Agora by Laws
STATUTE OF THE FEDERATION OF ASSOCIATIONS UNDER THE NAME «AGORA – FEDERATION OF ASSOCΙATIONS FOR PATIENTS WITH RHEUMATIC AND MUSCULOSKELETAL DISEASES OF SOUTHERN EUROPE»
ARTICLE 1: ESTABLISHMENT – NAME – HEAD OFFICE
A Federation of Associations is founded under the name “AGORA – FEDERATION OF PATIENTS’ ASSOCIATIONS WITH RHEUMATIC AND MUSCULOSKELETAL DISEASES OF SOUTHERN EUROPE” and the distinctive title “AGORA” based in Athens, which consists of primary organizations, non-profit associations or associations of patients suffering from rheumatic and musculoskeletal diseases (R.M.D.).
ARTICLE 2: PURPOSE – ACTIVITIES
The Federation has the following objectives:
- The promotion, rallying and coordination of common actions for the health and support of people with Rheumatic and Musculoskeletal diseases.
- The reduction and alleviation of the effects for sufferers of Rheumatic and Musculoskeletal diseases and their familiars in terms of personal, professional and social level.
- The support of the rights of people with Rheumatic and Musculoskeletal diseases regarding the education, care of sufferers, treatment, rehabilitation, prevention and autonomy in everyday life and their promotion under the umbrella of the protection of human rights.
- The representation of the interests of the entire community of Rheumatic and Musculoskeletal diseases at European and Νational level.
- The collection and provision of information on all aspects of Rheumatic and Musculoskeletal diseases, in the medical and social field.
- The encouragement of innovation and excellence in education and research with the aim of improving the treatment and care of sufferers of Rheumatic and Musculoskeletal Diseases.
- The encouragement and undertaking of research programs including research and clinical trials on Rheumatic and Musculoskeletal diseases and the dissemination of the results of any research.
- It is expressly excluded from the objectives of the Federation to pursue in any way directly or indirectly politically motivated objectives or to cooperate with other associations of persons pursuing political objectives.
ARTICLE 3: MEANS OF ACHIEVING OBJECTIVES
To carry out its objectives, the Federation will use any appropriate means such as:
- The coordination of the action of its members for the general demands it claims.
- The contribution and encouragement of the creation, establishment and development of similar primary organizations for people with Rheumatic and Musculoskeletal diseases in Southern Europe.
- The development of any kind of informative, educational and recreational activity such as the organization and coordination of lectures, workshops, discussions, seminars, etc.
- Participation in national or international conferences, seminars, lectures, round tables and any other relevant or related event, conducted by scientific institutions, or any other patient body, national or international.
- Communication and cooperation with similar social and medical bodies with national and international competent services and organizations.
- The undertaking of interventions, representations or démarches to the competent international or national bodies, scientific associations, universities, social and private bodies, as well as any Greek, foreign or international body, which has the ability or the will to contribute to the achievement of the Federation’s objectives.
- The preparation and support for the development of research programs.
- The collaboration with sponsors from the field of private initiative for social researches, information campaigns, funding, donations, etc.
- The establishment of working groups and committees, as well as the assignment of work to specialists to achieve individual objectives.
- The appeal or representation and information in any kind of legislative or judicial bodies (Courts, committees, Parliament, etc.) at international or national level to achieve the objectives.
ARTICLE 4: MEMBERS OF THE FEDERATION
1. Full Members of the Federation become non-profit and non-governmental organizations such as Unions, Alliances or Associations of patients with rheumatic and musculoskeletal diseases, which have been legally established and recognized in the states where they are based, pursue similar or fully harmonized purposes with those of the Federation, and are based in countries of Southern Europe (such as Bulgaria, France, Greece, Israel, Spain, Croatia, Cyprus, Malta, Montenegro, Portugal, Romania, Serbia).
2.a) Associate members of the Federation become non-profit and non-governmental organizations such as Unions, Alliances or Associations of patients with rheumatic and musculoskeletal diseases, which have been legally established and recognized in states that are based and serve purposes similar to those of the Federation based outside the countries of Southern Europe, for a period of three (3) years, which may be renewed by decision of the Board of Directors.
2.b) The associate members do not have the right to vote and stand for election or the right to vote in the General Assembly and do not participate in the Administration.
2.c) The associate members have access to all information in relation to the activity of the Federation, participate in the conferences and the work of the Federation, benefit from the network of the federation and participate in the work of the General Assembly (without participating in the decision-making process), in accordance with the internal regulation, approved by the General Assembly. By decisions of the Board of Directors, the associate members may be present at the organs of the Federation with specific objects of intervention.
2. Rights and obligations of full members:
a) Full members of the Federation are entitled to:
i. To take part with their legal representatives in the General Assembly of the Federation.
ii. To express their views freely, to control and criticize the work of the Governing Council of the Federation.
iii. To take note of the minutes and all books, data and documents kept in the Federation, upon their request to its Board of Directors.
b) All members of the federation may request their moral, material and legal support from the Federation for the promotion of their purposes.
c) The members of the Federation are obliged to:
d) To pay their subscriptions on time, the amount of which is determined by the Board of Directors of the Federation and may vary by category of members.
e) To respect and apply the Statute of the Federation and the internal regulations of the Federation, to support the decisions of its bodies, when they do not affect their independence.
f) To submit within one (1) month after the conduct of their elections an official copy of the minutes of the Election Committee for the election and nomination of their bodies.
g) To inform the Board of Directors in written form at regular intervals about their problems, as well as the appropriate actions they have taken to resolve them.
h) To assist in the fulfillment of the objectives of the Federation, not to turn against them and not to prevent the execution of the decisions of the Board of Directors of the Federation.
i) To appoint a person as “Liaison”, who will act as the main person of contact between them and the Federation. This person will contribute to the continuous communication between the Federation and each member regarding the achievement of the purposes and objectives of the Federation. The contact person, depending on the type of information or request, will share the message with the relevant persons in the member organization as required.
3. Registration of Members of the Federation:
For the registration of a member of the Federation, the following are required:
a) Written request of the candidate member or the competent body to the Board of Directors of the Federation, accompanied by a copy of the minutes of the General Assembly, from which it appears that the candidate member, after having been informed of the statute of the Federation, accepts it unreservedly and on this basis submits an application for his entry into the federation.
b) An official copy of the Statute of the candidate member, of any amendments thereto and of the recognition of its establishment by the competent authorities of its head office, must be submitted.
c) A document must be presented proving the election of the administrative bodies of the candidate member, as well as the responsibilities of each of the members of the administration, such as minutes of the Election Committee for the election of the Administrative Bodies and minutes of the establishment of the Board of Directors into a body or any equivalent document.
d) The candidate member must have participated in previous actions of the federation or its members and be active at national or regional level.
The Board of Directors of the Federation is obliged to include in the daily agenda the examination of the application of the candidate member at its first meeting, in which case it approves or rejects it with justification.
Any decision taken by the Board of Directors shall be notified in written form to the candidate member within thirty (30) days of its issuance.
4. The Board of Directors, if, for any reason, doubts the non-profit-making or non-independent political action of the candidate member, may request the General Meeting to decide whether to accept the application or not. In particular, the suspicion or finding that the candidate member is granting excessive privileges or distributing significant sums of money to its members or representatives, is a reason for referring the matter to the General Assembly.
The members of the Federation may freely withdraw from the Federation with a written statement to the General Secretary of the Federation. The deletion of the member from the Federation takes place within three (3) months from the receipt of the written statement.
Each member of the Federation shall be deleted by a reasoned decision of the General Assembly, following a proposal by the Board of Directors, which is obtained by a quorum of 2/3 of the full members and by a majority of 2/3 of the full members present and is notified to the interested member within thirty (30) days of the decision, when the member:
a) Has not paid his contribution to the Federation.
b) Repeatedly violates the aims, objectives and work of the Federation.
c) Systematically obstructs the implementation of the decisions of the statutory bodies and creates pretexts instead of facilitating the work of the Federation.
d) Before deletion, the accounting member must be called by the Board of Directors in written form to apologize for the misconduct.
e) If the quorum of 2/3 of the full members of the Federation is not reached, the Assembly shall meet again with the same agenda after at least 15 days and shall validly decide on the deletion of the member by a majority of 2/3 of the full members present.
f) The member who is deleted because he has not paid his subscription to the Federation, by decision of the Board of Directors may be re-registered after the payment of the due subscriptions, without any other formalities unless this behavior is repeated. The General Assembly may decide in any case the re-registration of a deleted member.
ARTICLE 5: RESOURCES
The resources of the Federation are:
- The annual regular subscription of the members, the amount of which is determined by decision of the General Assembly on a proposal from the Board of Directors.
- The special contributions of the members, decided by the General Assembly with a quorum of 1/2 of the members and a majority of 2/3 of the members present, following a proposal by a decision of the Board of Directors, to deal with emergencies and emergency situations.
- Donations and sponsorships from natural and legal persons, inheritances or bequests, proceeds from raffles, cultural events, funding from public or private bodies, international organizations, non-governmental organizations, etc.
- The revenues from the participation in the implementation of programs, projects/ subprojects, researches, etc. that the Federation organizes or co-organizes with other partners and that come from European Union Funds, Operational Programs (such as NSRF), as well as from other European Organizations.
- Any other legal financial support or revenue.
ARTICLE 6: BODIES OF THE FEDERATION
The bodies of the Federation are: a) The General Assembly of the members of the Federation, b) The Board of Directors and c) The Audit Committee.
ARTICLE 7: GENERAL ASSEMBLY
- The General Assembly is the supreme organ of the Federation and decides on any matter which has not been assigned by law or this statute to other bodies. The General Assembly exercises control and supervision over the other organs of the Federation. The General Assembly has exclusive competence to:
a) To approve the report of the Board of Directors.
b) To elect the members of the Board of Directors, the election board and the audit committee.
c) To decide on the approval of the budget and the balance sheet and to judge on the discharge or not of the Board of Directors from any responsibility on the basis of the report of the Audit Committee.
d) To decide on any amendment of the statute.
e) To decide on the dissolution of the association.
f) To elect the full and alternate members of the Board of Governors.
g) To decide on the transfer of the head office of the Federation.
- At the beginning of the General Assembly, the President and the Secretary of the General Assembly are elected.
- Decisions are taken by show of hands, except for decisions on the election of the Board of Directors, the deletion-expulsion of a member, the election of an election committee, the election of an audit committee, where decisions are taken by secret If the result is contested, a count shall be carried out. For personal matters, a secret ballot is held only if such a vote is requested and the General Assembly takes a relevant decision.
- Decisions shall be taken by an absolute majority of the full members present, except where other exceptional majority is expressly specified. The General Assembly, not even by an absolute majority of the members present, cannot decide on the addition of an item to the agenda. Especially for the amendment of the provisions of the statute, as well as for the dissolution of the association, the presence of at least half of the cash-settled members of the association and the contribution to the relevant decision of at least the majority of 3/4 is required in order to achieve quorum and majority. The approval of the report of the Board of Directors and the budget are received by a majority of 2/3 of the members present at the General Assembly.
- Every year one (1) ordinary General Assembly is convened by the 30th of September of each year. Only the ordinary General Assembly: a) approves the report of the Board of Directors, b) approves the balance sheet and the budget. The General Assembly shall be convened by the Board of Directors, which shall announce it at least 15 days before its conduct by an invitation signed by the President and the Secretary-General. The invitation shall in any case specify the place, time and items of the agenda clearly and shall be sent to the e-mail addresses, which the members have stated or are published on the Federation’s website. At the same time as the General Assembly convenes, the number of members and the list of those who have not fulfilled their financial obligations are announced.
- In the General Assembly, only the cash-settled full members participate. The full members of the Association are represented at the General Assembly and by a representative, equipped with a relevant authorization, which is delivered to the secretariat of the Association. The General Assembly is in quorum in the presence of 1/3 of the cash-settled members. In case of non-achievement of a quorum, a new General Assembly is convened the next day at the same place and at the same time, with the same agenda and is in quorum, regardless of the number of the members present. No new invitation to the repeating General Assembly is required since the place and time of the convening of the repeating meeting is stated.
- Extraordinary General Assemblies are convened, for serious issues of the association, by decision of the Board of Directors or by written application to it of 1/5 of its members. The Board of Directors is obliged within twenty-one (21) days from the submission of the application to convene the extraordinary General Assembly, which will take place within forty (40) days from the submission of the application. If the Board of Directors is inactive, the extraordinary General Assembly may be convened by a court decision to be caused by 1/5 of the members. The invitation or the request for the extraordinary General Assembly must necessarily indicate the agenda items, place and time, as well as bear the signatures of the applicants. The extraordinary General Assembly is announced at least fifteen (15) days before the date of its holding. In the extraordinary meeting, the General Assembly can be attended by all cash-settled full members of the association. In the special case of resignation or lack of the Board of Directors, any full member of the Federation has the right to submit an application to the competent court with a request to appoint a temporary administration that will be obliged to hold elections for the appointment of the Board of Directors within three (3) months from the publication of the decision and until then to manage its urgent cases.
- In the event that the Board of Directors is going to resign as a body, it is obliged to convene an extraordinary General Assembly beforehand and refer the issue of its resignation in it. If the Board of Directors resigns without observing this procedure, the General Assembly is convened by a judicially intended administration as above.
- The General Assembly may also take a decision without meeting if all members consent in written form to a specific and given proposal. Consent may also be given by e-mail.
- Participation in a General Assembly is also allowed by teleconference. To this end, the Secretary-General or a third person appointed by the Board of Directors (an employee of the Federation or a service provider) assumes the duties of the person in charge of the teleconference. The person in charge of the teleconference must proceed to all the necessary actions for the smooth beginning and operation of this. The coordination of the teleconference will be held by the President of the General Assembly together with its Secretary (who will be elected by the General Assembly), and will be in constant contact and briefing with the person in charge of the teleconference.
- Associate members may attend Extraordinary General Assemblies as observers, in accordance with the internal regulation of the Federation.
ARTICLE 8: BOARD OF DIRECTORS
- The Federation is governed by the Board of Directors, elected by the General Assembly with three (3) alternate members. The number of members of the Board of Directors is set at five (5) and consists of the President, the General Secretary, the treasurer and two (2) members. The term of office of the members of the Board of Directors is three years and starts from their election. It is not possible to elect the members of the Board of Directors for more than two (2) consecutive terms. The members of the Board of Directors are unpaid. The members of the Board of Directors may decide on the compensation for the board, accommodation and travel expenses of the members of the Board of Directors.The Board of Directors shall draw up the annual accounts for the preceding financial year and the budget for the following financial year, which shall be submitted for approval to the ordinary General Assembly, which thus discharges the Board of Directors of its financial responsibility for the financial year for which the financial statements have been approved.
- The Board of Directors, within eight days of its election, must meet under the chairmanship of the one who has received the most preferences in crosses and elects by secret ballot from among its members the President, the General Secretary and the Treasurer, and may invite to the same meeting the previous Board of Directors to deliver to the new one the keys, the seals, the archive and the property of the association with a protocol of delivery and receipt, if necessary. The status of President, Secretary-General and Treasurer may not be under the same person.
- The Board of Directors meets regularly once every two (2) months and may not meet during July and August of each year. It shall be convened by the President by notification of the meeting in any way and mostly by e-mail at least 24 hours before and by indicating the place, time and subjects for discussion.
- For a meeting, the presence of at least three (3) of its five (5) members is required. The Board of Directors shall meet exceptionally when convened by the Chairman or three (3) of its members at a request to be submitted to the President. Decisions shall be taken by a majority of the members present and in the event of a tie, the Chairperson shall have the casting vote.Each member of the Board of Directors may propose subjects for discussion. The decisions shall be taken by a majority of those present members of the Board of Directors with a show of hands. When a decision is to be taken on personal matters two (2) of the members present may request that the vote be by secret.
- In the event of a member’s of the Board of Directors withdrawal from it for any reason, it shall be replaced by the first deputy.In case of exhaustion of the alternates, the position of the Board of Directors shall remain vacant. The Board of Directors shall continue to operate with as many members as are required to achieve its quorum, otherwise a General Assembly shall be called for the election of the Board of Directors or the appointment of an interim administration shall be requested by the competent court.
- The Board of Directors shall be dismissed before the end of its term of office, by a decision of the General Meeting, which shall be taken by an absolute majority of those present or by a formality of censure. Especially in these cases, a quorum of 1/2 of the members who are cash-settled is required.
- The meetings of the Board of Directors can take place both electronically and by teleconference. To this end, the General Secretary or a third person appointed by the Board of Directors (an employee of the Federation or a service provider) assumes the duties of the person in charge of the teleconference. The person in charge of the teleconference must take all necessary steps for the smooth beginning and operation of the teleconference. The coordination of the teleconference shall be the responsibility of the Chairman. The Board of Directors may also take a decision without a meeting if all members consent in a written form in a specific and given document draft decision. Consent may also be given by e-mail.
ARTICLE 9 – POWERS OF MEMBERS OF THE BOARD OF DIRECTORS
- The President directs the regular and extraordinary meetings of the Board of Directors, represents the association in every Authority, unless for a specific case the Board of Directors or the General Assembly decides otherwise and generally takes care of the fulfillment of the objectives and the coordination of the action of the Federation. The President together with the Treasurer, signs the orders of full raw and collectible and handles the bank accounts. The President together with the Secretary-General takes care of the correspondence of the Federation. When the President is indisposed or absent, he is replaced by the Secretary-General and if the Secretary-General is also absent, he is replaced by the Treasurer.
- The General Secretary is the administrator of the Secretariat of the Federation, takes care of the correspondence of the Federation together with the President, keeps the minutes of the meetings of the Board of Directors, keeps the seal of the Association and seals the documents. He cooperates with the bodies of the Association and provides them with any required information. He keeps the minutes of the General Assembly, the Board of Directors, the Election Committee, as well as the reports of the Audit Committee. The General Secretary when absent or indisposed is replaced by one of the Advisors appointed by the Board of Directors.
- The Treasurer manages the finances of the Association. He collects the subscriptions of the members and any other income and makes the payments on the basis of payment orders, signed by the President and himself. He handles along with the President the account that the Association keeps in the Savings Bank. He makes available any information concerning the financial situation of the Federation to the Board of Directors, the Audit Committee and the General Assembly.
ARTICLE 10 – AUDIT COMMITTEE
The audit committee consists of three (3) full members and two (2) alternates, who are members of the members of the Federation and are proposed by them. It is elected by the General Assembly for a three-year term with the task of exercising cash and management control of the Board of Directors and submission of a relevant report to the next ordinary General Assembly or to an extraordinary General Assembly, if this is deemed necessary. The members of the audit committee may not stand as a candidate for the Board of Directors or for the election committee.
ARTICLE 11 – ELECTION COMMITTEE
The elections for the election of the Board of Directors and other bodies are held under the care of a three-member election committee, which is elected by a show of hands by the ordinary General Assembly and chaired by the president elected by its members. One (1) alternate member is also elected.
The members of the election committee, as well as the members of the audit committee, may not stand as candidates for the Board of Directors.
The election committee shall receive from the Board of Directors the electoral list, which shall include the cash-settled members. The election committee shall ensure that adequate ballot papers are issued, that the ballot box is appropriate and that any matter relating to the elections is issued.
The election committee officially announces the lists of candidates. Each full member entitled to participate in the General Assembly shall propose at least one candidate for the Board of Directors. The candidates must be members of the full members of the Federation, adults, must not be health professionals, must not hold public offices or merit in political parties or organizations. When the members of the Federation are more than five and there are more candidates than members based in the same country, such members shall agree to propose a joint candidate, otherwise they are not entitled to propose a candidate member for the Board of Directors.
On the day of the vote, which is secret, and before that, the election committee receives the ballot box, checks whether it is empty, seals it and then the President declares the ballot open to it. The vote lasts until everyone who wishes to vote performs this, namely even beyond the time limit set by the invitation if some member does not have the time to exercise their right to vote.
Candidates or their authorized representatives may also be present and attend the electoral process. After the end of the vote, the election committee proceeds to the selection of the ballot papers and announces the results. The sorting is done in front of those who wish to attend the procedure. Objections are submitted throughout the electoral process. The election committee convenes immediately and announces the election result. At the beginning, the ballot papers are counted. Then, the preference crosses received by each candidate are counted. Finally, the regular members and substitutes are declared, in the event of a tie a draw shall be drawn for the ranking.
ARTICLE 12 – BOOKS OF THE FEDERATION
The Federation is obliged to keep the following books: 1) A book of minutes of the General Assembly, 2) a book of minutes of the Board of Directors, 3) a book of income and expenses (cashier), 4) a Register of Members, 5) a book of correspondence of incoming and outgoing documents and 6) a block of receipts.
ARTICLE 13: GENERAL PROVISIONS
- The Federation is dissolved if its members stay less than two (2) or if the General Assembly so decides in the presence of at least half of the members and a majority of three quarters (3/4) of those present.
- The duties of liquidators in the event of the dissolution of the Federation are assumed by the members of the Audit Committee.
- If there are any assets in the Federation upon its dissolution, these will be granted, after liquidation, to a public body serving similar purposes to the Federation.
- The Federation may become a member of an overlying organization by decision of the General Assembly.
- The temporary administration of the Federation may register, by its decision, members of the Federation, Unions which request to become members of it by their application and which meet the requirements of this statute. Also, the temporary administration may submit applications for the accession of the federation to overlying organizations (confederations, etc.).
- The management year shall begin on 1 January and end on 31 December of each year. The budget, balance sheet and report are drawn up for each annual period of time.
ARTICLE 14 – FINAL PROVISION
The present statute, which contains fourteen (14) articles and was approved and signed by the representatives of the founding members as follows:
List of founding members of the Federation “AGORA – FEDERATION OF ALL ASSOCIATIONS FOR PATIENTS WITH RHEUMATIC AND MUSCULOSKELETAL DISEASES OF SOUTHERN EUROPE»
«ASSOCIATION OF RHEUMATISM PATIENTS OF CYPRUS»
«HELLENIC SOCIETY OF ANTIRHEUMATIC STRUGGLE»
For the Member of the Association of Rheumatism Patients of Cyprus (SY.RE.K)
Antroula Foka Charalampous
For the Member of the Hellenic Society of Antirheumatic Struggle (EL.E.AN.A)
Athanasia Pappa Katy Antonopoulou
HELLENIC REPUBLIC COURT OF FIRST INSTANCE DEPARTMENT OF COMPANIES AND ASSOCIATIONS
The present statute of the NON-PROFIT FEDERATION under the name “AGORA- FEDERATION OF PATIENTS’ ASSOCIATIONS WITH RHEUMATIC AND MUSCULOSKELETAL DISEASES OF SOUTHERN EUROPE” and with D.T. “AGORA” was submitted to us on 17-12-2021 and was registered in the books of the Court of First Instance of Athens with Registration Number A.M. 879 and with the Οrder no. 487/26-11-2021 at the Justice of the Peace of Athens.
The Secretary PATSI AGGELIKI