Articles of Association of the Civil Non-profit Company trading as
“THE MEDITERRANEAN SOCIETY OF REPRODUCTIVE MEDICINE”
Article 1° Company name
Τoday on 21.03.2022, a civil non-profit company, trading as “THE MEDITERRANEAN SOCIETY OF REPRODUCTIVE MEDICINE”, with distinctive title “M.S.R.M.”, which will be governed by the provisions of Articles 741 – 784 of the Civil Code is hereby incorporated.
Article 2° Registered seat
The Company’s registered seat shall be the Municipality of Heraklion, Crete.
Article 3° Duration
The duration of the Company is indefinite.
Article 4° – Purpose
The company’s purpose is:
(a) the development of research and knowledge in all areas of reproductive medicine;
(b) the organization, preparation and participation in international conferences and workshops on issues related to the purpose referred to above under (a);
(c) the promotion of exchange of research and experience between the members and the Company;
(d) the creation of a platform for the exchange of views through the organization of congresses, day conferences, events and seminars, the publication of information material of any type deemed appropriate, including a printed or electronic medium.
(e) the promotion of reproductive medicine through teaching and other means of education, and the creation of diplomas in a variety of fields of Reproductive Medicine;
(f) the dissemination of knowledge and the enhancement of evidence-based medical practice and the support of continuing Medical Education in Reproductive Medicine.
In order to fulfill its purpose, the Company may (a) purchase, lease and sell assets, movable and immovable property, wherever they are located, (b) hire the necessary personnel, (c) open, manage and close bank accounts, (d) organize scientific conferences and other continuing Medical Education activities of all kinds and subjects in the country, (e) participate and cooperate with other bodies, associations or groups that have similar purposes or similar to those of the Company; (f) grant and receive donations and grants for the purposes of research in the field referred to in its purpose.
Article 5° Founding members – Corporate capital – Company resources
5.1 The Company’s founding members – partners are the following: (1) Mr. Timur GIJRGAN, (2) Mr. Makrygiannakis Antonios, (3) Mr. Hassan Nooman Sallam.
5.2 The Company’s capital amounts to six hundred EUR (€ 600) and was equally paid by its founding members, i.e. each founding member contributed the amount of two hundred EUR (€200).
5.3 Resources of the Company will be the subscriptions of its members, sponsorships and donations of natural persons and legal entities, supporters of its work, revenue from events or conferences as well as any other extraordinary contributions of members or third parties as well as the acquisition of income which does not clash with the non-profit character of the Company and the applicable legal provisions.
Article 6° – Members
6.1 The Company’s members may be health professionals such as indicatively clinicians, embryologists engaged in basic research or clinical studies or who have an interest in these fields or this specialty. Members will be accepted regardless of gender, race, religion or political beliefs. The only criterion for becoming a member will be the applicant’s clinical or academic level or comparable level of scientific achievement.
6.2 Requests for membership will be submitted in writing, with a statement to be submitted to the General Assembly, indicating the applicant’s wish to become a member of the Company. The application for membership will denote approval of the present Articles of Association. The General Assembly shall decide on the acceptance of the application at its first meeting after the submission of the application. The applicant shall be informed about the acceptance or rejection of the application by the Company.
6.3 The Company’s members are distinguished in founding, regular and honorary. The founding members are the members referred to in Article 5.1. hereto. Regular members are all new members who register as members of the Company upon submission of a relevant application to the Company and upon approval by the General Assembly. The Board of Directors shall award the title of honorary member by a decision taken by majority among the proposals to be submitted by the Company members.
6.4 A member is deleted (a) following a written request to the Company, in which case said member is also removed from the Register of Members (b) in case he/she has not paid the subscription for two consecutive years, c) due to his/her death, (d) by decision of the Company’s Board of Directors by a 2/3 majority. The member in question shall have the right to object to the Board of Directors decisions before the General Assembly.
6.5 The annual membership fee will be set by the Board of Directors. Honorary members are exempt from the obligation to pay annual subscription.
Article 7° Management bodies – General Assembly
7.1 The Company’s management bodies are the following: a) The General Assembly and (b) the Board of Directors.
7.2 The General Assembly is convened following an invitation by its Chairman, which is sent to the addresses declared to the Company by its members, by any appropriate means (including email), at least ten (10) calendar days prior to the General Assembly date. The General Assembly is held through the members’ physical presence or by telephone or by any other electronic means (video, etc.)
7.4 The founding and regular members who have paid their dues, as well as the honorary members may participate in the General Assembly. For a necessary quorum to be reached for the adoption of a valid decision by the Assembly, more than 40% of its members should be present. Should the required quorum be not reached, the Assembly shall be repeated without a further invitation after 30 minutes and shall be deemed to be in quorum whatever the number of members present. The Company’s website will be the main way of communication between members. Important updates will be regularly posted on the Company’s website.
7.5 The General Meeting is the supreme body of the Company and has the responsibility, among other things, to approve the financial statements of the Company, to amend its articles of association on the proposal by the Board of Directors, pursuant to article 10.1 (b), to decide upon the Company’s winding up.
7.6 The General Assembly shall meet regularly at least once a year and on an extraordinary basis by decision of its Chairman or of the Board of Directors or if at least 2/3 of the Company members so request to the Board of Directors, provided that such request is made in writing and has an urgent character. This request will be made to the Board of Directors, which will decide in a special meeting with a 2/3 majority of its directors.
7.7 All Company members are entitled to vote at the General Assembly. The Chairman of the Board of Directors of the Company shall serve as Chairman of the General Assembly. Each member shall have one vote and decisions shall be taken by a majority of the votes of the members being present or represented. The ballot is secret only if the majority of members so request. In the event of a tie, a second ballot will be held. In the event of a tie in the second ballot, the Chairman of the General Assembly shall have a casting vote.
7.8 Decisions concerning the amendment of these Articles of Association, to be proposed by the Board of Directors, shall be taken by a 2/3 of votes of the members being present or represented. Each member may represent one more member through a proxy whose validity will be determined by the Board of Directors.
7.9 Each member may request the inclusion of an item on the General Assembly agenda. All requests must be submitted in writing to the Board of Directors at least 6 days before the General Assembly. If the request is approved by the Board of Directors, it will be submitted to the General Assembly.
Article 8° Establishment of branches
The Board of Directors may decide to set up branches in various cities in Greece. Members will elect other members who will be responsible for coordinating the work of the branches. The branches (a) will assist in collecting subscriptions from Company members, (b) organize conferences, courses and seminars with the help of other members of the Company, (c) assist in publicizing international conferences and advise conference organizers in relation to issues and speakers from various countries.
Article 9° Board of Directors
9.1 The Board of Directors consists of six (6) to twelve (12) directors. Directors may elect founding members and persons who have been members for more than two (2) years and have paid their subscriptions. Directors are elected by the General Assembly for a four-year term. If a director resigns or the relevant position becomes vacant for any reason, the other directors may appoint a member to replace the withdrawing director until the end of his/her tenure. Failure to immediately replace the withdrawing director will not render invalid the decisions and actions of the Board of Directors taken in the meantime.
9.2 The Board of Directors shall elect a Chairman, Vice-Chairman, Secretary-General, and Treasurer and may delegate some of its powers to one or more of its members (directors) or to any third party, even if it is not a Company director, on matters relating to the Company’s effective action.
9.3 The Board of Directors shall reach a quorum and shall validly meet when half of its directors plus one is present or represented.
9.4 Any BoD decision shall be taken by a simple majority of the votes of the directors present or represented and each of them shall have one vote. In the event of a tie, a second ballot will be held. If there is a tie in the second ballot, the matter will be discussed again at the next meeting.
Article 10° Board of the Board of Directors Responsibilities
10.1 The Board of Directors shall have the following duties:
(a) to submit to the General Assembly proposals on the amount of the annual membership fee;
(b) to propose the amendment of these Articles of Association, if considered necessary or if at least 40% of the Company’s active members so request and provided that this is approved by 2/3 of the Board of Directors’ directors;
(c) to implement the decisions of the General Assembly;
(d) to establish one or more scientific committees;
(e) to decide on the establishment of branches,
(f) to handle all the affairs of the Company and to manage its property.
(g) to assist in the preparation of conferences and meetings;
(h) to coordinate and promote the exchange of information between the Company’s employees and new groups dedicated to specific issues in accordance with the Company’s needs.
10.2 The Board Chairman represents the Company and runs its operations. The Chairman shall chair the deliberations of the Board of Directors. In the event of absence, he shall be replaced by his/her substitute or, if this is impossible, by the Secretary, or, if this is impossible, by the most senior director of the Board of Directors.
10.3 The Chairman of the Board of Directors represents the Company before banks, public authorities, natural and legal persons and will have the power to sign documents for the opening of bank accounts in any bank and to manage them; the Chairman shall bind the Company, with his/her sole signature, for transactions whereby the value of each of them does not exceed EUR 15,000. For a transaction exceeding EUR 15,000, the joint signature of the Chairman and the Treasurer will be required.
10.4 The Secretary shall be responsible for the preparation of the Company’s documents and the minutes of the General Assembly and the Board of Directors. The Board of Directors may appoint a third natural person or legal entity to assist the Secretary in his or her duties and shall determine his or her compensation.
10.5 The Treasurer is responsible for collecting the subscriptions, overseeing the register of members and correspondence and all work related to the Company’s treasury and bank accounts as well as the Company’s books and records. The Treasurer shall pay the expenses of the Company which have been previously approved by the Chairman or the General Assembly. At the end of the financial year, the Treasurer will present a financial report to the Board of Directors.
10.6 The Board of Directors may appoint one or more persons, even if they are not members of the Company, to represent it before banks, public authorities, natural persons and legal entities in relation to certain tasks; such tasks include signing documents to open bank accounts at any bank or signing contracts for rental or accounting services provision.
Article 11° – Employees
The Board of Directors shall reserve the right to appoint and suspend employees at its own discretion.
Article 12° – Liquidation
The Company shall be dissolved by decision of the General Assembly at any time. After its dissolution, the Company is wound up by a liquidator, appointed by the Board of Directors.
The liquidator is bound to proceed with the inventory of the corporate property and to repay its debts to the Company lenders. The liquidator is then bound to allocate the contributions to the founding members. Since the remainder is not sufficient to give the founding members their entire contributions, the remainder is equally distributed to them.
The remaining net funds, other than the contributions of the founding members, are allocated to non-profit medical, educational and charity organizations, at the discretion of the Company BoD and in the absence of such a decision, the liquidator shall determine how the remaining funds will be distributed.
Article 13° REGULATING OTHER ISSUES
For the resolution of any matter not regulated by the provisions of these Articles of Association, the provisions of the Civil Code and other applicable Greek legislation shall also apply. The courts of Athens shall be responsible for resolving any disputes arising from the partnership.
Granting authorization for the establishment
An authorization is hereby granted to Eirini Sotiriou, lawyer in Athens, Athens Bar Association Registry no. 34057 in order to take any legal action for the establishment of the Company and its being awarded a Tax Identification Number; she is also authorized to indicatively submit this document to the General Commercial Registry (GEMI), to proceed with its registration in the competent tax office, to pay any fees required to the tax office or any other authority, to submit applications, documents and supporting documents and generally to do whatever is necessary for the Company’s incorporation. These authorizations may be given to a third party whom the above lawyer will choose and expressly authorize.
In witness thereof, these articles of association were drawn up in three (3) original copies which, after being even verified, were signed by the parties. Each party received one (1) copy.
THE CONTRACTING PARTIES