Memorandum of Association

Memorandum of Association

For the Association that is located in Athens with the registered name:

“TRIDENT-STAR – HELLENIC ASSOCIATION OF FRIENDS OF DIVING PARKS”

 

 

  1. ESTABLISHMENT – REGISTERED NAME – CENTRAL OFFICE
  2. Article 1
  3. An association is being founded bearing the registered name “TRIDENT-STAR / HELLENIC ASSOCIATION OF FRIENDS OF DIVING PARKS” with the abridged title “Trident-star / HAFDiP” or only “Trident-star” and with the insignia of a circumscribed trident.
  4. (The Greek rendering is: «TRIAENASTIR – ENOSI FILON KATADYTIKON PARKON» with the abridged title «TRIAENASTIR».
  5. The central offices of the Association will be in the city of Athens and its first office will be located in an apartment on Valaoritou Street no.9 or whichever other location is decided upon by the Members of the Board of Directors of the Association. A change of offices does not have to be indicated nor is required to have an alteration of this said document.
  6. PURPOSE
  7. Article 2
  8. The Association’s nature and purpose is non-profit.
  9. The Association’s purpose is:
  10. The promotion, popularization, development, and support of the institution of Diving Parks primarily in Greece but, also of those abroad.
  11. The continuously ongoing research and improvement in regards to the techniques, rules, and methods for the creation, organization and functioning of Diving Parks.
  12. The restoration, protection, safeguarding of its viability, the preservation and guarding of the sea and, all in all, the underwater, coastal and shoreline, the natural, cultural and archeological environment especially within the institution of Diving Parks and the familiarization, heightening of sensitivity and mobilization of the general public and the legal authorities regarding these.
  13. The dissemination and promotion of diving and the, all in all, underwater activities especially those that are related to the institution of Diving Parks and the updating and heightening of sensitivity of the general public and the legal authorities regarding this area.
  14. The collaboration with third parties and with the legal authorities and the assumption or with whatever way of involvement in every type of National, European, private or other programs of all types for the achievement of the goals that are mentioned herein.
  15. The organization of research, conferences, seminars, cultural or other types of events of all types as well as the publication, promotion and, all in all, the publication of books, magazines and literature or audio or television projects of every type in relation to Diving Parks and underwater diving and, all in all, underwater activity and the environment or whatever is beneficial to it.
  16. The assumption of initiatives and every type of program that is related to the stipulations of the present document.
  17. The development of relations and the collaboration with specialized scientists, Greek and foreign, and the participation in domestic associations, federations, companies and other analogous national and/or foreign institutions toward fulfillment of the purposes that are mentioned herein.
  18. The establishment of branches in other locations within and outside of Greece.
  19. The promotion, assistance, defense and protection, be it administrative, legal or otherwise in regards to the rights and interests of all and to each and every member of the Diving Parks, but, also, all in all, for matters that according to the present document concern those and the refutation of every nature of infringement and danger that threaten them. The activities in question are exercised amongst others, with the representation of the Administration, participation in institutions or organic governmental or otherwise with the holding of trials or, in general, participation in those, with the rendering of economic and ethical support wherever it is necessary.
  20. Every activity and every means that aim for the promotion of the purposes of the Association even if they are not explicitly stated in the present document.
  21. Article 3
  22. The Association continues to exist so long as its regular members are not less than (10) ten.
  23. Article 4
  24. The Association has administrative and economic autonomy, that is governed by both the stipulations of the legislation in the Civil Code regarding Associations and by the Charter. Interference by another association that is contrary to the wishes of the Association regarding its autonomy, independent of the level, or by any other third party, will not be accepted and thereby obligatorily rejected by the organs, since they are not supported by the law.
  25. MEMBERS – RULES FOR ENTRY
  26. Article 5
  27. The members of the Association are distinguished as probationary, regular and honorary.
  28. Those who submit an application for membership to the Association are regarded as probationary members, up until the time that their application to become regular members is accepted and up until that time that they have received this status.
  29. Everyone can become a regular member, Greeks and foreigners alike wherever they may reside, provided they fulfill the conditions of the law and those of this charter. From the time of their registration as probationary members, there will necessarily need to follow a period of five (5) years –during which time they have to have entirely fulfilled their economic and other, as per the charter, responsibilities, and with the decision of the Board of Directors who reserve the right to abridge the time-limit according to their judgment.
  30. Honorary members are elected by the Board of Directors after a proposal set forth by at least three (3) regular members and with the approval of the President of the Association, natural or legal persons who have distinguished themselves by their excellent offering in the areas that are related to the purposes of the Association or that, even if they are non-members of the Association have supported its existence and its efforts. With a decision of the Board of Directors, according to its judgment, honorary members will be able to be free of their economic responsibilities as stated herewith entirely or in part.
  31. RULES FOR DEPARTURE
  32. Article 6
  33. Each member of the Association has the right, after a declaration to the Board of Directors, to depart at whatever time from the Association. The said declaration of departure must be made known to the Board of Directors, and whatever dues that have already been submitted are not returned to the departing party. The departing member has no claim upon whatsoever property that is the Association’s or otherwise.
  34. RULES FOR EXPULSION
  35. Article 7
  36. Any member that counters the aims and objectives of the Association or creates hindrances to the execution of the decisions of the Board of Directors and the General Assembly or that his/her conduct and demeanor are irreconcilable with the proper respect and responsibility towards the Association, is expunged from the member list with the ruling of the Board of Directors and the approval of the President. That decision can be contested before the General Assembly within three (3) days from the time of notification. The General Assembly ultimately rules on the member’s being expunged by a simple majority.
  37. MEMBER’S RIGHTS AND RESPONSIBILITIES
  38. Article 8
  39. Regular members are obliged to prepay the sum of €1.000 (One thousand euros) for their registration in the Association and the sum of €1.000 (One thousand euros) for their yearly dues in the Association. The General Assembly is qualified to decide the full or in part exemption in regards to the founding members from the above payment as well as the readjustment of the above sum. Contingent additional offerings can be decided upon only by the General Assembly by a 2/3rds
  40. Article 9
  41. Regular members are obliged to:
  42. –regularly remit to the Association their dues
  43. –to participate in the General Assembly
  44. –to actively support the fulfillment of the Association’s purposes
  45. –to abide with the Charter’s stipulations and with the Association’s regulations.
  46. Article 10
  47. Regular members that abide with the Charter’s stipulations, with the decisions of the General Assembly and the Board of Directors and do not owe any dues have the right
  48. –to take part in the General Assembly
  49. –to vote in the Assembly on every subject that is raised for a vote and refers to the purposes of the Association
  50. –to elect and be elected as members of the organs of the Association and
  51. –to make use of the existing installations and, in general, benefits of the Association.
  52. Article 11
  53. Regular Members have the right to be elected by the General Assembly as representatives of the Association for its participation in assemblies and their election to the Administration of Unions or Federations in which the Association is a member, as long as they have completed two years as regular members in the Association and have permanently resided during the last two years in the area of the Association’s headquarters, except if something else has been decided upon by the Board of Directors. These restrictions do not apply to the then current members of the Board of Directors and can be with its decision be revoked entirely or in part by those who have signed as founding members.
  54. THE ASSOCIATION’S REVENUES
  55. Article 12
  56. The Association’s revenues are:
  57. a) The sums that are derived from registration, subscriptions, or unforeseen contributions by members.
  58. b) The subsidies or special contributions by members or third parties, natural or legal, private or public sector.
  59. c) The grants from the government, local government and the European Union or other Αuthorities, Institutions, or third parties and the funds received from public, European or private programs or works or from participation in those.
  60. d) Gifts or bequests as long as they are not given under terms or mode so that is obliges the Association towards actions that are contrary to its purposes.
  61. Every other kind of legal revenue.
  62. The Association’s property is replaced, transferred or sold on its behalf after the decision of the General Assembly.
  63. The application of the Association’s capital only occurs for its purposes and after an accountable decision by the Board of Directors that is recorded in its minutes.
  64. The Association is forbidden to dispense profits to its members.
  65. ADMINISTRATION
  66. Article 13
  67. The Association is administered by a five-member Board of Directors who are chosen by the General Assembly and consists of the President, Vice-President, General Secretary, Treasurer, and Tyler–Director of Ceremonies and Ephor of Activities. Five other members are elected as alternates who will substitute for those above owing to absence due to reasons of illness or because of some other justifiable cause. In any case the Board of Directors validly convenes with the presence of three of its members. In the event of a decrease in the members on the Board of Directors, due to secession, death, incapacity or for whatsoever reason and since at least three (3) members continue to remain, the Board of Directors will continue to function regularly and decide in a valid manner.
  68. Article 14
  69. Within no more that ten (10) days from the time of the election of the Board of Directors, they will convene and constitute as the core, electing amongst themselves the: a) President, b) Vice-President, c) General Secretary, d) Treasurer, e) Tyler–Director of Ceremonies and Ephor of Activities. The vote is done with a clear majority of the members present.
  70. The decisions are made with a clear majority of the members present and if in the case of a tie, the President’s vote will prevail. The Board of Directors have a quorum when at least three (3) board members are present and the validity of its decisions are not affected even if there are two (2) of its members absent.
  71. Article 15
  72. The Board of Directors is qualified to decide about every issue that pertains to the administration of the Association and the management of its holdings, except for those cases that fall under the purview of the General Assembly. The members can with written authorization delegate other members to exercise their duties. Members can be paid for the possible rendering of services towards the Association, but not for the exercise of their duties as a member of the Board of Directors.
  73. Article 16
  74. Additionally, a repeatedly inactive Member of the Board of Directors is replaced by another person of the President’s choosing for up until the time of the following elections.
  75. Article 17
  76. The Board of Directors can, in the event that a member of the Association falls into any illegal action, to analogously call for the following penalties:
  77. -Written resignation.
  78. -Severe written reprimand.
  79. -Being banned from all of the Association’s events.
  80. -Provisional disqualification and
  81. -Permanent removal from the Members rolls.
  82. What characterizes an illegal action is every deed or dereliction by a member of the Board of Directors that is contrary to the purposes of the Association. No one can be censured without having first given testimony after previously having been notified three (3) days prior, unless they neglected to appear. The defense is presented in person by the person him/herself in question and orally while minutes are recorded by the Secretary.
  83. Article 18
  84. The tenure of the Board of Directors is five (5) years, except if the President of the Board of Directors, at his discretion, calls for an early process of elections.
  85. SEVERAL ORGANS, TITLES
  86. Article 19
  87. With decisions made by the Board of Directors there can be created several organs and committees within the Association, that have an advisory nature for several special issues or activities as well as for the of awarding titles at the Board of Directors’ discretion.
  88. DUTIES OF THE ADMINISTRATIVE ORGANS
  89. Article 20
  90. A) The President
  91. –The President, with the Vice-President as his deputy if in the event of his not being on hand, represents the Association before every Authority and before every third party in all judicial matters and for all events, except if the Board of Directors authorize another person for the above acts.
  92. – Presides over the meetings of the Board of Directors.
  93. –Calls for, following the decision of the Board of Directors, regular and unscheduled General Assemblies. Convenes the meetings of the Board of Directors and has the obligation to convene unscheduled ones, since after two members request such in writing.
  94. –Signs off on the minutes.
  95. –Oversees the Treasurer’s management each time he deems there is a need. Gives orders to the Treasurer regarding each expenditure each time after a decision by the Board of Directors, and co-signs along with the Treasurer the duplicate notice of receipt.
  96. –Signs, along with the General Secretary, every document appertaining to the Association.
  97. –Takes care, in general, of the observance and application of the Charter and the Association’s Internal Rules, the resolutions of both the General Assembly and the Board of Directors, taking every measure necessary for safeguarding the interests of the Association even without the disposition of the Board of Directors, if in the event its dismissal endangers the Association’s interests. Generally, oversees the Association’s output and development.
  98. The President, when he/she cannot be on hand or is encumbered in exercising his/her duties, is substituted for by the Vice-President, who in turn is substituted for by the General Secretary.
  99. The President has the right to entrust areas within his scope to other members of the Board of Directors.
  100. B) The General Secretary
  101. – The General Secretary is the Sponsor and Executor of the decisions of the Board of Directors.
  102. – Manages the offices and supervises the Association’s personnel.
  103. – Keeps the minutes for the General Assembly and for the meetings of the Board of Directors.
  104. – Co-signs along with the President every outgoing document and process’s the Association’s correspondence.
  105. – Keeps the Member’s Registry, the Association’s archives, the register etc., and
  106. – Safeguards the Association’s seal.
  107. When The General Secretary cannot be on hand or is encumbered in exercising his/her duties, is substituted by the person assigned by the members present of the Board of Directors.
  108. C) The Treasurer
  109. The Treasurer keeps the accounting books, the duplicate notices of receipt for the dues of the Members, and the other revenue of the Association, and handles all its payments.
  110. The duplicate notices of receipt and the cash vouchers are signed both by him/her and the President.
  111. He/she is obliged to put at the disposal of the Board of Directors for examination of the Association’s funds whenever it is requested.
  112. Charge of the regular collection of dues and keeps the Boards of Directors abreast of the dues that are in arrears.
  113. The Treasurer along with the President have the right to make withdrawals from whichever bank deposits the Association has and, in general, account or from whatever third party.
  114. D) The Tyler–Director of Ceremonies and Ephor of Activities
  115. The Tyler–Director of Ceremonies and Ephor of Activities is subject to the decisions of both the Board of Directors and the President and:
  116. – Is in charge of the lodging and smooth functioning of the Association’s accommodations.
  117. – Is in charge of the effective functioning of the Association’s premises.
  118. E) Auditing Committee
  119. The Auditing of the financial management happens each year by the Auditing Committee. The Auditing Committee consists of three (3) regular members and two (2) alternate members who are elected from amongst the members of the Association on the same day and with the same formality with which the Members of the Board are. Its members cannot be members of the Board of Directors or be related in the 2nd degree with them. The President of the Auditing Committee is elected by being the person with the majority of votes and, in the event of a tie, the person who is most suitable for the position. The Auditing Committee reviews the books and submits in writing reports to the General Assembly.
  120. Their tenure is for five (5) years just as it is for the Board of Directors. Its decisions are taken with an absolute majority of its members present. The Auditing Committee has a quorum and meets validly when there are at least two (2) of its three (3) members present.
  121. Article 21
  122. The General Assembly
  123. The General Assembly consists of the Association’s regular members. It convenes once a year and in special cases whenever it is decided upon by the President or the Board of Directors or when it is petitioned, in writing, by one fifth (1/5th) of regular members whose dues have been paid. The petitioners who call for a General Assembly must, in their petition state in writing the issues that they are asking to be discussed. Special General Assemblies must be convened within fifteen (15) days from the time that the relative petition has been submitted.
  1. The General Assembly is the Association’s supreme organ that decides on its every issue. It elects every five (5) years both the Association’s Administration and the Auditing Committee and approves the statement of accounts and the Administration’s budget.
  2. The General Assembly has a quorum and convenes validly when there are two-fifths (2/5ths) of its members who have the right to vote present. If the first (1st) General Assembly does not have a quorum then it is repeated after seven (7) days at the same location and with the same items on the agenda and without any new call. The second (2nd) General Assembly has a quorum independent of the number of members present.
  3. The call for a General Assembly must refer to the location, the date, the hour and the issues on the agenda that are to be discussed and having been duly signed by the President and the General Secretary and sent to members by mail at least fifteen (15) days prior to the meeting of the Assembly. In the event of a Special General Assembly, the call is sent to members at least seven (7) days prior to the meeting.
  4. The decisions of the General Assembly are made with an absolute majority. A decision regarding an issue that was not indicated in the written call is null and void.
  5. The General Assembly is presided over by the President or the Vice-President or by a member of the Board of Directors.
  6. Finally, the General Assembly confirms the donors and benefactors of the Association.
  7. DISSOLUTION
  8. Article 22
  9. The Association dissolves:
  10. – If its purposes prove to be unachievable.
  11. – If it incurs some serious reason.
  12. – If it is decided upon by the members jointly.
  13. In the event of the Association’s dissolution, whatsoever created capital existing that constitutes its assets, will be given as a donation towards charitable works according to their liquidation except if by consensual agreement of the General Assembly the assets of the dissolving Association are transferred to other legal persons who would be aiming towards analogous goals.
  14. GENERAL PROVISIONS
  15. Article 23
  16. The Association has a Seal which bears the words that constitute its registered name and a circumscribed trident.
  17. Article 24
  18. The fiscal year begins on 1st January and ends 31st December every year.
  19. The General Assembly decides on amendments to the Charter and for the dissolution of the Association, with an obligatory presence of at least half (1/2) of its members and with a majority of one third (1/3rd) of those members present.
  20. Article 26
  21. The Board of Directors can compose internal regulations in which the detailed procedures on how the Association’s transactions will be conducted. The internal regulations cannot amend the Charter’s provisions.
  22. Article 27
  23. The purview of the first Board of Directors shall be appropriated and altered by its President, as whom is designated the first of the founders of the Association.
  24. Article 28
  25. The first, after the Association’s legal establishment, General Assembly of members will be, with the responsibility of the provisional administrative committee and no later than that within the term of tenure of the Board of Directors forasmuch as the procedures that have been prescribed for the calling of the regular General Assembly with the only item its agenda being the election of the Board of Directors and Auditing Committee.
  26. Article 29
  27. The present Charter that is comprised of twenty-nine (29) articles has been countersigned today by the founders and will be in effect from the time of its registry as an Association on the Register of Associations of the Athens Court of First Instance.