Establishment of association
Today, the eighth of December two thousand and twenty, appeared before me, Mr Wouter Bussink LL.M.,civil law notary in Rotterdam:
- Mr Dimitrios Chasapopoulos, residing at 3035 PR Rotterdam, Jacob Catsstraat 78C, born in Marousi ( Greece) on the twenty-sixth of April one thousand nine hundred and ninety-one, unmarried and not registered as a partner within the meaning of the registered partnership, holder of a Greek passport, number AN5234255;
- Mr Alexandros Koliavras, residing at 1062 KS Amsterdam, Koningin Wilhelminaplein 118, born in Cholargos (Greece) on the fourth of April nineteen hundred and eighty-eight, unmarried and not registered as a partner within the meaning of the registered partnership, holder of a Greek passport, number AN9355967 .
The persons appearing declared by this deed to establish an association, which will be governed by the following:
STATUTES NAME AND SEAT
Article 1.
- The association bears the name: Hellenic Association of Treasurers. 2. It has its registered office in Amsterdam.
PURPOSE
Article 2.
- The aim of the association is to develop as well as to stimulate treasury management, as well as to carry out everything that is related to the above or may be conducive to it, all in the broadest sense of the word.
- The association tries to achieve this goal by, among other things:
- Organizing conferences and workshops;
- conducting joint research;
- cooperating with and liaising with international treasury management associations and agencies involved in the development and provision of treasury programs.
MEMBERS AND HONORABLE MEMBERS
Article 3.
- Members of the association can be natural or legal persons.
- Honorary members are the natural persons who, on the basis of their special merits for the association, have been appointed as such by the general meeting on the recommendation of the board, with at least three-quarters of the number of valid votes cast.
- Honorary members have no rights and obligations other than those granted and imposed on them by or pursuant to the articles of association.
- The board keeps a register in which the names and addresses of all members and honorary members are recorded.
ADMISSION
Article 4.
- The board decides on the admission of members. The secretary will immediately notify the
candidate in writing of a decision to admit or not.
- If a candidate is not admitted by the board, he can appeal to the general meeting within fourteen days after receipt of the notification. The appeal must be submitted in writing to the secretary. The appeal will be decided at the next general meeting.
END OF MEMBERSHIP
Article 5.
- Membership ends:
a. Upon the death of the member. If a legal person is a member of the association, its membership ends when it ceases to exist; b. by cancellation by the member; c. by cancellation on behalf of the association. This can be done when a member has ceased to meet the requirements for membership in the statutes or by the internal regulations, if he does not fulfill his obligations towards the association, as well as when membership cannot reasonably be required of the association to continue; d. by dismay. This can only be pronounced if a member acts contrary to the statutes, regulations or decisions of the association, or unreasonably disadvantages the association.
- Termination on behalf of the association is done by the board.
- Termination of membership by a member or by the association can only take place towards the end of an association year and with due observance of a notice period of one month. However, the membership can be terminated immediately if the association or the member cannot reasonably be expected to continue the membership.
- A cancellation contrary to the provisions of the previous paragraph terminates the membership at the earliest permitted time following the date on which cancellation was made.
- A member is not authorized to be excluded from a decision that includes financial nature obligations towards the association and have been increased (the financial nature obligations) by terminating his membership.
- Expulsion from membership is effected by the board.
- From a decision to terminate membership by the association, on the grounds that the association cannot reasonably be expected to continue the membership and from a decision to expel membership, the person concerned may appeal to the general meeting within one month after receiving the notification of the decision. He will be informed of the decision in writing as soon as possible, stating the reasons. During the appeal period and pending the appeal, the member is suspended. The appeal must be submitted in writing to the secretary.
- Unless the person concerned indicates that the appeal can be dealt with at the next general meeting intended by the board, the board shall convene a general meeting within four weeks of receipt of the submitted appeal to consider the appeal. The person concerned is given the opportunity to defend himself during the handling of the appeal at the general meeting and is authorized to be assisted by counsel at the meeting in question. If the appeal is declared unfounded and if the agenda of the relevant meeting contains no items other than the opening, minutes of the previous meeting, handling of the appeal, any other business and closing, the person concerned is liable for the costs of convening and holding the meeting, unless the general meeting decides otherwise.
- When the membership ends in the course of an association year, the annual contribution for the current association year is nevertheless due.
ANNUAL CONTRIBUTIONS
Article 6.
- The members are obliged to pay an annual contribution, which will be determined by the general meeting of members. To this end, they can be divided into categories that pay different
contributions.
- In special cases, the board is authorized to grant full or partial exemption from the obligation to pay a contribution.
DONORS
Article 7.
- The association may have donors.
- Donors are natural or legal persons who have been admitted as donors by the board and who commit themselves to the association to make an annual contribution determined by the board.
- Donors have no other rights and obligations than those which have been granted and imposed on them by or pursuant to the statutes or by the internal regulations.
- The rights and obligations of donors can be terminated at any time by cancellation, on the understanding that in the event of cancellation by the donor the annual contribution for the current association year remains due in full.
- Termination by the association is done by the board.
BOARD
Article 8.
- The board consists of at least three natural persons, who are appointed by the general meeting. The appointment is made from among the members.
- The appointment of board members is made from one or more binding nominations, subject to the provisions of paragraph 3. Both the board and ten members are authorized to draw up such a nomination. The nomination of the board is announced in the notice convening the meeting. A nomination by ten or more members must be submitted in writing to the board before the start of the meeting.
- The binding nature of each nomination can be deprived by a resolution of the general meeting decided by at least two-thirds of the votes cast, taken in a meeting in which at least two-thirds of the members are present or represented.
- If no appointment has been drawn up or if the general meeting decides in accordance with the preceding paragraph to deprive the drafted nominations of their binding character, the general meeting is free to choose.
- If there is more than one binding nomination, the appointment will be made from those nominations.
END OF BOARD MEMBERSHIP - PERIODIC MEMBERSHIP - SUSPENSION
Article 9.
- Any board member, even if he has been appointed for a definite period of time, can at any time be dismissed or suspended by the general meeting. A suspension that is not followed within three months by a decision to dismiss will end when that period has expired.
- Each board member resigns within four years of his appointment, in accordance with a resignation schedule to be drawn up by the board. The resigning person is immediately eligible for re-election; whoever is appointed to an interim vacancy takes the place of his predecessor on the roster.
- Board membership also ends:
- By termination of membership of the association;
- by thanking;
- by death.
BOARD FUNCTIONS - DECISION-MAKING OF THE BOARD
Article 10.
1. The board appoints a chairman, a secretary and a treasurer from among its members. A board member can hold more than one position.
- Minutes will be drawn up by the (deputy) secretary of the proceedings at each meeting, which will be adopted by the chairman and the (deputy) secretary at the next board meeting. Contrary to what the law provides in this respect, the opinion of the chairman regarding the result of a vote and the content of a resolution passed, insofar as a vote was taken on a proposal not laid down in writing, is not decisive.
- Further regulations regarding the meetings of and the decision-making by the board may be given by internal regulations.
MANAGEMENT DUTIES - REPRESENTATION
Article 11.
- Subject to the restrictions according to the articles of association, the board is charged with the management of the association.
- If the number of board members has fallen below three, the board remains authorized. However, it is mandatory to convene a general meeting as soon as possible to discuss the provision in the open space or the open spaces.
- The board is authorized, under its responsibility, to have certain parts of its task performed by committees whose members are appointed and dismissed by the board. The composition of committees is announced by the board to the general meeting.
- The board is not authorized to decide to enter into agreements for the acquisition, alienation or encumbrance of registered property, to enter into agreements whereby the association commits itself as surety or joint and several co-debtor, makes a case for a third party or provides security for a debt of a third party.
- The association is represented:
- Either by the board;
- either by the chairman;
- either by two other board members, if acting jointly.
ANNUAL REPORT - ACCOUNT AND ACCOUNTABILITY
Article 12.
- The association year runs from January 1 to and including December 31.
- The board is obliged to keep records of the association's assets in such a way that its rights and obligations can be known at all times.
- At a general meeting, within six months after the end of the association year, unless this term is extended by the general meeting, the board will issue its annual report on the course of affairs in the association and on the policy pursued and will draw up a balance sheet and a statement of income and expenditure, with explanatory notes to the meeting for approval. These documents are signed by all board members. If the signature of one or more of them is missing, this shall be stated, stating the reasons. After the term has expired, any member of the joint board members can legally claim that they comply with these obligations.
- The general meeting annually appoints from the members a committee of at least two persons, who may not be part of the board. The committee shall examine the documents referred to in paragraph 3 of this Article and report its findings to the General Assembly.
- If the examination of the documents as referred to in paragraph 3 of this article requires special accounting knowledge, the examination committee may be assisted by an expert. The board is obliged to provide the committee with all the information it has requested for its investigation, to show it the cash register and the assets, if desired, and to allow it to inspect the books and documents of the association.
- The committee's order can be revoked at any time by the general meeting.
7. Instead of the aforementioned committee, the general meeting may decide to have the documents referred to in paragraph 3 of this article examined by a chartered accountant or by an accountant-administration consultant.
- The board is obliged to keep the documents referred to in paragraphs 2 and 3 for the statutory period determined for this.
GENERAL MEETINGS
Article 13.
- The general meeting has all powers in the association that are not assigned to the board by law or the articles of association.
- A general meeting - the annual meeting - is held annually, no later than six months after the end of the association year. The following items will be discussed at the annual meeting:
- The documents referred to in paragraph 3 of article 12, together with the report of the committee referred to in paragraph 4 of article 12;
- the appointment of the committee referred to in article 12 for the following association year;
- provision for any vacancies;
- proposals of the board or members, announced in the notice convening the meeting.
- Other general meetings are held as often as the board deems desirable.
- Furthermore, at the written request of at least such a number of members as is authorized to cast one-tenth of the votes, the board is obliged to convene a general meeting within a period of no more than four weeks after the submission of the vote request. If the request is not complied with within fourteen days, the petitioners themselves may convene the meeting by convening a notice in accordance with Article 17 or by advertisement in at least one frequently read newspaper at the location where the association is located. The petitioners can then charge others than members of the board with the management of the meeting and drawing up the minutes.
ACCESS AND RIGHT TO VOTE
Article 14.
- All members and honorary members of the association and all donors have access to the general meeting. Suspended members and suspended board members have no access, without prejudice to the provisions of article 5 paragraph 8.
- The general meeting decides with the admission of persons other than those referred to in paragraph 1.
- Every (honorary) member of the association who is not suspended, has one vote according to the association's rules of conduct and house rules.
- A member may cast his vote by one other member authorized in writing.
CHAIRMANSHIP - MINUTES
Article 15.
- General meetings are chaired by the chairman of the meeting or his deputy. If the chairman and his deputy are absent, one of the other board members to be appointed by the board will act as chairman. If the chair is also not provided in this way, the meeting itself will provide for this.
- Minutes are taken of the proceedings at each meeting by the secretary or another person designated by the chairman, which will be adopted at the next general meeting and signed by the chairman and the minutes secretary in evidence thereof. The contents of the minutes or of the official report shall be brought to the attention of the members.
DECISION-MAKING OF THE GENERAL MEETING
Article 16.
- The opinion of the chairman expressed at the general meeting regarding the result of a vote is
decisive. The same applies to the content of an adopted resolution insofar as a vote was taken on a proposal not recorded in writing.
- However, if immediately after the judgment referred to in the first paragraph has been pronounced, the correctness thereof is disputed, a new vote shall be taken, if the majority of the meeting or, if the original vote was not taken by roll call or in writing, a person entitled to vote present so requires. As a result of this new vote, the legal consequences of the original vote will lapse.
- Insofar as the articles of association or the law do not provide otherwise, all resolutions of the general meeting are passed by an absolute majority of the votes cast.
- Blank votes are considered not to have been cast.
- If no one has obtained an absolute majority in an election of persons, a second vote, or in the case of a binding nomination, a second vote between the nominated candidates, shall take place. If then again no one has obtained an absolute majority, further votes will be held until either one person has obtained an absolute majority, or a vote has been taken between two persons and the votes are tied. In the event of such further ballots (not including the second ballot) each time a vote is taken between the persons who were voted on in the preceding ballot, with the exception of the person who received the smallest number of votes in the preceding ballot. If in the preceding vote the smallest number of votes has been cast for more than one person, it will be decided by lot which of those persons can no longer be cast in the new vote. In the event of a tie in a vote between two persons, lots will decide which of the two is elected.
- If the votes are tied on a proposal that does not affect the election of persons, it is rejected.
- All votes will be taken orally, unless the chairman deems a vote in writing desirable or one of the persons entitled to vote so requests before the vote. Written vote takes place by unsigned, closed notes. Decision-making by acclamation is possible, unless a voting by roll call requires a vote.
- A unanimous decision of all members, even if they are not together in a meeting, has the same force as a resolution of the general meeting, provided it is taken with foreknowledge of the board.
- As long as all members are present or represented at a general meeting, valid resolutions can be adopted, provided unanimously, on all subjects to be discussed - including a proposal to amend the articles of association or to dissolve it - even if no convocation has taken place or has it not been done in the prescribed manner or has any other regulation regarding calling and holding meetings or a related formality not been observed?
CONVOCATION OF GENERAL MEETING
Article 17.
- General members' meetings are convened by the board. The notice is given in writing to the addresses of the members in accordance with the register of members referred to in Article 3. The notice period is at least seven days.
- The convening notice shall state the subjects to be discussed, without prejudice to the provisions of Article 18.
AMENDMENT OF THE STATUTES
Article 18.
- The articles of the association cannot be changed other than by a resolution of a general meeting, which has been convened with the notice that amendments to the articles of association will be proposed there.
- Those who have summoned the general meeting for consideration of a proposal to amend the articles of association must, at least five days before the meeting, have a copy of that proposal, including the proposed amendment verbatim, in a suitable place for the members. make available
for inspection until after the day on which the meeting is held. In addition, a copy as referred to above, together with the convocation, is sent to all members.
- A resolution to amend the Articles of Association requires at least two-thirds of the votes cast in a meeting in which at least two-thirds of the members are present or represented. If two thirds of the members are not present or represented, then a second meeting will be convened, to be held at least fourteen and no later than thirty days after the first meeting, in which the proposal as discussed in the previous meeting, irrespective of the number of present or represented members, decisions can be taken, provided that a majority of at least two-thirds of the votes cast.
- An amendment to the articles of association will not come into effect until a notarial deed has been drawn up. This time will be announced in the association magazine or in another manner to be determined by the board. Every board member is authorized to execute the deed of amendment of the articles of association.
DISSOLUTION
Article 19.
- The association can be dissolved by a resolution of the general meeting. The provisions of paragraphs 1, 2 and 3 of the previous article apply mutatis mutandis.
- The liquidation will be effected by the board unless the general meeting decides otherwise.
- The credit balance after liquidation will revert to a foundation or association to be designated by the general meeting with an objective that fully or largely corresponds with the objective of the dissolved association.
HOUSEHOLD REGULATIONS
Article 20.
- The general meeting may adopt internal rules.
- The internal regulations may not conflict with the law, even where it does not contain mandatory law, nor with the statutes.
FINAL PROVISIONS
The persons appearing, acting as stated, stated that, in deviation from the provisions of article 8, paragraph 1 of the articles of association, the following are appointed as board members for the first time:
- Mr A. Koliavras, aforementioned, as chairman;
- Mr. D. Chasapopoulos, aforementioned, as secretary;
- Mr Chariton Papatriantafyllou, residing at 3037 GD Rotterdam, Bergsingel 151B 02, born in Thessaloniki (Greece) on the twenty-sixth of March nineteen ninety-one, unmarried and not registered as a partner within the meaning of the registered partnership, holder of a Greek passport, number AT0386879 , as treasurer;
- Mr Alexandros Bellos, residing at 1061 TJ Amsterdam, Willy Sluiterstraat 106, born in Thessaloniki (Greece) on the twenty-second of May one thousand nine hundred and eighty-five, unmarried and not registered as a partner within the meaning of the registered partnership, holder of a Greek passport , number AP0011715, as a board member;
- Mr Aris Nafpaktitis, residing in 2011 CG Haarlem, Spaarne 191, born in Athens (Greece) on the twenty-first of July nineteen hundred and eighty-eight, unmarried and not registered as a partner within the meaning of the registered partnership, holder of a Greek passport, number AP3305184, as a board member.
The persons appearing are known to me, civil-law notary.
OF WHICH DEED has been executed in Rotterdam on the date stated at the head of this deed. The business content of this deed has been communicated and explained to the persons appearing. The persons appearing have stated that they do not appreciate the full reading of this
deed, that they have taken note of the contents of this deed in good time before executing and that they agree with the contents.
This deed was read to a limited extent and signed immediately afterwards, first by the persons appearing and then by me, civil-law notary.