ARTICLES OF ASSOCIATION
AMENDED ARTICLES OF ASSOCIATION WITH THE NAME MISSIONARY SHELTER (IERAPOSTOLIKI STEGI) OF ST. DIONYSIUS OF OLYMPUS
Amended articles of incorporation of the Association with the name “MISSIONARY SHELTER (IERAPOSTOLIKI STEGI) OF ST. DIONYSIUS OF OLYMPUS” and the distinctive title “MISSIONARY SHELTER (IERAPOSTOLIKI STEGI)” having its registered seat in the Holy Monastery of St. Dionysius of Olympus, in Litochoro, Pieria.
OBJECT OF THE ASSOCIATION
The object of the Association is:
1)The moral and material support, the charity and all kinds ofassistance to the Orthodox Foreign Mission and the Orthodox Christian Churches around the world.
2) The support to the Orthodox Church, the cultivation and progress of the Orthodox Christian life and faith, the charity within the country and the execution of charitable and Christian works dictated by the spirit of Christianity.
METHODS OF ACCOMPLISHMENT OF THE OBJECTS OF THE ASSOCIATION
The accomplishment of the objects of the Association shall be pursued by every law ful manner and every manner that is dictated by the Christian Orthodox principles and traditions, and particularly by:
1) The collection of contributions from subscriptions, donations, fundraisers, bequests, as well as other events thereof (excursions of spiritual, missionary and entertainment interest, etc.).
2) The collection of material goods, ecclesiastical items and medical and pharmaceutical material which shall be sent to Orthodox Churches and Missions of acknowledged and indisputable qualifications.
3) The care and procuration for the erection of Orthodox Holy Churches, schools, hospitals and other charitable establishments, and the support in every way of the struggle of the Orthodox Churches in countries of the Mission for better promotion of the Mission work, with the aim of helping people with real needs regardless of religion, color, race and ideology.
4) The printing and dispatch of published material of any nature whatsoever that can serve the work of the orthodox missions around the world and the financing of such efforts by the Orthodox Churches of the countries of the Mission.
5) The issuance and circulation of an official instrument (magazine or newspaper) of the Association, as well as other appropriate publications for the dissemination of the Mission within Greece and abroad.
6) The development of a website, which shall present the work and the other activities of the Association through the Internet.
7) The holding of lectures, speeches, conferences, etc. of informative and socio-religious content.
8) The publication of articles, studies, pressreleases, etc. in the daily and periodical press, print and electronic media.
9) The enlightenment of the Greek public about the significance of the Orthodox Foreign Mission and the work that is being performed by the Orthodox Missions around the world, through printed material, lectures, exhibitions, publications, broadcasts, seminars and other ways.
10) The support of people (weak, sick and inneed of help) within the country by any appropriate means and any possible way.
11) The cooperation of the Holy Orthodox Metropoles of Greece and of the Orthodox Patriarchates around the world, of Mission Societies and other Associations having a similar object (support and any socio-humanitarian assistance to Orthodox Missions around the world).
12) The development of relations off raternal communication inChristwith Orthodox Christians of the countries of the Mission.
13) The financial support of native Clergy, School Teachers and of the personnel of the establishments of the Orthodox Mission jurisdiction.
14) The study, organization, administrative and financial support of mixed farming holdings and processing of agricultural products and programs of education, financial support, research, study and application of various methods of water supply, livestock purchase and cultivation of land, health, as well as development of infrastructure for the support and self-containment of the missions in these countries.
15) The sending of individuals or groups to supervise, oversee, provide immediate and substantial assistance and to coordinate the implementation of the works that have been decided by the Association, within the framework of the objects thereof, as well as to provide assistance and support to the work of the Orthodox Mission and our distressed brothers and sisters around the world.
16) The expression of interest and treatment of the sick, the elderly and the weak, in general, in any lawful manner and in any manner that is dictated by the Orthodox principles and traditions, within the country and abroad.
17) The establishment of Special bank accounts for the placement of the resources intended for the Mission, following a B.B resolution.
18) The establishment of special labor Committee and Committees for the assistance of the work for the accomplishment of the object and the means of the Association, following a BoD resolution.
19) The establishment of branches of our Association in other towns in Greece and cities abroad, following a B.D resolution.
20) The operation of a Blood Bank at the General Hospital of Katerini and the conduct of voluntary blood donations.
RESOURCES OF THE ASSOCIATION
There sources of the Association are: a) the lumps umamount paid for the registration of the members and the monthly subscription there of; b) the extraordinary contributions of members and third parties; c) the proceeds from lotteries, fundraisers, etc.; d) the proceeds from any personal or real property of the Association; e) any donations, inheritance, bequests to the Association; f) the proceeds from events held by the Association; g) the income from the placement of a special donation boxes in shopping centers and public areas in general, to financially support the objects of the Association and other similar actions.
BODIES OF THE ASSOCIATION
The administrative bodies of the Association are the General Meeting (GM) and the Board of Directors (B.D), i naccordance with the manner and competence that is here by stipulated and provided for by the relevant provisions of Article 80 et seq. of the Civil Code.
The General Meeting:
1)It consists of all regular members and aquorum exists when half (1/2) of the members entitled to attend plus one are present at the first meeting thereof, and any number above ten (10) at the following meeting which is held within eight (8) days.
2) The GM is chaired byt he President of the Board of Directors and, in case the President of the BoD is unable to attend, by the Vice-President thereof. In case the Vice-President of the Bod is also unabletoattend, another person is appointed by the GM as President thereof by absolute majority of the members that are present.
3)The GM is convened by the President of the B.D, who also sets the agenda. A written notice for the meeting is given to the members stating the date and the place of the meeting, as well as the matters to be discussed. The notice convening the meeting may also be made through the official email of the Association, but also via facsimile (fax) from the phone connection of the Association and text message (sms) to the mobile phone numbers indicated by the members.
4) The President of the GM directs its works, gives the floor to a member or interrupt a misbehaving member or a member from speaking about an issue that is not in the agenda quiet, puts matters to a secret ballot or on a show of hands, at his own discretion and executes, along with the BoD members, the GM resolutions.
5) The GM is convened regularly once in a year in February; and extra ordinarily whenever the B.D deems it necessary or when requested by 1/5 of the members entitled to attend. The application should, under penalty of inadmissibility, state the reasons and the matters proposed for discussion. If the application made according to what is mentioned above is submitted within two months prior to the date for the convention of the ordinary GM, the GM is not convened extraordinarily, but the matters proposed are included in the agenda of the ordinary GM.
6) The decisions of the GM are taken by absolute majority of the members present, and they are mandatory for the B.D and the members of the Association. The GM may cease the B.D by a decision thereof, that is taken by 3/4 of the members present, by a secret ballot. This requires the complaint of at least 1/5 of the members. This GM is chaired by the senior member of the Association. After the BoD leaves, the seniormember of the Association convenes the GM within 15 days, for the conduct of elections in order to elect the new BoD and is chaired by the senior member thereof. In case of inability of a member, that is in good standing, to attend a GM, this member may authorize another member in writing, to represent him at the GM.
BOARD OF DIRECTORS
The Board of Directors consists of seven (7) elected members who are elected by the ordinary GM that is convened by the President of the outgoing B.D. The term of service for the B.D is three (3) years.
The elections are heldby a three-member electoral committee that is elected by the GM by open ballot. The electoral committee is chaired by the persons who received the most votes. The election is made by all members entitled to participate in the GM and among them. The election of a B.D is held by secret ballot and by ballot papers, on which the candidates are listed. The members participating in the voting may put up to five(5) crosses for their preferred candidates for the B.D and up to three (3) crosses for their preferred candidates for the Electoral Committee. In case of an equality of votes, a draw is held. The first seven (7) successful candidates constitute the B.D as regular members and the next four (4) are the alternate members there of.
Within eight(8) days from theelectionoftheBoD, thedirectorhavingthemajorityofthevotes convenes the BoD members and by an open ballot the Executive Board (Presidency) is elected, consisting by the president, the Vice-President, the Secretary and the Treasurer. ThetermofserviceforthePresident is also three (3) years.
The B.D meets as many times as necessary or requested by the President or three (3) B.D members. The decisions are taken by absolute majority of the members present. In case of an equality of votes, the opinion,with which the vote of the President or his deputy agreed, shall prevail.
The alternate members of the B.D have the right to attend the meetings of the B.D with the right to speak, with no voting right. Under aBoDdecision, tasksofthelaborCommitteeswithaspecificscopeare assigned thereto.
THE PRESIDENT’S COMPETENCIES
The President convenes the B.D, which is chaired by him, as well as the GM, which is chaired by him, as stated in Article 13 hereof. The President, exercising his rights, directs the tasks of the administrative bodies, draws up the matters to be discussed, he himself or another B.D member appointed thereby proposes matters for discussion at the B.D and the GM, puts the matters for which there is no unanimity to vote, supervises the execution of the decisions of the GM and the B.D. The Association is judicially and extra judicially represented by him, before any Authority and all Courts, criminal, civil, administrative, as well as before any competence in general and jurisdiction of Banks etc.; he appoints lawyers and attorneys in general; he supervises the proper operation of the offices and services of the Association, engages or dismisses – with the approval of the BoD – employees, the remuneration of whom, as to the nature and amount thereof, is fixed by the BoD; he signs, along with the Secretary, the payment orders; he supervises in person or by another BoD member (regular or alternate) the publication of magazines, printed material, etc. He oversees the supervision of the boarding schools and the charitable establishments in general, which he himself or another BoD member, appointed by him, exercises. He prepares the report of activities, which he reads out during the annual ordinary GM. The President can make donations of up to four hundred and fifty Euro (450€) monthly, from the cash reserves of the Association without a decision of the BoD, by issuing a receipt that is registered in the books of the Association, for exceptional reasons of charity and humanitarian needs, especially when there is a reason for preserving the donor anonymity.
THE VICE-PRESIDENT’S COMPETENCIES
The Vide-President shall deputize the President in case the latter is absentor in the even the is unable to perform his duties, and shall assist him in discharging his responsibilities, in a harmonious cooperation.
THE SECRETARY’S COMPETENCIES
The Secretary directs the offices of the Secretari at, jeeps all books, except those that come under the competence of theTreasurer, therecord, the seal; he draws up and keeps the minutes, issues and co-signs, along with the President, the payment orders, the receipt counterfoils of which he keeps; he keeps the book with the personal and real property of the Association, as well as the personal property thereof. He supervises the information of the members for an ordinary or extraordinary GM, as well as the realization of any event in consultation and in accordance with the instructions of the President.
THE TREASURER’S COMPETENCIES
The Treasurer keeps all books and administrative data related to his competence, issues duplicate receipts and keeps the receipt counter foils thereof, makes the payments, based on orders signedby the President and the Secretary, keeps the sealong with the relevant receipts and invoices, keeps the deposit book and the movable monetary assets in general, such as securities, bonds, etc. He keeps in hand a sum of up to one thousand five hundred (1.500) Euro, which may be fluctuated by a decision of the BoD, he deposits to the Association’s bank account the monetary sums exceeding one thousand five hundred (1.500) Euro. He prepares the annual report and the budget, he keeps these as well as the reports of the Audit Committee. Under adeed of the President of the BoD, a BoD member (regular or alternate) may be appointed by the BoD as an Assistant Treasurer.
On the same day of the elections for the appointment of the BoD, an election is held for the Audit Committee, consisting of three (3) regular members and two (2) alternate ones, by secret ballot. The term of service for the Audit Committee is three (3) years. The task of the Audit Committee is the audit of the management of the BoD during the year that expired or extraordinarily, if required, following a decision of the BoD. To this end, he is called by the President at least 15 days before the convention of the GM, he audits the management data and prepares the relevant report, which is read at the GM.
The members of the Association are distinguished in regular, assisting and honorary.
Α) Regular members
People of all nationalities and religions, and of both genders, on the condition that they unreservedly accept the provisions of these articles of associationand the hereinbelow stated specific obligations, maybe registered as regular members, following their application end or sedby two(2) members of the Board of Directors of the Association, who certify about the character of the candidate.
Particular obligations of the regular members
1) Attend the General Meetings of the Association.
2) Participate in the activities of the Association (indicatively, regular meetings, lectures, excursions, etc.).
3) Voluntary offer personal work, as long as they have the opportunity, in order to carry out the work of the Association.
4) Uninterruptedly pay their annual subscription.
5) Only the regular members, who are in good standing, are qualified to elect and be elected in the bodies of the Association (Board of Directors, Audit Committee).
6) The permanent right of registration of the regular members and the monthly subscription thereof is determined by a decision of the BoD. This amount may be adjusted under a decision of the Board of Directors.
The assisting members do not have the right to elect and to be elected, they are not burdened with the obligations of the regular members except with a monthly subscription, which determined by a decision of the BoD, they may contribute with money or property to the Association, or to assist the Association in other ways (e.g. services offer) for the attainment of the objects thereof.
C) Honorary members
Members and non-members of the Association, who have shown a special and distinguished contribution regarding the objects of the Association, offer distinguished moral acts or material services to the Association or in the sector of the foreign mission of the local Orthodox Patriarchates, Metropoles and Mission components, are proclaimed honorary members by a decision of the BoD following a proposal of three members thereof.
D) Sponsors, Donors, Benefactors, Great Benefactors.
The BoD may award the title of Sponsor, Donor, Benefactor and Great Benefactor to members and non-members of the Association who have offered special services or donations to the Association.
E) The BoD may award the title of the Honorary President of the Association to persons with particular and significant contribution to the Association, who have exceptionally promoted the objects of the Association.
F) Those who have received the above for ementioned honorary titles, namely the Honorary Members, Sponsors, Donors, Benefactors, Great Benefactors, Honorary Presidents of the Association are vested with all the rights of the regular members, with the exception of the right to vote, to elect and to be elected in the bodies of the Association. They attend the General Meeting, while expressing opinions and judgments without a vote.
In cases where persons,who have been honored from time to time by the Association with the here in above mentioned titles, do not perform their obligations stipulated by the Articles of Association, any distinction thereof shall be automatically forfeited. In these cases, the procedure shall be decided by the BoD with no disclosure of the act.
RIGHTS AND OBLIGATIONS OF THE MEMBERS
1) The members are obliged to comply with the terms of the Articles of Association, to comply with the decisions of the General Meeting and the Board of Directors, to regularly fulfill their financial obligations to the Association, while the regular members must participate in the General Meetings and the events of the Association and offer their personal work for the accomplishment of the objects of the Association, if they are so requested. The monthly subscription and the amount thereof are determined by the BoD.
2)The regular members are entitled to take the floor and freely speak at the General Meetings only on the agenda items, stand as candidates for members of the BoD and the Audit Committee, and take cognizance of the minutes of the General Meetings and suggest the registration of new members. The members are entitled to leave the Association,with the obligation to notify the Board of Directors of this, at least three months prior to the expiration of the year (31st of December), and they are considered as leaving at the end of the year.
3) A regular member that delays the payment of his financial obligations beyond one year, maybe either deregistered from the Association, or become an assisting member by virtue of a decision of the BoD, being, however, entitled to register anew following an application thereof to the BoD, and in case this application is accepted by the BoD, after this member having previously paid its financial obligations that are due.
The application for the registration as a new member of the Association, either regular or assisting, must include:
1) Full details of the interested party 2) A declaration stating that he/she unconditionally accepts the provisions of these Articles of Association, and 3) The signatures of the persons who suggested the registration in case it is about regular members.
The regular and assisting members are registered following a decision of the Board of Directors taken by the majority of the present members thereof.
A member showing gross negligence in performance of his/her obligations and duties to the Association or having been irrevocably convicted of a dishonorable offence in his/her private life or for anti-social action, is deregistered in the case of a simple member, either regular or assisting, from the BoD; and, in the case of a BoD member, from the GM, at the proposal of the President of the BoD or the lawful deputy thereof. A member acting contrary to the object of the Association, is deregistered by virtue of a GM resolution, following a relevant proposal of the BoD.
In case of a violation or mission of a provision of the legislation on Associations or the Articles of Association by a member of the Association or the Administration thereof, for a culpable act or omission, regardless of any stipulated criminal or other legal sanctions, constitutes a disciplinary misconduct to the Association, entails disciplinary penalties, depending on the gravity of the offence, as follows: a) Comment, b)Temporary removal for one to twelve months, and c) Permanent expulsion. The penalties are imposed by the BoD, in case of members of the Association, and by the GM in case of BoD members, by a majority of 3/4 of the members being present. Those who have been punished by temporary removal or permanent expulsion are entitled to appeal within two months from the time they became aware of the penalty; the simple members before the GM and the BoD members before the competent Court.
AMENDMENT OF THE ARTICLES OF ASSOCIATION
An amendmen thereof maybe made at the proposal of the BoD by the GM which shall be composed of 2/3 of the members who are in good standing and by a majority of ¾ of the members being present.
SEAL OF THE ASSOCIATION
The Association has a seal bearing the representation of the image of an African child in the middle and the phrase “MISSIONARY SHELTER (IERAPOSTOLIKI STEGI) OF ST. DIONYSIUS OF Olympus” circularly and the number 2017, i.e. the year of the establishment of the Association. The BoD, by virtue of its decision, mayde termine the logo that the documents and the other forms issued by the Association shall bear.
ANNUAL FEAST OF THE ASSOCIATION
The annual feast of the Association is determined to be on the feast of the Exaltation of the Holy Cross on the 14th of September. The festive events are planned by the President of the BoD.
Any issue that is not provided for by these Articles of Association, shall be decided by the BoD and approved by the GM that follows that decision. However, such decision must not be completely contrary to or contradict the general principles of the Association.
Dissolution of the association
The Association is dissolved under a decision of the GM composed of at least 2/3 of the members and by a majority of 3/4 of the members being present, if the reason for its operation has ceased to exists or if it has deviated from its purpose. Upon dissolution of the Association, the property thereof comes, by virtue of a decision taken at the last GM, to a charitable institution or to another Missionary Association or a Holy Church or a Holy Monastery of the Orthodox Church.
These Articles of Association consists of twenty-two(22) articles and derived from an amendment to the Memorandum of Association. After it was read at the ordinary General Meeting of the members of the Associationon Saturday the 2nd of March 2019, it was approved in its entirety by the vote of the members present and was ratified by their signature. It shall enter into force on the day it is approved by the competent Court.