ARTICLES OF INCORPORATION Of the Society with registered offices in Athens and under the Corporate Name SOCIETY FOR THE ADVANCEMENT OF RESEARCH IN HUMAN RELATIONS

ARTICLES OF INCORPORATION

Of the Society with registered offices in Athens and under the Corporate Name

SOCIETY FOR THE ADVANCEMENT OF RESEARCH IN HUMAN RELATIONS

CHAPTER A

GENERAL PROVISIONS

Article 1

Registered Offices-Corporate name

The Society, lawfully established under the corporate name Society for the Advancement of Research in Human Relations and in abbreviation S.A.R.H.R., has its registered offices and operates in Athens.

Article 2

Purpose-Means

1. The purpose of the Society is: a) to advance scientific research in Greece on Personality and Human Relations and b) to assist in the application of the scientific findings in the field.
2. The aforementioned scientific purpose of the Society,  as a non-profit organization, ensures the gratis specialization of scientists necessary for the current and future studies of the Society and the gathering of the necessary scientific findings  for the advancement of research and scientific study on human sciences in general, the award of internal scholarships to new scientists involved in human sciences; the development of methodologies in various sectors of human sciences; the provision of the respective services to other non-profit organizations and to the wider section of the society either completely gratis or by a fee only to the expense budget.
3. The purpose of the Society mentioned in the paragraph above may be achieved via any lawful and appropriate means.

Article 3

Seal

The Society has an official seal which is determined by the Board of Directors.

CHAPTER B

MEMBERS

Article 4

Distinction of Members

1. Only natural persons may be members of the Society, subject to the provisions of this article.
2. Members fall under the following three categories:  Full Members, Extraordinary Members and Emeritus Members.

1. Full Members are comprised of the Founding Members. Henceforth, in accordance with the procedure of the following article Extraordinary Members who, on the one hand, are involved systematically and productively in scientific research regarding Personality and Human Relations and, on the other hand, those who show a firm and growing interest in the purposes of the Society, may become Full Members.

Extraordinary members, whose specialization is not related to the aforementioned research, may only be accepted as Full Members in the event that they show great zeal and engage in productive activity as regards the purposes of the Society.

1. b) Extraordinary members may be scientists of human-social sciences or other branches of science and who show particular interest in the purposes of the Society.
2. c) Emeritus members may be internationally accredited Greek or foreign scientists, who are declared as such by the General Assembly in accordance with the provisions of par. 3 of the following article.

Article 5

Admission of Members

1. The following are required for the admission of an Extraordinary Member:

1. a) His/her application.
2. b) The signatures of three Full Members supporting the application.
3. c) His/her declaration that he/she has knowledge of these articles of incorporation and that he/she unconditionally accepts them and
4. d) Payment of the determined Extraordinary Member registration fee.

The Board of Directors irrevocably decides on the acceptance of the aforementioned application of registration of a member with a ¾ majority vote of its members present at an ordinary assembly.

1. The following are required for an Extraordinary Member to become a Full Member:

a)His/her application.

1. b) The signatures of three Full Members supporting the application.
2. c) His/her declaration that he/she has knowledge of these articles of incorporation and that he/she unconditionally accepts them and

d)Payment of the Extraordinary Member registration fee.

The Board of Directors irrevocably decides on the acceptance of the aforementioned application of registration of a member with a 4/5 majority vote of its members present at an ordinary assembly.

1. Following a decision of the General Assembly of the Board of Directors, persons who provide the Society with invaluable services or are outstandingly active as regards its purposes are declared Emeritus Members.

Article 6

Members’ Rights

1. Only the members of the Society that have paid their subscription fees are entitled to be present at its General Assemblies.
2. Only the Full Members of the Society are entitled to vote at the General Assemblies.
3. Only the Full Members of the Society can be elected for the office of member of the Board of Directors and Auditor.
4. All members have the right to attend meetings and other activities of the Society and to enjoy the benefits of the activities.

Article 7

Members’ Obligations

1. The members are under the obligation to make every effort to fulfil the purpose of the Society and shall readily perform the activities they undertake and shall comply with the provisions of these Articles of Incorporation and of the Internal Regulations.
2. The members are under the obligation to pay regularly and without fail their subscription fees and to fulfil in a timely manner all of their other financial obligations.

Article 8

Deletion of Members-Penalties

1. The Board of Directors may following its decision delete or expel from the Society any of its member who acts contrary to the objectives and purposes of the Society or obstructs the execution of decisions of the Board of Directors or of the General Assembly or displays behavior which is incompatible with that of a member or the dignity, interests or purposes and methods used by the Society.
2. Any member who is opposed to the objectives and purposes of the Society or poses as an obstacle to the execution of the decisions of the BofD and of the General Assembly or whose conduct is incompatible with the dignity and interests of the Society, has disciplinary liability and is subject to disciplinary action and penalties and more specifically:

1. To a penalty of up to the amount of Greek drachmas two hundred thousand for a simple disciplinary breach.
2. Provisional expulsion of up to three months, in aggravating circumstances, at the discretion of the BofD, all these penalties unconditionally imposed by the BofD and d) Definite expulsion in accordance with article 88 of the Greek Civil Code.

In all the aforementioned cases, the member who is being prosecuted is invited by the BofD to submit written justifications within a reasonable deadline, whereas if not provided the BofD decides without them.

1. The re-registration of the deleted members as per above may be granted by a decision of the BofD  following the interested parties application and provided that all his/her obligations towards the Society have been fulfilled and the reason for deletion no longer exists.

Under no circumstances is the departing or for any reason deleted member from the Society entitled to request the refund of any amount paid by him/her.

Article 9

Resignation of Members

1. All members of the Society may freely and at any time resign from their office, via simply submitting a respective written declaration to the Board of Directors.

Article 10

Branch Offices

1. The Society may establish branch offices outside its registered offices, within Greece or abroad. The method of establishment, organization, management and operation of these branch offices is regulated by the respective Internal Regulations.
2. The Society may maintain other offices, in addition to its main offices in or outside Athens or abroad.  The organization and operation of these offices is regulated by respective Internal Regulations.

CHAPTER C

MANAGEMENT OF THE SOCIETY

Article 11

Composition of the Board of Directors

1. The Society is managed by a 5-member Board of Directors which is elected by its Ordinary General Assembly of the Full Members pursuant to the provisions of par. 2a of Article 4.
2. The term of office of the members of the Board of Directors is five years.
3. The election of the members of the Board of Directors by the General Assembly takes place based on the submitted candidacies or nominations to the Board of Directors at least five full days in advance. Based on the above candidacies and nominations, the Board of Directors draws -up a single ballot, which includes in alphabetical order all the candidates or nominees as per above. The voter determines the five he/she elects by placing a cross or other distinctive mark. In the event that there are more than five crosses or other respective marks indicating preference in a ballot, only the first five (down from the top) preferences are counted.
4. The first five who gather the most crosses or other marks indicating preference are elected. In any case, the remaining candidates are deemed substitute candidates. In case of a tied vote it is resolved by drawing lots.
5. The office of member of the Board of Directors is lost:

1. a) by a member who is absent from three consecutive ordinary assemblies of a total of four ordinary assemblies within a time period when two General Assemblies are held unless his/her absence is owing to illness or travel abroad, or other reason owing to force majeure. b) by a member who resigns from the office of member of the Board of Directors under the Conditions of the subsequent paragraph of this article.

1. All members of the Board of Directors may freely and at any time resign from this office, via simply submitting a respective written declaration to the Board of Directors. The resignation is deemed effective as of the date of the assembly of the Board of Directors in which the declaration of the resigned member is read out loud.
2. The vacant positions of members of the Board of Directors due to dismissal or resignation or other reason are filled in by the substitute candidates according to the number of crosses or other marks indicating preference gathered. Only two positions may be filled-in via the above method. In the event of vacancy of a third position also, an extraordinary assembly is convened by the Board of Directors with the item on the agenda being the filling-in of the vacant positions via voting.
3. The Board of Directors, which is constituted into a body within 8 days from its election, elects among its members its Chairman, General Secretary and Treasurer.
4. After each substitution of its members (via any of the methods mentioned in this article), the Board of Directors may re-distribute the offices mentioned in the above paragraph.
5. Any members of the Board of Directors, who hold any of the above offices, may freely and at any time resign from this office, via simply submitting a respective written declaration to the Board of Directors. The resignation is deemed effective as of the date of the assembly of the Board of Directors in which the declaration of the resigned member is read out loud. The provisions of the previous paragraph are applied hereto accordingly.

Article 12

Responsibilities of the Board of Directors

1.The Board of Directors determines the action plan of the Society, decides on the taking of all, at its discretion, appropriate for the achievement of its purposes measures, approves the provided herein Internal Regulations and manages the affairs of the Society in general.

2. The Board of Directors, if it deems that this will contribute to the successful organization, operation or action of the Society, may assign on the one hand the carrying out of specific responsibilities to its members or to Committees established by its members, while on the other hand the carrying out of special projects to members of the Society or to Committees established by its members.
3. The members of the Board of Directors are personally and collectively responsible for fulfilling the obligations which arise from these Articles of Incorporation, the Law and the decisions of its General Assembly.

Article 13

Rules of Procedure of the Board of Directors

1. The Board of Directors convenes ordinarily once a month and extraordinarily whenever it is deemed necessary by its Chairman or at least three of its members request it in writing, necessarily mentioning in the document the items to be discussed. The Board of Directors may meet also in a place other than the main offices of the Society and its registered offices, within Greece or abroad. The commencement and end of the assemblies is declared by the Chairman, who directs the discussions and puts the items to the vote.
2. The Board of Directors convenes always following a written invitation of its Chairman to its members, necessarily including the place, time and items on the agenda. In the event that at least three members of the Board of Directors request an extraordinary assembly and the Chairman does not convene an assembly within three days, the members who requested the meeting may convene the assembly by sending a written invitation to the other members, including the place, the time and the items on the agenda.
3. The Board of Directors is in quorum if at least three of its members are present, among which necessarily the Chairman.
4. Unless otherwise provided herein, the decisions of the Board of Directors are taken via the absolute majority of the members present. In the event of a tied vote, the opinion for which the Chairman has voted prevails. Decisions of the Board of Directors which are taken in breach of the provisions herein or of the Law are void and ineffective.
5. The minutes of the assemblies of the Board of Directors are recorded by the General Secretary in the respective book kept and are signed by the Chairman and the General Secretary, or in the absence of the latter, by one of the members present at the assembly.

Article 14

The Chairman

1. The Chairman, in addition to his/her other responsibilities arising from herein, directs, monitors and controls the activities of the Society, represents the Society against all third parties in court and out-of-court and before any authority and court and signs via its General Secretary all outgoing documents and payment orders.
2. In special cases, following the recommendation of the Chairman, the Board of Directors may assign to any other of its members the representation in accordance to the paragraph above.
3. In the event that the Chairman is absent or unable to act, he/she is substituted by any other member of the Board of Directors who is designated by the Chairman.
4. Full Members of the Society who offer exceptional services of critical importance for its scientific work may, following a decision of the BofD, subject to its final ratification by the General Assembly, be awarded the title of Honorary Chairman. These members, as EX OFFCIO, members of the BofD without any right to vote, will represent the Society in its scientific and only activities in Greece and abroad.

Article 15

The General Secretary

1. The General Secretary supervises the operation of the internal services of the Society and in particular it is responsible for executing decisions of the Board of Directors, implementing Internal Regulations, processing of correspondence ( endorsing, stamping outgoing documents and payment orders), drawing-up and keeping minutes of the assemblies of the Board of Directors, keeping the register of the members of the Society and the register of incoming and outgoing documents, as well as the  safekeeping of the files and seal of the Society.
2. The Board of Directors may assign the execution of specific responsibilities of the General Secretary mentioned in the paragraph above to the head of Services of the Society.
3. In the event that the General Secretary is absent or unable to act, he/she is substituted by any other member of the Board of Directors who is designated by the Chairman.

Article 16

The Treasurer

1. The Treasurer manages the funds of the Society, based on the approved annual budget and the respective decisions of the Board of Directors each time, he/she is responsible for any financial irregularity, collects sums due  based on duplicate receipts signed by him/her and makes payments based on payment orders signed by the Chairman and the General Secretary, keeps the treasury’s record, deposits at an account held by the Society at a recognized Bank the cash available, which it may withdraw only following a special order of the Chairman and the General Secretary, submits every quarter  to the Board of Directors a report on the cash position, prepares the annual balance sheet and the annual management report and is responsible for protecting the furniture and utensils and the assets of the Society in general.
2. In the event that the Treasurer is absent or unable to act, he/she is substituted by any other member of the Board of Directors, who is designated by the Chairman. In the event that the Treasurer is absent or unable to act for a period of three months or more, he/she is permanently substituted by any other member who is elected by the Board of Directors.

CHAPTER D

GENERAL ASSEMBLY

Article 17

Composition of the General Assembly

1. The General Assembly is composed of the Full Members of the Society. The other members of the Society may be present at the meetings of the General Assembly and express their opinions, without having the right to vote.

Article 18

Responsibilities of the General Assembly

1. The General Assembly is the supreme body of the Society which decides on any item which is submitted to it and on any item which serves the purpose of the Society.
2. The following are under the exclusive responsibility of the General Assembly:

1. the approval of the annual report on its activities,  the annual balance sheet and the management report of the Board of Directors.
2. the approval of the annual Auditors’ report,
3. the election of the members of the Board of Directors and Auditors,
4. the discharge of the Board of Directors from any liability,
5. the removal from office of members of the Board of Directors and the deletion from the Society of a member of the Board of Directors,
6. the amendment of these Articles of Incorporation,
7. the dissolution of the Society and h) following the dissolution of the Society the disposal of its assets,

1. The Ordinary General Assembly is solely responsible for a, b, c, and d above.

Article 19

Rules of Procedure of the General Assembly

1. The General Assembly convenes ordinarily in January each year, extraordinarily whenever it is deemed necessary by the Board of Directors or if requested in writing by at least one quarter of the Full Members of the Society, necessarily mentioning in the written request the items on the agenda to be discussed.
2. The General Assembly convenes always following the written invitation of the Board of Directors, which is sent to each Full Member at least ten days in advance.
3. Each Full Member of the Society may be represented in it by another member by virtue of a written proxy addressed to the Chairman of the General Assembly and submitted by it prior to the commencement of the assembly. At the General Assembly the above proxy exercises the rights of the principal arising from the Law and these Articles of Incorporation or those rights granted by the above proxy of the principal. Each Full Member may represent up to two other members.
4. The agenda of the General Assembly is drawn-up by the Board of Directors. In the event that one quarter of the Full Members of the Society request the convening of an extraordinary General Assembly, the agenda may not include items other than those included in the written request of the applicants addressed to the Board of Directors. The General Assembly may not decide on items not included on the agenda.
5. The General Assembly is in quorum if the Full Members who are present and who have fulfilled their financial obligations towards the Society exceed in number the absent members. Otherwise, the General Assembly reconvenes at the same time on the corresponding day of the forthcoming week, irrespective of the number of members present, a new invitation not being necessary. In order for a decision to be taken on the amendment of these Articles of Incorporation or the dissolution of the Society, it is necessary that ¾ of the Full Members are present.
6. At the beginning of the assembly and prior to any other task, the General Assembly elects its executive board, comprised of the Chairman, the Secretary and two Auditors.

Members of the executive board of the General Assembly may not be members of the Board of Directors. The Chairman declares the opening and closing of the General Assembly, directs the discussions and puts items to the vote. The Secretary keeps the minutes. The Auditors supervise the voting, the counting of the votes and the recording of the results. The Chairman of the Board acts as Chairman of the General Assembly until the election of its Chairman.

7.The decisions of the General Assembly are taken by a show of hands, with the exclusion of a secret ballot on the following:

1. a) the election or removal from post of members of the Board of Directors and Auditors,
2. b) confidentiality issues regarding the Board of  Directors
3. c) the approval of the report on its activities, the balance sheet and the management report of the Board of Directors and its discharge from any liability
4. d) personal matters in general
5. The decisions of the General Assembly are taken by the absolute majority of the members present or represented. With the exception of removal from office of members of the Board of Directors or of Auditors, the deletion of members of the Board of Directors, the amendment of these Articles of Incorporation by the Society, the dissolution of the Society and the disposal of its assets after its dissolution, where a 3/4 majority of the Full Members present or represented is required.
6. Decisions of the General Assembly taken in violation of the provisions of the Articles of Incorporation or the Law are void and ineffective. Any objection as to the validity of a decision can be submitted during the General Assembly which immediately decides on it. An appeal against the latter decision is not permitted. The validly taken decisions bind and obligate all members of the Society, present or absent or who object.
7. The minutes of the General Assembly are recorded by its Secretary in a special book and are signed by all its members and Chairman.

CHAPTER E

FINANCIAL MATTERS

Article 20

Funds

1.The resources of the Society are comprised of members’ admission subscription fees, their annual subscription fees, the income from the Society’s assets, donations, legacies and in general any other income lawfully received.

2. The admission subscription fee of the Society is Greek Drachmas 100 for an Extraordinary Member and Greek drachmas 50 for a Full Member. The annual subscription fee of members is Greek drachmas 50 for both Full and Extraordinary Members. The Emeritus Members do not pay an admission subscription fee or a subscription fee to the Society.
3. Any income from the provision of useful services to other organizations, undertakings, entities or and persons who in any way benefit from the special scientific advice of the society, ensure the advancement of the public benefit purposes of the Society.

Article 21

Financial Year

1. The financial year of the Society commences on January 1 and ends on December 31 each year.
2. At the end of each financial year the Board of Directors, along with the annual balance sheet, submits in the immediately following General Assembly, a management report on the management of the assets of the Society and on its financial position.

Article 22

Auditing Committee

The audit and supervision of the management of the BofD is assigned to a three-member Auditing Committee comprised of members of the Society. The Auditing Committee supervises and audits the actions of the BofD and of the Treasury/Reserves, monitoring the legality of their activities. It is entitled to review the Society’s documents and books and request at any time evidence as to the content of the Treasury.

It prepares a report on the management of the BofD and submits it to the General Assembly. The Auditing Committee at the first meeting after its election elects its Chairman, who coordinates its activities. The Auditing Committee holds a minutes book in which its minutes and decisions are recorded on audits performed, as well as its respective reports to the General Assemblies.

Article 23

Liquidation

1. Following dissolution the Society is under liquidation and is deemed to exist only for the needs of liquidation.
2. Following the Society’s decision on its dissolution, on the one hand the General Assembly elects from its Full Members three liquidators acting by a majority to proceed with the liquidation of the Society’s assets in accordance with the law, on the other hand it decides on the disposal of the net product of liquidation.

CHAPTER F

FINAL AND TRANSITIONAL PROVISIONS

Article24

Internal Regulations

The details for the implementation of these Articles of Incorporation and in general the details of organization and operation of the Society and its services ae regulated by the Internal Regulations drawn-up by the Board of Directors.

Article 25

Final Provisions

1. The Society is not dependent or involved in any way in the performance of any commercial acts.
2. The binding provisions of the law on societies each time, under penalty of invalidity, are applicable and constitute part of these Articles of Incorporation, whereas for anything not specifically provided, because the Board of Directors of the Society is not entitled or is unable to take a decision, the provisions of the Greek Civil Code and it Introductory Law and the legislative provisions on societies in general are implemented.

THE FOUNDING MEMBERS

The Chairman

fee stamps

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