the Board can only be representatives of the Members.

No representative of a Member can be elected as a member of the Board for more than two continuous full term services. At least two members of the Board must be representatives of a Bank, which provides investment services or a subsidiary company of which at least one must be a Member of the Cyprus Stock Exchange.

At least two members of the Board must be representatives of a Cyprus Investment Firm, which is not a Bank or a subsidiary company, of which one must be a Member of the Cyprus Stock Exchange and at least two members of the Board must be representatives of an Investment Firm from abroad. If no Investment Firm from abroad shows any interest for submission as a candidate, or until there is going to be an interest, representatives of Members of other categories will take the places and the only criterion will be the maximum number of votes that will be assembled.

In the case where the elected Chairperson is a representative of a Bank Member, or a subsidiary company, then the Vice-President must be a representative of a Member that is not a Bank or a subsidiary, and vice-versa.

It is understood that for the purposes of the present article, a Bank means an institution that provides banking services according to the Banking Operations Law and a Member in which the Bank participates directly or indirectly in its published shared capital with a percentage of more than 25%.

In the case a member is resigned or suspended, the new members of the Board are elected with common voting during the General Meeting.

Members of the Association submit their candidacies in writing, at least seven days prior to the beginning of the operations of the General Meeting and in no case more than twenty-one days before.

After the election of the seven members of the Board, the elected members must form a body at the first meeting of the Board, which should take place within a period of 15 days from the date of election.

In the case of a resignation of more than 5 members of the Board, then elections must take place within (1) one month for the appointment of a new Board. In the case of surrogate elections once again they must be conducted within a period of one (1) month.

The first Board is the following:

-     Chairman                                           Christodoulos Ellinas
-     Vice-president                                   Yiannis Ioannou
-     General Secretary                              Petros Economides
-     Organizational Secretary                    Stavros Hadjikyriacos
-     Treasurer                                           Michael Xiouros
-     Member                                            Costas Toumpouris
-     Member                                            Stavros Agrotis

B.     Duties and Powers of the Board

(I)        The Board may exercise all the powers of the Association, obtain loans and overloads or mortgage all or part of the Association’s property, as collateral for any debt.

(II)       The Board is empowered to pay for the expenses of the establishment and registration of the Association and to exercise all the powers of the Association excluding however those which according to the Law or to the present Statute should be exercised by the General Meeting. No regulation enacted by the Association may cancel any previous action of the Board.

 (III)     The Board shall have the following special powers and duties:

1. May place before the General Meeting any issue it considers essential for the Association or its aims and interests or which influences the interests of the stockbrokers’ profession and to proceed in any relevant suggestion it considers proper.

1. May see to any issue that might be placed before it as a matter influencing the Association or the conduct of any Member of the Association or its representative, influencing in turn, the professional position of a Member or the reputation of the Association.

1. The Board is entitled, according to the terms of the present Statute, to appoint or dismiss the members of any committee.

1. The Board is entitled to appoint any person or persons as employees of the Association for such period, under such terms, as it consider appropriate and may recall any such nomination or modify the terms of employment, as it considers right.

1. The Board is concerned with the observation of all minutes of the Association.

1. The Board of Directors is entitled, to appoint legal Advisors

C.     Members of the Board

(a)     Chairperson

Duties of Chairperson

           
(I)        The Chairperson presides in all the meetings of the Board and represents the Association in all public functions.

(II)       Along with the General Secretary, they sign the correspondence and any other documents of the Association.

(III)      He/she has the winning vote in case of equal votes of Board decisions.

(IV)      He/she represents the Association in Court and before any public or other Authority.

(V)       Along with the Treasurer, gives written orders to the accounts department of C.C.C.I. for payments over than CY50.

(IV)      Along with the General Secretary, they convene the Annual General Meeting.

(VII)    In the case of absence of the Chairperson, the Vice-president will substitute him/her and in the case of absence of Vice-president the General Secretary will substitute him/her.

(b)     Vice-president
         Vice-president Duties     

         He/she substitutes the Chairperson in all duties if absent or cannot attend.

(c)     General Secretary
         Duties of General Secretary

(i)         Along with the Chairperson, he/she is in charge for the convocation of the Extraordinary and Annual General Meetings.

(ii)        He/she keeps the minutes of the meetings of the Board and the General Meetings.

(iii)       Prepares the documents and the correspondence of the Association and signs them, along with the Chairperson.

(iv)       Keeps the records and the seal of the Association.

(v)        Maintains a register of Members, with names, addresses, phones and other information of Association Members, as well as the date of registration, deletion, resignation and re-registration of the Members, and the date of refunding of their economic obligations.

1. Substitutes the Chairperson on the absence of the Vice-president.

(d)     Treasurer

         Duties of the Treasurer

(i)            Is in charge of the Association’s Finances.

            (ii)           Is responsible for keeping the Association’s income as well as all payments assigned to him/her by the Board.

            (iii)          Presents the balance sheet of the Association in the General Meetings.

         (iv)          Is responsible for issuing all numbered receipts and contributions.

(v)           Is responsible for keeping all required accountant books on the financial
administration of the Association.

                        (vi)          Along with the Chairperson, and in the absence of the General Secretary, signs the correspondence or the documents of the Association.

(e)     Organizational Secretary         
         Duties of the Organizational Secretary

Is the person in charge for the organization of the Association, its activities and the attendance of new Members.

(f)      Members

         Duties of the members

They perform duties assigned to them, by the Board.

D.     Decisions of the Board of Directors

Decisions are reached by simple majority of the Board members present. For its implementation, it has to be signed by the Chairperson and the General Secretary. If they are absent or unable to attend, the Vice-president and the Treasurer sign any decision document respectively.

E.      Dismissal of a Board member

In case a member of the Board and/or the Board in its entirety ascertains that any Board member is not acting in accordance with the Board’s decisions, and/or the General Meeting and/or the articles of the Association, then one third plus one of the Members {with the fractions to the unit added up} are entitled, to request in writing, from the General Secretary, an Extraordinary General Meeting within ten days, in order to investigate a particular charge against a member or members of the Board. In case a member or members of the Board are dismissed, then the Assembly will meet to elect a new member or members.

F.      Removal of an Advisor

The advisor’s position becomes vacant if:

-     The person is no longer an advisor based on the previous article
-     declares bankruptcy
-     is mentally incapacitated
-     resign of his/ hers office
-     is absent from three or more meetings of the Board without a just cause
-     stops being a certified executive or employee according to the Law of Investment Firms  148{I} of 2002, as amended.
-     if the Member he/ she is representing, stops being an Investment Firm.

Furthermore, the office of advisor becomes vacant, if a liquidation order is issued against the Member, the advisor is representing.

G.     Election of Board members

When a member of the Board withdraws or is dismissed, the General Meeting holds elections to replace him/her. The person must have submitted his/ hers candidacy, at least seven days before the scheduled meeting of the Meeting.

H.     Board proceedings

The Board can convene to conduct its business, as it chooses, postponing and scheduling meetings when it deems appropriate, given it will meet at least once every two months. If any Member, at any time, requests a meeting of the Board, the General Secretary is obliged to call such a meeting.
Any issues raised during a meeting of the Board, are solved through voting. In the case of a tie, the Chairperson has the winning vote. Any member that is abroad during the certain time does not need to be informed about a meeting of the Board.
The immediate former Chairperson and Vice-President of the Board become ex-officio members and will be entitled to be informed about meetings, attend and offer their views. However, they will have no voting right.

I.       Quorum

The Board itself will determine the minimum number of members needed to conduct the Boards’ business. Where this is not possible, this number is set at three.

J.      Presiding over Board meetings

The Chairperson presides at meetings, with the Vice-President taking over in his/her absence. In case they are both absent, the members present will elect the person presiding.

K.     Decisions in writing

A written decision signed by all members of the Board, will have equal validity to a decision approved at a scheduled meeting of the Board.

Article Fourteen
Annual General Meeting

All active Members of the Association, who have settled outstanding subscriptions, are entitled to attend and vote at the Annual or Extraordinary General Meeting.

A.     Annual General Assembly

The Board calls the Annual General Meeting every year. Given that the board calls the first Annual General Meeting, within 18 months from its establishment, it is not obliged to call a meeting again during the year it was established, or the next year.
The agenda of the Annual General Meeting will be as follows:

1. The Annual Report of the Board containing an account of the proceedings.
2. Electing a new Board, if its term in office has expired.
3. Drawing up a plan of action, until the next Annual General Meeting.
4. Any other issue set by the Board on the invitation for the Annual General Meeting, as well as any other issue that the Annual General Meeting decides to discuss.
5. Discussion of the annual accounts.
6. Appointment of auditors for the following year and approving their fee.
7. Looking into any other issue the Board places, according to the provisions of the Association’s statute, on the agenda prior to the Annual General Meeting, or any Member places, under the specifications provided below.

         An issue, could be brought to the attention of the Annual General Meeting, not just by the Board, but also through a proposal by a Member, supported in writing, by at least two other Members. A written notification of the issue, should be handed to the General Secretary, at least 14{fourteen} days, before the Annual General Meeting convenes.

1. Decisions of the General Meetings

Decisions are reached by simple majority of the present Members, with the right to vote, unless the Statute provides otherwise.

C.     Extraordinary General Meeting

         The Board calls it:

1. Anytime it considers it necessary to do so
2. Following a written request by at least one fifth plus one of the Members with the right to vote {adding up all the fractions to the nearest unit}

         The request must list the issues that the Members are asking to be discussed by the Extraordinary General Meeting. The Board is obliged to call an Extraordinary General Meeting within 21 days of receiving the written request. If it fails to do so, those requesting an Extraordinary General Meeting, are entitled to call the meeting themselves, following a month after the submission of the request.

Decisions at Extraordinary General Meetings are reached in the same way as those in the Annual General Meetings.

Notification of General Meetings

    
The Annual General Meeting will be called, following a written notification of 21 days, while any other meeting of the Association, will be called with a written notification of fourteen days.

The day on which the notification is received or considered to be received, as well as the day the Meeting is scheduled, is not taken into account. The notification must specify the place, time and hour of the Annual General Meeting and in case of “special business”; it must define the nature of that business.

It is understood that the Annual General Meeting of the Association, independent of the fact that it is called with a notification less that the one defined in the present rule, will be considered duly called if:

-        in case of an Annual General Meeting, the total number of Members eligible to attend and vote, must be present and
-        in case of any other General Meeting, 95 percent of the voting Members must attend.

Failure to deliver a notification for calling a General Meeting or no notification for calling a Meeting by any Member does not annul the business of the Meeting.

Members present

 
The Annual General Meeting is considered to be completed when one third plus one of the Members is present {adding up the fractions to the nearest unit}.

President of General Meetings

The Chairperson of the Board presides over the General Meetings, with the Vice-President taking over if he/ she is absent. If both are not present, then the General Secretary presides. In the event that all three are absent, another member of the Board will preside, following an election by the General Meeting.

It is understood that in the event, the General Meeting is going to hold elections; a three-member returning board presides, elected by Meeting Members. The Chairperson and two members will make up the returning board. It will form into a body immediately following its election and disband following the end of the General Meeting.

Postponement of General Meeting

If there is no quorum, within half an hour from the scheduled start of the Meeting and if the General Meeting has been called, following a specific request, it will be cancelled. In any other case, it will be postponed for the same day in the next fortnight, at the same time and the same place, or how else the Board decides.
In the case of a postponement, the Board will notify the Members, at least seven days in advance, about the time and the place where the General Meeting will convene. If at the reconvening of the postponed Meeting, there is no quorum, within half an hour from the scheduled time, the present Members, given that their number is not less than five, will be considered the complete Meeting.

The Chairperson is entitled, through the consent of any Meeting, where there is quorum, to postpone the Meeting, but in the reconvened postponed Meeting, no other business can be conducted, other than the one left pending from the postponement.

If the Meeting is postponed for thirty days or more, Members will be notified, with the same procedure as the calling of the initial Meeting.

H.     Written decision

A written decision signed by all the Members that have a voting right, will be as powerful and valid as if it was reached at a General Meeting assembled and convened.

I.       Voting

At any General Meeting, barring the cases where there is a ballot vote by the Chairperson or at least three Members present or voting by proxy, a statement by the Chairperson that any decision has been approved by a show of hands or approved unanimously or by majority and recorded in the minutes of the Association, is considered an indisputable testimony to that fact.

A vote by ballot which has been duly requested, will be conducted as suggested by the Chairperson of the Meeting and the result of the voting will be considered as a decision of the Meeting, for which the voting was requested.

A voting Member, present at the General Meeting, is entitled to refuse to cast a vote on any issue, but will not be considered absent from the Meeting, due to its denial.

In case of voting by ballot, the votes can be cast personally or by proxy.

J.      Proxies

A member with voting rights is entitled to appoint as proxy, any other Member who also has voting rights. It is understood that no Member will be allowed to act on behalf of more than two Members.

The act of appointing a proxy is valid only when submitted in writing and signed by the Member that has appointed a proxy or a representative, authorized to do on their behalf. The relevant document has to be submitted to the Association or anywhere else it is determined, along with the notification for convening a General Meeting, no later than 48 hours from the time set for the convening of the Meeting.

K.     Validity of votes

It is not possible to appeal against the validity of any vote, unless it is during the Meeting where the vote was cast, while a vote that has not been declared null and void, will be counted. The three member returning committee will be the one and only judge of the validity of every vote cast in any meeting of the Meeting.

L.      MINUTES

Every entry in the minute’s book of the General Meeting business will be, until otherwise proven, considered being a correct entry and therefore an authentic record of the Association’s proceedings.

Article Fifteen
Honorary Presidents

The General Meeting, following a suggestion by the Board, is entitled to declare any natural person as an Honorary President of the Association, given that he/she fulfills the following criteria:

1. Has at least ten years of experience it the investment services sector.

1. Has been, at least once, a member of the Board and/or the Board of any of the previous Associations.

The Association can declare a maximum of three honorary presidents.

It is understood that honorary presidents will be entitled to attend the meetings of the Association’s Board, having the right to express their views, but no voting rights.

It is further understood that the office is for life.

Honorary presidents declared by previous Member Associations and/or Brokers Associations; maintain their office in the current Association.

 
Article Sixteen
Executive Secretary

The Board will appoint an Executive Secretary that will be responsible for the day to day business of the Association and duties beyond that, whose terms of employment will be determined through a contract.

Article Seventeen
Representation

The Association will be represented in and outside the Court by the Chairperson or the Vice-President, in his/ hers absence. If both are absent or unable to represent the Association, the General Secretary will undertake this role or any other member appointed by the Board.

Article Eighteen
Audit Control

An auditor or auditors will be appointed.

Article Nineteen
Bookkeeping

The Board is responsible for keeping the appropriate accounting books in cooperation with the accounts office of the Cyprus Chamber of Commerce and Industry in connection to:

(a)     all the money collected and spent by the Association along with details and the necessary receipts of all money collected and all expenses

(b)     all the Associations’ purchases and sales

(c)     all the assets and liabilities of the Association

Improper bookkeeping would constitute not keeping such accounts as necessary to provide a true and accurate picture of the Associations’ financial situation and an explanation of its business.

Article Twenty
Annual Accounts

(A)    The Board is responsible for drawing up and making available before the General Meeting, income and expenses accounts, balances and relevant reports.

(B)    Copies of every balance, which will be presented before the General Meeting, must be sent to every Member, no later than seven days from the date the Meeting is called to convene.

Article Twenty One
Discipline

1. Any Member or other person, will be entitled to notify the General Secretary of any facts or evidence in relation with the actions or behavior of a Member or a representative of a Member, which could be considered inappropriate to the Member’s professional capacity or that of their representative, therefore discrediting the Association or contravenes the provisions of the Statute or the Code of Ethics. In such a case, the General Secretary is obliged to inform the Board of this evidence.

(B)    During its next meeting, the Board will refer the complaint to a Disciplinary Committee, which will be made up of three (3) members, one of which will be a member of the Board, provided that they are not involved in the case.

(C)    If the Disciplinary Committee finds that no case can be supported against the particular Member or their representative, it will reject the complaint and inform the Board in writing.

(D)    If the Committee decides that there is a case against the Member or its representative, it will go ahead with an investigation and give both the complainant and the Member or its representative, the possibility to appear before the committee either in person, through their lawyer, another Member, or submit a written report to the Committee.

1. Having looked into any complaint against a Member or its representative, the Disciplinary Committee, is entitled to reject the complaint and decide that given section F of the present article, the Member accused must be expelled from the Association or be stripped of its office as Member or representative of a Member, for such a period as the Committee, considers appropriate.

(F)  No other decision will be taken by the Disciplinary Committee, than to reject the complaint, on the basis of section E of the present article, unless at least two of the present members choose to vote otherwise.

(G)    The decision of the Committee is final and will be communicated in writing by the Board, informing all interested parties.

(H)    If a Member is expelled from the Association, has its capacity as a Member being temporarily revoked or stops being a Member, must return its Member Certificate to the General Secretary.

(I)     Any person that has ceased to be a Member of the Association and any person, who has had its Member status temporarily revoked, can submit an application for re-enrollment, which the Board can approve, under such terms and conditions, as it deems appropriate.

Article Twenty-Two
Institutions

1. The Board can enact institutions, which will put to the General Meeting for approval. They will concern the management of the Association and the best and most detailed carrying out of the Associations’ goals. The Board is entitled to amend these institutions, given that they do not clash with the provisions of the Associations’ Statute.

(B)    Any institutions enacted by the Board, will bear the official seal and could be cancelled or amended by the Board at any moment in time, through a majority decision of all the members or a document that bears the Associations’ official seal.

(C)    All institutions will be fully binding to all Members.

1. None of the institutions annuls, amends or transforms any provision included in the present Statute and in the event of any clash between institutions and the Statute, such an institution becomes null and void.

(E)    Any institution providing for anything for which, according to the current Statute, should have been provided for through a decision at a General Meeting, will be considered unlawful.


Article Twenty-Three
Notifications

1. The Association can deliver a notice to any Member, either by hand, through the mail, via e-mail or fax, which is given or sent to Members appearing on the Members Record as well as the Associations’ auditor at the time.
2. Any notification sent through the mail will be considered as delivered on the day in was posted and enough proof of the delivery will be to prove that the letter had the correct address and the stamp was paid.

Article Twenty-Four
Statute amendment 
  
A statute amendment is possible at any General Meeting, as long as the issue is referred to in the invitation. In order to reach such a decision, it is required that more than 50 percent plus one of the Members are present and three quarters of those present, vote in favor of the amendment.

 In order to reach a decision to amend the goals of the current Statute, it is necessary that three quarters of all the Association Members consent.  

Article Twenty-Five
Disbanding of the Association

A decision to disband the Association can be taken at any General Meeting, as long as the issue is referred to in the invitation, on the following occasions:

1. with a majority decision of three quarters of those present.

2.      With a Court decision:
(a)     if its goals cease to be attainable
(b)     if the goals of the Association become illegal or they are differentiated from those for which it was originally set up.

In case the Association is disbanded, its property will pass on to a charity organization of the Board’s choice or as otherwise decided by the General Meeting. In no case will it be distributed among its members.

Article Twenty-Six
Emblem and seal
The Association will have an emblem and a seal, bearing the name of the Association.

Article Twenty-Seven
Statute implementation
This Statute was approved by article and in its entirety and is put into effect as of today, 26-10-2006.