The new, amended Certificate of Formation of the “Albert Cohen Corfu Association”

(according to the Court’s decision no 3/2018, as registered in the Associations’ Register of the Court of First Instance of Corfu, dated 16 th of March 2018, under the number 1272)

The Association previously named “The Friends of the Memoire Albert Cohen Foundation”, which was founded in Corfu in 2011 (number 1272/14.03.2011 in the Associations’ Register of the Court of First Instance of Corfu), is modifying its Certificate of Formation according to the decision taken during its members’ General Assembly that took place on the 14 th December 2017; hereafter the new Certificate of Formation [hereafter COF] is worded as follows:

Article 1. Name

The Association in named in English “Albert Cohen Corfu Association” and in French “Association Albert Cohen Corfou” (In Greek: Σύλλογος «Albert Cohen Κέρκυρα»).

Article 2. Home Office

The Association’s Home Office is in the town of Corfu, at n o 5, 1 st Ag. Spyridonos by-street, Post Code GR- 491 31.

Article 3. Purposes

The Association’s mission is:

3.1 To disseminate and promote the ideas, moral values and work of the Corfu born, universally known humanist, diplomat and author Albert Cohen.

3.2 To organize cultural events and other activities (e.g. publications etc.) which are related to historical events and personalities that are connected to Corfu but also to the international scene.

Article 4. Membership

4.1 The Association’s members are divided as follows: a) regular and b) honorary.

4.2 Any natural person over the age of 18 can become a regular member, following an application to the Association’s Managing Board, which makes a decision on the matter at its meeting following receipt of such application.

The new regular member pays upon acceptance the registration fee and henceforth the yearly membership fee, to be paid by semester installments. The yearly membership fee as well as the registration fee are fixed by decision of the Managing Board.

Regular members have the right to elect and be elected provided they have paid in full their fees to the Association.

Regular members have the obligation to actively participate in the Association’s activities and its General Assemblies.

4.3 Honorary members are chosen and named by decision of the Managing Board among Greek or foreign friends of the Association that have offered considerable services in the implementation of the Association’ s purposes and activities, by moral as well as practical means. Members of that category do not pay membership fees, have no right of vote and cannot be elected to the Associations’ statutory institutions, but have the right to participate in the General Assemblies.

4.4 The Associations’ members are required to act according to the COF and the spirit of its stipulations, to protect and promote the Association’s mission and interests, to obey the legally established decisions of the General Assembly and the Managing Board. Regular members must also cover on a timely basis their financial obligations.

4.5 Members’ resignation or expulsion:

4.5.a Members have the right to resign according to their own decision, by declaration addressed in writing to the Managing Board.

4.5.b Members that have not covered their financial obligations to the Association for a period exceeding two (2) years and have not responded to a previous written reminder, automatically cease to be included in the Association’s membership list, by decision of the Managing Board. Before the above decision is taken, the member in question is called to present a justification to the Managing Board within a deadline included in the reminder.

4.5.c Members can be expelled for serious reasons of opposition to the Association’s COF, mission and requirements, following a duly supported proposal by the Managing Board that is to be submitted to the immediately following General Assembly. Before such decision is taken, the member involved is called to present an explanation to the General Assembly within the deadline included in the notification.

4.5.d The member that has been expelled according to the above para. (4.5.c) has the right to bring the matter to Court, calling for a reversal of the decision.

4.5.e Members that have resigned or been expelled cease to be included in the Association’s membership list.

Article 5. Association’s statutory bodies.

The Association’s statutory bodies are as follows: a) the General Assembly (GA), b) the Managing Board (MB) and c) the Auditing Committee (AC).

Article 6. General Assembly

6.1 The members’ General Assembly is the Association’s ultimate, governing body.

6.2 The MB has the responsibility to call for an ordinary GA within the first two (2) months of every year of its tenure. An extraordinary GA is called whenever the MB considers it necessary or if it is demanded by written petition of the 1/5 th of the regular members having payed their dues. In the latter case, the MB is obliged to call for the extraordinary GA within a month from reception of the above petition. The invitation for participation to the ordinary or extraordinary GA, has to include the venue, the day and time as well as the items on the agenda and is addressed to all members in written form (by e-mail or regular mail) at least 15 days before the set date.

6.3 The GA is considered to have attained the required quorum by the presence (actual or by delegation of authority) of at least half the number of regular members who have payed their dues; it is presided by a member elected by the members present. If at the set date a quorum is not attained or if the Assembly is interrupted by force majeure, it is convened again, without the need for a new notification to the members, at the same place, the same date of the immediately following week and the same hour. In that case it is considered to have attained the necessary quorum independently of the number of members present that have payed their dues; its decisions on the items of the agenda are considered valid. In case the initial GA has been interrupted, the agenda is followed from the point of interruption.

6.4 The ordinary or extraordinary GA’s decisions are taken by absolute majority of the members present (in person or by delegation of authority) having the right to vote; voting is open, by raising of hands, except for the votes for elections, which are received by secret ballot.

6.5 In every GA, ordinary or extraordinary, regular members can be represented in case of impossibility to participate in person, by delegation of authority to one (1) regular member. Every such delegated member can represent only one (1) member. Every regular member present has one vote for itself and one for the member it represents. Representation is certified in writing to the Association by the member to be represented, the certification having to be received before the actual session of the GA.

6.6 Especially in cases of amendment of the COF or of dissolution of the Association, decisions are taken, following a proposal from the MB, by an extraordinary statutory or dissolving GA, requiring the mandatory presence of at least half (½) the number of regular members who have payed their dues to the Association and by a majority of the three quarters (3/4) of the members present. In case the above quorum is not attained, a new statutory or dissolving Assembly is convened at the same venue, the same day and hour of the week after the next, at which time the same quorum and majority are required.

6.7 At every ordinary GA the MB presents and submits for approval its proceedings, the report on its financial management for the past year of its tenure, accompanied by the related report of the Auditing Committee. The issue is raised regarding the absolution of the members of the MB from every responsibility for the managing period in question. The MB’s Program of activities and Budget for the next year are presented for approval and, every three years, elections are held for participation in the Association’s bodies.

6.8 Elections:

a) Any regular member wishing to be a candidate for election to the MB and the AC is required to give notice to the MB of his intention in writing at least 10 days before the date of the GA, unless he is already a member of the outgoing MB, in which case he can declare his candidacy at a meeting of the MB held at least 10 days before the election date. Such candidatures are included in the minutes of the MB.

b) In order to be eligible for election to the statutory bodies, regular members need to have completed a period of at least 12 months from the date of their registration in the Association’s members’ list and to have payed their dues.

c) The MB is qualified and is responsible for carrying out the secret ballots for the elections to the Association’s bodies according to the rules set in the COF and mandated by law, securing in every case the necessary fairness.

d) The lists of candidates bear the names of the respective candidates in alphabetic order. Voters can check up to seven (7) names for the MB and up to there (3) for the AC.

Article 7. Managing Board

7.1 The Managing Board is entitled to decide on every issue related to the day to day management of the Associations’ affairs, the management of its finances and property and, in general, by implementation of the Law, the COF and the GA’s decisions, to pursue in every legal and convenient way the progress and promotion of its purposes, with no limitations, except for issues which, by the Law or the COF, are unquestionably the responsibility of the GA.

7.2 The MB is constituted of seven (7) members, who are part of the Associations’ regular membership and are elected by secret ballot according to their success in the number of votes. Their tenure is of three (3) years. The three runner-up candidates after the seven (7) elected are called, in the order of the number of votes they have received, to eventually take the place of MB members that may have permanently vacated their position and for the period until the next election. In case of a tie, the order of precedence is decided by drawing lots.

7.3 At its first meeting, which must take place within a maximum of (7) days after its election, the MB, which is convened and presided by its member which has received the largest number of votes, is assembled in a body and elects, by open vote, the President, the vice-President, the Cashier, the Public Relations’ manager, the Events’ organizer and one simple member. The composition of the MB can be changed during the time of its tenure, as far as the above special designations are concerned, by a newer open decision.

The outgoing MB stays in charge until the day the new one is assembled in a body.

7.4 The MB meets regularly at least once every two months, following a written or e-mailed invitation to its members from the President, sent at least five (5) days previous to the meeting date, containing the day, time and place as well as the agenda.

The MB comes to session exceptionally whenever it is called by its President, following a written or e-mailed invitation to its members from the President, sent at least five (5) days previous to the meeting date or, if it is requested by written petition by at least four (4) of its seven members. In the latter case it is called to session by the President within a maximum of five (5) days after reception of the petition.

7.5 The quorum of the MB exists when at least five (5) of its members are present. Its decisions are taken by absolute majority among the members present but, in case of a tie, the position taken by the President prevails.

7.6 Members of the MB that are absent during three (3) consecutive councils and fail to justify adequately the reasons for their absence, are considered to have resigned. Such members, after having been called in writing, are replaced, by decision of the MB, by the runner-up members in the order of their success at the last elections.

7.7 In case the available number of MB members is not sufficient (even after replacements) to secure the mandatory quorum, the MB is obliged to call for an extraordinary GA whose sole objective is to elect a new MB.

7.8 The MB appoints by its decisions committees or working groups, consisting of members of the Association or third parties, for the promotion of the Association’s mission.

The Association’s members that take part in the above committees and working groups do not have the right to be compensated for their services. Third parties that are not members and participate in such committees can receive compensation following a duly supported decision from the MB, by which the amount of the compensation is set.

The MB will also have to justify eventual compensation for the decided maximum amount of expenses that members of the Association may have incurred from their participation in the committees or working groups.

7.9 The GA has the right to dismiss the members of the MB at any time, for a serious reason and particularly for a severe violation of its duties, or for ineptitude in the exercise of its management.

Article 8. Managing Board members’ jurisdiction

8.1 The President of the MB calls to session and conducts the Board’s meetings and signs the minutes together with the Secretary General, after they have been read and approved at the MB’s following meeting. Alternatively, the minutes can be sent to the Board’s members by e-mail, after which the agreement received by e-mail is valid.

The President, together with the Secretary General and, in case either of them is unable, their replacements by personal delegation of authority to another specifically chosen member of the Board, may represent legally the Association before every public entity or authority, judicial or other, as well as before any other legal or private entity. The President and the Secretary General can, by common agreement, delegate specifically to any other member of the Board the representation of the Association for a specific case.

8.2 The vice President of the MB replaces the President in every instance the latter is unavailable. If he happens to also be unavailable, he is replaced by a Board member designated by the MB.

8.3 The Secretary General coordinates the Association’s activities and actions as well as those of the designated special purpose committees and working groups. He takes care of the correspondence in general, keeps the Association’s archives and the minutes of the MB and the GA. He undersigns with the President and, in case of inability of the latter, with the vice President, the minutes of the MB’s meetings.

8.4 The Cashier keeps the official financial records and every item required by law and income tax regulations. He collects dues and donations, payments, bank deposits and withdrawals from the accounts at the bank or banks that have been chosen, following his proposal, by the MB and in general he represents the Association in its relations with Banks.

The MB decides on the amount that is allowed to be kept in cash besides the bank deposits, which amount cannot exceed the sum of one thousand Euros (1,000 €). For the Association’s transactions the Cashier can make use of the e-banking or any other future similar facility.

In case of the Cashier’s temporary absence, he is replaced by the MB with a specifically designated member of the Board.

8.5 The Public Relations manager is responsible for maintaining and enhancing the relations with any person or institution, in Greece or abroad, with which the Association is collaborating in order to achieve its purposes and carry out its activities. He keeps personal contact and corresponds directly with the afore-mentioned entities, either those already connected with the Association or those that will eventually be collaborating in future, signing, together with the President, especially in this case, all related correspondence. He also collaborates with the Secretary General, e.g. with proposals to address newsletters etc. to the Association’s members, friends and collaborators.

8.6 The Events’ coordinator coordinates the practical implementation of the events decided for and programmed by the MB.

Article 9. Auditing Committee

The Auditing Committee (AC), consisting of three regular members of the Association, is elected every three years during the GA that includes such election in its agenda. It is responsible for regularly auditing the Association Cashier’s accounts. It presents every year to the GA its report on the financial situation and management of finances by the MB. Its term of office is three years.

Article 10. The Association’s bodies’ term of office

The MB and the AC have a three-year term of office. If, however, it is decided that the effectiveness and the necessary conditions for a partial renewal of the MB’s consistence are better served by a different, e.g. a two-year term of office, or by changes in the number and the mode of election of its members, the MB may submit for approval by the GA the proposed changes.

The persons that form the Association’s bodies have no right to be compensated for their services as members of the MB and the AC. However, they can be reimbursed for their travelling and representation expenses when they are occupied with the Association’s matters following the MB’s decision.

Article 11. Resources and property

11.1 The resources available to the Association are:

a) the registration fees, for as long as they continue to be required and have not been abolished by decision of the MB.

b) The yearly membership fees for regular members, to be paid in six-monthly installments, and the voluntary donations by members of the Association.

c) Income from the disposition of the Association’s publications or other items that may be produced following a decision of the MB.

d) Income from the proceeds of the Association’s events.

e) Sponsorship from legal entities of the public or private sector and financial support from members and friends of the Association in Greece or abroad, to cover specific needs for its activities or in support of the Association’s statutory mission.

f) Inheritances, legacies, donations from private or public entities, which are to be accepted in every case as the law dictates. Specifically, in the case of inheritances, they can be accepted only following implementation of the benefit of inventory.

g) Proceeds from the Association’s eventual estate.

11.2 The Association can include in its property real estate that is offered to it, any other installation as well as any form of movable items or objects (furniture, machinery, appliances, etc. etc.) that come to its ownership.

11.3 The Association’s movable and real property cannot be given or used for purposes other than those specified in its COF, or for profit.

11.4 The income from publication and disposition of books, magazines and other printed material related to the Association’s activities is part of its resources and will be used to support its purposes.

11.5 Interest income from the Association’s bank accounts and eventual savings are part of its resources and are to be used for the implementation of its mission.

Article 12. Dissolution of the Association

The Association is dissolved by decision of its members’ GA that may convene for that purpose or by court order, or if the number of its members becomes fewer than fifteen (15). When the Association is dissolved, it comes under liquidation procedure and exists only for that purpose. The persons responsible for liquidation are named by the GA or by the Courts and consist of three regular members that decide by absolute majority, proceeding in the liquidation in accordance with the law and the COF. In case the Association’s dissolution is decided, its property can be transferred to an organization or to organizations with missions similar to its own or, in any case, proven to be of public interest and not for profit, according to decision of the same GA that has decided the dissolution.

Article 13. General provisions.

13.1 The Association can merge with other, first or second-degree associations or become member of a confederated organization of associations, provided this will be proposed and approved by the GA.

13.2 The Association has a seal showing, on its outer circumference, the Association’s official name “Albert Cohen Corfu Association” and, in the center, its logo or part of it.

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(translation from the official original in Greek by R.M-G. and L.J.C., May-June 2018)