E.A.P.E. By-laws

Article 1.

An association under the name EUROPEAN ASSOCIATION OF PROFESSORS EMERITI is hereby established (hereunder referred to as the “Association” or by the initials E.A.P.E.).

Article 2.
Registered office

Its registered office is in Athens, Greece. The official languages of the Association are the Greek and English language.

Article 3.
Purposes

The purposes of the European Association of Professors Emeriti are:

  1. The creation and/or preservation of ties among academics and professors emeriti all over Europe.
  2. The collaboration of European Professors emeriti in conducting research projects or in producing and publishing meritorious scientific work.
  3. The submission of proposals to the relevant European authorities with respect to the study of issues related to graduate and post graduate education or offering courses to the general public with a view to contributing to restructuring curricula or other sections of learning, where such needs exist.
  4. The exchange of knowledge and ideas stemming from various scientific fields.
  5. The active cooperation among European scientists across various academic fields via the organization of meetings, colloquia or conferences of interdisciplinary and intra-cultural interests and the creation of a “Think Tank”.
  6. The moral, scientific, legal counseling and material support to colleagues and their families and also to every needy individual.

Article 4.

The purposes provided in the previous article may be achieved:

  1. By issuing of research data, studies, conferences and congresses.
  2. By publishing the results of the above research efforts, studies, and congresses, and also by periodical publications of high scientific level.
  3. By submitting scientific opinions and proposals to European Universities, National Governments and European Authorities.
  4. By cooperating with natural and other legal entities pursuing the same or similar purposes.

Article 5.
Members

  1. Any professor emeritus or retired professor of a European University who wishes to contribute to the realization of the purposes described in Article 3 hereof may become a member of the Association. Retired associate or assistant professors may also become members of the Association upon approval of the General Assembly.
  2. Emeriti or retired professors of non-European Universities, as well as those who have served as associate or assistant professors in them, may become corresponding members. The corresponding members have all the rights of the ordinary members, except for the right to elect and to be elected.

Article 6.
Registration-Subscription

The amount of the Registration fees and of the yearly subscriptions are decided by the General Assembly on proposal by the Board of Directors.

Article 7.
Member Rights

  1. Every member is entitled to participate in the Association’s activities.
  2. Every member may participate in General Assemblies and other meetings, seminars, congresses of the Association or its Working Groups.
  3. Every member may resign from the Association anytime by submitting a written statement.

Article 8.
Member Obligations

  • Members should attend at least half of General Assemblies.
  • Members should contribute to the advancement of the goals of the Society.
  • Members should regularly contribute their annual subscription.

Article 9.
Termination of a membership

The termination of a membership may be decided for the following reasons:

  1. Non-payment of annual subscription for 3 consecutive years without adequate reason.
  2. Immoral or unethical behavior or any type of conduct which causes harm to the Association.
  3. The termination of a membership is decided by the majority of 2/3 of the General Assembly, by open vote, after a proposal of the Board of Directors. Before this voting, the member should be officially invited to a written explanation or apology, by a registered letter.
  4. Failure to submit a written explanation or apology constitutes a reason for termination of a membership.

Article 10.
Funding-Financial Support

The Association is financially supported by:

  1. Members’ registration and yearly subscription fees.
  2. Income from scientific studies, opinion statements, protocols, publications.
  3. Donations, bequests, inheritance rights lawfully transmitted to the Association Fund.

Article 11.
Budget-Management Account-Balance sheet

  1. One month before the end of each calendar year, corresponding to the administrative period of the Association, the Board of Directors draws up the balance sheet and submits it to the Regular General Assembly meeting for its approval. In the balance sheet the foreseen income and the disbursements are entered in detail by categories.
  2. The Board of Directors submits to the General Assembly an account of the management of the previous year for its approval, together with the Report of the Auditors.

Article 12.
Management, Administration and Audit bodies

  1. The Board of Directors carries out administration and management of the affairs of the Association.
  2. The General Assembly controls the administration and the management of the Association.

Article 13.
Composition of the Board of Directors

  1. The Association is managed by a Board of Directors, (hereunder referred to as BoD), composed of seven members, namely the President, the President Elect, the General Secretary, the Treasurer and three (3) other
  2. No more than 2 members of the BoD shall be of the same nationality.
  3. An equal number of substitute members shall also be elected.
  4. Two (2) Auditors and two (2) substitute Auditors, who may be of the same nationality, shall also be elected.
  5. The BoD and the Auditors shall be elected by the General Assembly according to article 30.
  6. The BoD is elected for two (2) years.

Article 14.
Liability of the Members of the BoD

The members of the BoD are personally and conjointly liable for the fulfillment of their obligations, defined by the Law, the present Articles of Association and the decisions of the General Assembly.

Article 15.
Competences of the BoD

  1. The BoD administers generally the interests of the Association; it supervises, superintends, controls, organizes and directs the administrative services of the Association and the personnel of the Association.
  2. The BoD draws up and proposes the budget, the accounts and the balance sheet and submits them to the General Assembly for approval;
  3. It carries out the decisions of the General Assembly;
  4. It convokes the General Assembly, whenever it is provided by the law or by the present Articles of Association, or imposed by the interests of the Association.
  5. The BoD has competency on any subject that has not been expressly entrusted to another body by the General Assembly.
  6. The BoD and the auditors shall be elected by the General Assembly according to the provisions in general of art. 30.

Article 16.
BoD operation

  1. The BoD is convened regularly every 2 months, and extraordinarily whenever it is considered expedient by the President or at least three of its members, who submit a special request to this end. The meetings may take place also by teleconference or by skype.
  2. In the latter case of the previous paragraph, the President convokes the BoD within 2 weeks following the date of the submission of the request; in case of negligence or refusal of the President to do so, the President Elect has the right to convoke the BoD; and if the latter also neglects or refuses, the right is passed on to the ones who submitted the request.
  3. In order to convene a formally valid BoD meeting, a written convocation addressed to its members is required, which shall be serviced 2 weeks before the day of the meeting at the latest. The convocation shall include the date and the time of the meeting and the subjects to be discussed.
  4. The BoD is in quorum when the present members are more than the absent. The substitute members may attend the meetings of the Board without having the right to vote.
  5. The decisions of the BoD are taken by absolute majority vote. In case of a tie, the view supported by the President prevails. The Attendance and voting in the BoD by a representative are not allowed.
  6. In the event of decease, resignation or declaration of forfeiture of the President, his/her place shall be taken by the President Elect.
  7. If due to the decease, resignation, or declaration of forfeiture of the members of the BoD, there is a vacancy in its composition as provided by Art. 13, and even after the substitute members are installed, an extraordinary General Assembly shall be convoked in order to elect a member of the BoD to fill the vacant position.

Article 17.
Minutes of the BoD

  1. The minutes of the meetings of the BoD are kept by the General Secretary. One week before each meeting, the General Secretary sends the minutes of the previous meeting to all BoD regular members and substitutes.
  2. At the beginning of each meeting the minutes of the previous one are ratified, if they had not been ratified during that previous meeting.
  3. The ratification is made by the signature of the members of the BoD, present at the meeting of the BoD. Electronic signatures may be used.

Article 18.
The President of the BoD

The President of the BoD has the following competencies:

  • Represents the Association before any authority and any court and for all legal relations of the Association with any person or legal entity.
  • Convokes the BoD to ordinary and extraordinary, general or special meetings.
  • Presides at the meetings of the BoD, declaring the beginning and the closing of these meetings. He/she gives the speech to and takes it back from the members of the BoD; he/she puts questions to the vote and makes announcements to the BoD.
  • Signs, eventually together with the General Secretary, the minutes of the meetings and other documents if any; he/she signs together with the Treasurer the orders of payment.
  • Takes care of the pursuit in general and the success of the purposes of the Association.
  • Superintends the regular operation of the services of the Association and the true application of the exact observance of the laws and the decisions of the General Assembly.
  • The duration of the office of the President is two years. He/she is elected directly at the first General Assembly meeting.

Article 19.
President Elect

The President Elect succeeds automatically the President who retires after the end of his office. His/her office lasts two years.

Article 20.
The General Secretary

  1. The General Secretary has the following competencies:
  2. To supervise directly the services of the Association.
  3. To keep the records of the meetings of the BoD.
  4. To read the documents addressed to the Association and to give directions. To draw up the answers to the correspondence addressed to the Association and to all outgoing documents, which he/she countersigns together with the President.
  5. He/she draws up, together with the Treasurer the Budget, the Account and the Balance sheet.
  6. The duration of his/her office is two years with the possibility of re-election from the General Assembly after proposal of the BoD.
  7. If the Secretary’s position is vacant or if he/she is absent or impeded, he/she is substituted by one of the members of the BoD, after proposal of the BoD.

Article 21.
The Treasurer

  1. The Treasurer of the Association has the following competencies:
    1. He/she collects the registration fees, the yearly subscription dues, the extraordinary contributions and in general all the dues to the Association, issuing the legally provided receipts.
    2. Makes all payments decided by the BoD, after written order of the President and the General Secretary.
    3. He/she submits to the BoD a summary report on the financial condition of the treasury twice a year, and a detailed report of it at the end of the administrative period (2 years).
    4. He/she keeps the book of the treasury, in which the entries shall be supported by written receipts, orders of payment, and other written evidence of the entries.
    5. Ηe/she is personally responsible for every disbursement made in violation of the law, of the present Articles of Association, and of the decisions of the G.A. and the BoD.
  2. The office term of the Treasurer lasts two years.
  3. In case a Treasurer has not been yet elected or is absent or impeded, he/she is represented by proposal of the BoD by one of its members provided that he/she does not replace the President Elect.

Article 22.
Board of Directors

  1. The seniority among the members of the BoD is determined by the number of votes the member received at the preceding elections.
  2. The BoD may decide to assign special duties to its members.

Article 23.
Auditors

Two regular and two substitute Auditors are elected for a two-year office. They are responsible for controlling the data submitted by the Treasurer.

Article 24.
Committee of National Representatives, – Working Groups

The Committee of National Representatives and the Working Groups shall be organized and shall operate according to Article 33 and the Internal Regulations.

Article 25.
General Assembly

  1. The General Assembly, hereunder referred to as “Assembly” is composed of all the members of the Association who have paid their initial registration and annual subscription dues.
  2. The Assembly, as supreme organ of the Association decides on every matter submitted to it.
  3. The Assembly has the exclusive competence to:
    1. Amend the By-laws, and also to approve and amend the internal regulations of the Association.
    2. Decide on the termination of a membership, and the deposition of a President or of members of the BoD, under art.9 §§ 2-4 and 16 § 6 of these By-laws.
    3. Supervise and control the organs of the administration.
    4. Decide on the dissolution of the Association.
  4. The following actions belong to the jurisdiction of the Assembly:
    1. Approval of the accounts and the balance sheet at the end of the accounting period.
    2. Approval of the budget of the new accounting period.
    3. Discussion on the report of the activities of the BoD and the release of its members from their responsibility.
    4. Election of a new BoD and of the Auditors every two years.

Article 26.
Convocation of the Assembly

  1. The Assembly is convened regularly every two years, and extraordinarily whenever the BoD decides so for the reasons provided in the present Articles of Association, the Internal Regulations and whenever this is imposed by the interest of the Association.
  2. The extraordinary convocation of the Assembly may be requested by one fifth (1/5) of the members of the Association, who have fulfilled their financial obligations. The written request is addressed to the BoD and determines the subjects to be discussed.

Article 27.
Procedure of Convocation

  1. The Assembly is convened by the President of the BoD by written invitation in which the following items are clearly included:
    1. The place and the time of the meeting.
    2. The subjects to be discussed.
    3. Whether the convocation of the meeting is the first or the second one (art. 28 para 2).
    4. The necessary number of members in order to obtain a quorum.
  2. The invitation shall be sent to the members of the Association at least twenty (20) full days before the date of the meeting.

Article 28.
Quorum

  1. Unless a special provision provides differently, the quorum of the Assembly is constituted, when one third (1/3) of the members who have paid their required dues to the Association is present.
  2. Especially at the first Founding Assembly Meeting, the quorum of the Assembly is reached when at least twenty five (25) members are present.
  3. No member may be represented by another member or by a third person.
  4. If at the first meeting the quorum provided in the first paragraph is not reached, the meeting shall be postponed and a second meeting shall be convened, with exactly the same subjects on the agenda, within one (1) day at the earliest and ten (10) days at the latest, following the date of the meeting which has been postponed.
  5. If, according to the previous paragraph, the Assembly is convened for the second time, the quorum is considered as having been reached if at least fifteen (15) members are present.
  6. By decision of the Assembly, it may be provided that future assemblies may take place by telecommunication, providing also the details of the procedure of such assemblies.

Article 29.
Procedure of decision taking

  1. Before the commencement of the discussion on the subjects of the agenda, the President of the BoD decides if a quorum is obtained. Then, the Assembly elects a President and a Secretary by open vote and after the proposal of at least two (2) members.
  2. The President, together with the Secretary, prepares a list of the members who request to speak on the daily agenda’s matters and sets according to his/her estimation an equal time of speech for every participant. All speakers have the right to a second intervention for a time interval decided by the President. The President has the right to interrupt the speaker if, according to his opinion, he/she is outside the subject, to deprive him/her of the right of speech and to interrupt discussions for up to one hour.
  3. During the Assembly, the BoD presents its account of the management of the previous years, the accounts and the balance sheet of the past financial year and the budget of the coming year and the report of the Auditors is being read. Then, these are discussed and a vote is carried out to release the BoD from its liabilities.
  4. If the agenda includes other subjects, after the discussion on these is terminated, the President summarizes the opinions under discussion and places them to vote.
  5. The decisions of the Assembly are obtained by an absolute majority of the members present who have fulfilled their dues, unless otherwise decreed by a Law, the present Articles of Association or the Internal Regulations.

Article 30.
Election

  1. Before the elections for the new BoD, the Assembly elects a Supervising Committee (referred hereunder as S.C.) of three (3) members.The S.C. offers to the voters a voting ballot with the names of the candidates which bears the stamp of the Association and the signature of at least one member of the S.C. and an envelope with the seal of the Association. The list is formed by the BoD, according to the submitted candidatures at least ten (10) working days before the Assembly. Only the first Assembly is exempted from this rule. Elections are carried out by secret voting to elect the BoD and the Auditors.
  2. Every voting member marks by a cross the candidates of his/her choice, i.e. President (only for the first Assembly), President Elect, General Secretary, Treasurer, three (3) regular and three (3) substitute members, two (2) Auditors and two (2) substitute Auditors. He/she next places the voting ballot in the envelope and places it in the ballot box after signing on the list of the voters prepared by the Supervising Committee. A voting ballot not fulfilling these specifications is considered to be null and void. Also, an envelope containing more than one voting ballot is considered null and void.
  3. Voting can be carried out by electronic vote and conducted by a duly registered electronic vote agency. Candidates who in every category gather most of the votes are considered as successful. After counting the vote, the Supervising Committee undersigns the Report of the Voting and announces the successful candidates, regular and substitute ones.

Article 31.
Amendment of the Articles of Association

To reach a decision for amendment of the Articles of Association, the presence of one half (1/2) of the financially eligible members is required, as well as a majority of three quarter (3/4) of the votes of the members present.

Article 32.
Dissolution and clearance of the Association

  1. The Association is solved and liquidated according to the specifications provided by Law, as well as by decision of the Assembly, under the specifications and the spirit of the previous article.
  2. In case of dissolution of the Association, its assets and property are donated by decision of the Assembly to another organization with similar purposes.

Article 33.
Internal Regulations

  1. The BoD may decide or regulate in detail the organizational details of the Association by an Internal Regulation approved by the Assembly.
  2. By the same procedure, this Internal Regulation can be modified or complemented.

Article 34.
Temporary regulations. – Founding Assembly Meeting

  1. The Founding Assembly Meeting, (hereunder referred to as F.A.M.), shall elect by secret vote seven (7) members, three substitute members, two (2) auditors and two (2) substitute auditors, with the composition described in Article 13.
  2. The BoD thus elected shall supervise the ratification of the Articles of Association and the convocation of the first Regular Assembly.
  3. The first Regular Assembly shall be convened by the temporary BoD not later than one (1) year after the ratification of the Articles of Association.

Article 35.

The Articles of Association, consisting of thirty five (35) articles in Greek and in English language, was discussed and voted article by article in its entirety and finally approved, by the Founding Members of the Association, that can been seen here.

 

Athens, September 30, 2016