Articles of Association

The full Articles of Association of the Non-Profit Civil Partnership e Komvos – e Node: Networks of Global Hellenism.
This publication is made in the context of the ESG directive for full transparency in matters of corporate governance.

Preamble

At a time when the Greek State is entering the third century of its existence, it is confronted with serious economic, geostrategic, demographic, social, and cultural challenges, in an external environment characterized by rapid global upheavals. This is despite the fact that Greece possesses considerable potential: the brilliance of its Culture, the prestige of the Olympic Ideal and the timeless contribution of the Greek language to world Culture, an exceptionally extensive global diaspora, highly distinguished scientists in Greece and abroad, a very strong shipping sector, a particularly strategic geographical position with regard to international transport, significant potential for the development and utilization of renewable energy sources and reasonably presumed valuable hydrocarbon deposits, a thriving tourism sector, and an increasingly upgraded geostrategic role as a country of Southeastern Europe and the Eastern Mediterranean.

To the consequences of an economic and social crisis lasting more than a decade have been added the tragic and multifaceted effects of the pandemic, the climate crisis, which has long-term, in many cases irreversible and constantly increasing effects, an intensifying international energy disruption which may lead to a global economic crisis and to the disruption of major international supply chains, tectonic changes in the international balance of power, and the exacerbation of problems with Turkey. Addressing this explosive “mixture” makes it imperative to undertake new initiatives ensuring broad national concord and the mobilization of the entire potential of Hellenism.

These findings became the starting point for discussions and consultations with the participation of distinguished members of the Greek diaspora and eminent Greeks living in Greece who have excelled in their scientific and professional fields. Following the evaluation of a series of proposals, and until the financial and legal prerequisites for the creation of a Foundation are fulfilled, this intellectual search led to the decision to establish an Initiative Committee for the formation of a Non-Profit Civil Partnership within the meaning of Articles 741 et seq. of the Civil Code, under the name “Komvos: Networks of Global Hellenism”.

The Articles of Association that follow shall govern its organization and operation and shall define the conditions for the implementation of all related activities, which shall be carried out in accordance with the purposes of the Company (references in the masculine grammatical gender and masculine forms of nouns shall include all genders).

Today, on 30 December 2021, in Athens, the undersigned contracting parties, signing at the end of this text, Members of the above Initiative Committee,

agree and proceed to the establishment of a Non-Profit Civil Partnership under the name “e Komvos – e Node: Networks of Global Hellenism”, the Articles of Association of which are as follows:

Article 1

ESTABLISHMENT

A Non-Profit Civil Partnership is hereby established pursuant to Articles 741 et seq. of the Civil Code, operating as an independent body supported by its own administrative staff and secretariat, with a separate budget.
For the purposes of these Articles of Association, hereinafter: (a) “Company” means the Civil Partnership established hereby, and (b) “Articles”, unless otherwise expressly stated or specified, mean the articles of these Articles of Association.

Article 2

NAME – DISTINCTIVE TITLE – SEAL

The name of the Company is: “e Komvos – e Node: Networks of Global Hellenism Non-Profit Civil Partnership”, with the abbreviated distinctive title “e Komvos – e Node”.
For the Company’s transactions abroad, the above name and distinctive title may be used in faithful translation in any language. Otherwise, they shall be rendered in Latin characters, in the English language, as “e Komvos – e Node: Networks of Global Hellenism” and with the distinctive title “Komvos – Node”.
The Company’s seal bears, within a frame, the shape of a node and the words “KOMVOS NETWORKS OF GLOBAL HELLENISM”.

Article 3

REGISTERED SEAT

The registered seat of the Company is established in the Region of Attica.
By decision of the Board of Directors (BoD), the Company may transfer its offices to another address within the Regional Unit where it is based or even to a different Regional Unit. In addition, it may establish branches, offices or other forms of secondary establishment or facilities supporting its activities in other cities of Greece and abroad. The Company may, by the same procedure, transfer itself to another country of the European Economic Area without being dissolved, provided that such transfer is accepted and recognized by the legal order of that country. Decisions of the BoD are ratified by the immediately following General Assembly (GA) of the Partners.
The Company shall sue and be sued, in respect of all its disputes, in Greece and specifically before the Courts of Athens, including disputes where special jurisdiction is established under the Code of Civil Procedure, provided that this does not violate the mandatory provisions in force from time to time.

Article 4

DURATION

The duration of the Company is indefinite and begins from the proper publication of these Articles of Association or a summary thereof with the competent service of the General Commercial Registry (G.E.MI.), or from the fulfilment of any other publicity requirement applicable at the time of its establishment in accordance with the provisions in force.
The Company is established in order to achieve its purposes, as these are described in detail in the relevant Article of these Articles of Association, unless it is determined that such purposes have become unattainable. This fact shall be determined and decided exclusively by the GA of the Partners, by a majority of two-thirds (2/3) thereof.
The GA of the Partners may decide, by a majority of two-thirds (2/3), to convert the duration of the Company into a fixed term, if this is deemed necessary for the fulfilment of its purposes.

Article 5

PURPOSE

The Company, which has no political affiliations or dependencies, aims to strengthen ties of every kind among Greeks living and working abroad and in Greece, and to encourage and facilitate the involvement of both groups in issues pertaining to the broader scientific, technological, social, cultural and economic development of Greece and the upgrading of its regional and international role. Its more specific purposes are:

The raising of awareness and mobilization of forces of Hellenism at large, with the aim that they participate in and actively contribute to the development of Greece and Hellenism at large, by undertaking initiatives to promote actions in strategic sectors such as Democracy, the Rule of Law, the Economy, Education, Culture, Innovation, Health, Shipping, National Security, Climate Change, or others, upon proposal of the BoD and decision of the GA.

The encouragement and facilitation of the participation of distinguished Greeks of the Diaspora in the social, business, cultural and academic life and in the civil society of the country.

The development of strong synergies and the “osmosis” of ideas among academics, senior executives of businesses and organizations, scientists and entrepreneurs of the country, and corresponding distinguished members of the diaspora.

The encouragement of an interdisciplinary and holistic approach to the treatment of complex challenges of national or wider interest.

A more active Greek participation in addressing and shaping arrangements within global dialogue and in promoting international or regional cooperation for the treatment of contemporary challenges.

The creation of positive publicity for Greece at international level by presenting its contemporary achievements in the fields of culture, art, science, sport, business, etc.

The support of activities that promote the learning and broadening of the use of the Greek language by residents abroad.

The promotion in general of the Dialogue of Cultures as a means of consolidating Peace and Fundamental Human Rights.

The activation of forces in Greece and internationally for the promotion of sustainable development and environmental and social responsibility, the combating of every form of social exclusion and discrimination, the highlighting of contemporary sustainability issues, and the contribution to the creation of the appropriate institutional framework for the above (local, national, regional, international).

The promotion in general of every form and kind of Culture as a global public good (international public good), of the Dialogue of Cultures as a means of ensuring and protecting Sustainability in the broadest possible sense, and of safeguarding Peace and Fundamental Human Rights.

Article 6

MEANS OF IMPLEMENTING THE COMPANY’S PURPOSES

For the realization of the above purposes, the Company shall use the following means, listed indicatively and not restrictively, always in full compliance with the provisions in force from time to time:

The organization of regular meetings of the Partners, other Members, “Friends” of the Company, other groups of persons associated with the Company in accordance with Article 8 paragraphs 6 and 9, and selected invitees.

The creation of an electronic database of distinguished Greeks of the diaspora and its regular updating.

The organization of offices where the Company will be based, where its activities will be hosted, where its personnel, if any, will work, where Company working groups and collaborating structures or collectives will operate, and in general where activities within the Company’s purposes will be developed.

The creation of physical spaces for hosting, work, action and dialogue among various bodies and for the creation of a cluster. In the above spaces, should they be established, and always within the framework of the Company’s purposes, various persons, collectives or entities may be co-located, and new companies with related purposes may be established in the context of joint actions.

The staffing of the Company with appropriate scientific and administrative personnel and its equipment with the necessary technical means.

The organization of conferences and public events, online or in person, relevant to its mission.

The preparation and publication of studies and scholarly works on matters concerning the Company’s activities.

The undertaking of joint actions with domestic and foreign networks and organizations with related interests and goals.

The selective formation of ad hoc networks of experts for the preparation of preliminary studies for specific plans in sectors of strategic interest in which the Company has a comparative advantage and for which it can secure the necessary support, human and material.

The facilitation of networking among bodies, such as relevant University Departments of Greek higher education institutions or Greek research centres, with corresponding Universities or Centres abroad.

The search for funding for activities related to its mission and in particular the drafting and submission of funding proposals from international and European programmes.

The utilization of its technical and organizational infrastructure, as well as the experience and knowledge of its members.

Participation in domestic or foreign legal persons or entities pursuing similar purposes to those of the Company, or where such participation supports and facilitates the implementation of the Company’s purposes.

Article 7

ASSETS AND RESOURCES

The assets of the Company are formed by the contributions of the Partners upon its establishment, as well as by every lawful income subsequently acquired.
The initial contribution of each Partner is set at the amount of two hundred euros (€200.00) and corresponds to one (1) participation share in the Company. The participation share does not constitute a partnership unit, share capital, or percentage of participation.
The participation share is personal, non-transferable, non-inheritable, non-assignable and non-refundable, and confers no right over the assets of the Company nor any claim to financial benefit.
The Company’s resources derive in particular from:

– annual subscriptions of the Partners, the Corresponding Members and the Corporate Members,

– donations, sponsorships and grants,

– revenue from events, programmes and activities,

– any other lawful source serving its non-profit purpose.

The Company does not distribute profits or assets to the Partners, either during its operation or upon its dissolution, except where expressly provided by law.

Article 8

Partners, Corresponding Members, Honorary Members and Corporate Members (Member Companies)

The parties contracting and signing these Articles are deemed, throughout the duration of the Company, to be “Partners”.
The Company comprises Partners (including Founding Members), Corresponding Members, Honorary Members, and Corporate Members (Member Companies).
A Partner of the Company may be:
(a) Any natural person inspired by and sensitized to its principles and aspirations and wishing to contribute, through ideas and active participation, to their implementation, provided that such person has not been irrevocably convicted to deprivation of political rights, imprisonment for a felony, or imprisonment for serious offences, such as, indicatively, trafficking in child pornography or narcotics, rape, theft, embezzlement, fraud, piracy, breach of trust, fraudulent bankruptcy or forgery.
(b) Any legal person whose general activity is compatible with the Company’s purposes, subject to compliance with any restrictions imposed by law or by these Articles of Association.
(c) The total number of Partners may not exceed 108.

(a) Founding Members are automatically deemed Partners. The admission of new Partners is decided by the GA, following a recommendation by the BoD, after proposal by at least two Partners and an expression of interest addressed to the BoD of the Company. The criteria for admission of new Partners shall be specified in detail by the Operating Regulations. New Partners must expressly accept the Company’s purposes and be persons capable of offering their services and contributing to the realization of the Company’s purposes.
(b) The admission of new Partners takes place twice per year, in accordance with paragraph 4 of this Article, the first time being at the annual Ordinary GA. In the event that ten (10) or more positive recommendations for the admission of new Partners have been gathered after the Ordinary GA, an Extraordinary GA shall be convened for this purpose. The new Partner shall sign the amendment to these Articles of Association required for their admission to the Company and shall pay their contribution. Partners are obliged to pay a one-off contribution. The amount of the contribution, the annual subscription, as well as any other subscriptions, shall be determined upon proposal of the BoD and approval by the Ordinary GA of the previous year.
(c) Upon the admission of a new Partner, that Partner’s participation shall amount to one participation share (see Article 7.2 of these Articles of Association).

Corresponding Members are natural persons who satisfy the conditions to be Partners of the Company but, for some serious objective reason, are unable or do not wish to hold that status. They are designated by the BoD by an enhanced majority of two-thirds (2/3). This category also includes the Corresponding Members of Komvos existing up to the amendment of the Articles of Association on 28 February 2026. Corresponding Members participate in informal assemblies of Corresponding Members by decision of the BoD or upon request of at least five (5) Corresponding Members. No quorum is required for the informal assemblies of Corresponding Members.
Honorary Members are personalities who have offered moral or material assistance or other exceptional services for the advancement of the Company’s purposes. The status of Honorary Member requires the proposal of three (3) Partners and is conferred by the GA following proposal by the BoD. Members of the BoD, Partners or Honorary Members who have served for a number of years in the Company’s bodies, or have contributed especially to the achievement of its purposes, or have contributed decisively to its establishment, or have continuously offered services of the highest importance to the Company, may, following proposal of at least five (5) Partners and relevant decision of the BoD taken by a majority of two-thirds (2/3), be designated Honorary Presidents of the Company. The number of Honorary Members and Honorary Presidents of the Company may not exceed 10% of the Company’s Partners. Honorary Members and Honorary Presidents are not obliged to pay an annual subscription.
Corporate Members (Member Companies) are legal persons under private law that pay an annual subscription, are invited to events, and are informed of the Company’s activities. They are designated by the BoD by simple majority. The amount of the annual subscription is determined in an agreement between the Non-Profit Civil Partnership and the Member Company, following decision of the BoD.
Only Partners who are financially in good standing have the right to vote at General Assemblies and to be elected. Corresponding Members, Honorary Members and Corporate Members (Member Companies) may attend and express an opinion, without the right to vote or to be elected.
The Board of Directors may create new categories of natural or legal persons associated with Komvos, such as Friends of Komvos. The members of such categories shall not have more rights than Corresponding Members, Honorary Members or Corporate Members.

Article 9

Withdrawal of Partners, Corresponding Members, Honorary Members and Corporate Members (Member Companies)

Any Partner, Corresponding Member, Honorary Member or Corporate Member may withdraw at any time by written statement to the President of the BoD, which shall be mandatorily accepted, and they shall be immediately removed from the Company’s registries.
Any Partner, Corresponding Member, Honorary Member or Corporate Member withdrawing loses the status of Partner and their vote, which is deducted from the total number of votes, and waives any claim for refund, assignment or set-off of the initial contribution or subscription, as well as any other claim against the Company.
In the event that a Partner is placed under judicial support of any form, dies, is declared missing, is wound up, or, if a legal person, is declared bankrupt or placed in a similar situation, as well as in other analogous cases not expressly referred to herein, that Partner loses the status of Partner and their vote, and the vote is deducted from the total number of votes.
In all cases, the Company is not dissolved, but continues its work, provided that the remaining Partners are at least ten (10).
In the event of death or declaration of absence of a Partner, their successors do not inherit the participation share, nor do they acquire rights over the Company’s assets or management.
Each Partner waives the right to terminate the Company. Should a Partner nevertheless proceed to termination, it is agreed that such termination shall concern exclusively their own participation in the Company and shall entail their unilateral withdrawal therefrom. In such case, the Company shall not be dissolved, but shall continue to exist and to operate among the remaining Partners.

Article 10

Rights and Obligations of Partners, Corresponding Members, Honorary Members and Corporate Members (Member Companies)

The Partners of the Company, provided they duly fulfil their financial obligations, are equal among themselves and have the right to participate in the General Assemblies with one (1) vote, as well as the right to elect and be elected under the terms of these Articles of Association and the provisions in force from time to time.
Corresponding Members, Honorary Members and Corporate Members may actively participate in all procedures promoting the Company’s purposes and objectives, have the right to participate, speak and express criticism at the Company’s General Assemblies, and also have the right to request information from the BoD regarding the progress of the Company’s affairs and to submit written and oral proposals for the promotion and achievement of the Company’s purposes. The Partners may request and receive copies of the minutes of the GA and of the BoD meetings, as well as the Balance Sheet and the Profit and Loss Account.
The participation of a natural person as a Partner, Corresponding Member or Honorary Member does not confer commercial status upon that person, nor does it create insurance or tax obligations or rights merely by reason of such participation.
The Partners of the Company may not be employees thereof and may not have the rights and obligations arising from employment legislation, subject to the provisions of Article 19, paragraph 10 of these Articles.
The provision of services for the fulfilment of the Company’s purposes by its Partners who are not in an employment relationship with it shall take place pursuant to Articles 713 et seq. of the Civil Code, as applied to gratuitous mandate, subject to these Articles and provided that no other provision of law is violated.
Partners are obliged to participate regularly in the Company’s General Assemblies. In the event of a justified impediment, they may authorize another Partner accordingly. Unjustified absence of a Partner, without corresponding representation, from two consecutive General Assemblies gives the BoD the right to propose their deletion as Partner, which shall in all cases be decided by the General Assembly.
If a Partner declares that they wish to be reclassified, they may be transferred to the category of Corresponding Members.

Article 11

Suspension – Deletion of a Partner

A Partner shall be deleted following a decision of the GA in the event that:
(a) they commit a serious breach of their obligations arising from the law and these Articles of Association, the Code of Ethics and the Internal Regulations, and their conduct harms the Company’s interests. In this case, an enhanced majority of two-thirds (2/3) of those present is required.
(b) they are systematically absent from the ordinary and extraordinary Assemblies and the Company’s other activities. In this case, a simple majority of those present suffices and, in accordance with Article 10.6, deletion is proposed by the BoD and decided by the GA. Deletion, in the event of the Partner’s absence from the work of the GA for two consecutive meetings thereof, is notified by serving upon them an extract of the GA’s decision necessarily containing the grounds for deletion, and such decision is not subject to challenge.
The partnership contribution shall not be returned for any reason to a Partner who withdraws, is deleted, or is transferred, as provided herein.
In the event that a Member of the BoD, of the Audit Committee, of the International Advisory Committee, or another office-holder acquires a political office, the exercise of that office in the Company shall be automatically suspended for the entire period during which their political status lasts, as well as for six (6) months after the end of their term therein.

Article 12

DISTRIBUTION OF CAPITAL – PROFITS OF THE COMPANY

Being non-profit in nature, the Company has no obligation, nor is it permitted, to distribute profits or pay interest during its operation or upon its dissolution to its Partners.

The Company’s capital and revenues may under no circumstances be distributed to its Partners, but shall be allocated to the Company’s existing activities prior to its dissolution or during its liquidation.

Article 13

GOVERNING BODIES – METHOD OF ADMINISTRATION

The Company’s governing bodies are:

The General Assembly of the Partners
The Board of Directors
The Audit Committee
The General Manager, if and when appointed.

Article 14

GENERAL ASSEMBLY

The totality of the Partners constitutes the “General Assembly of the Partners” or “General Assembly” or “GA”. The General Assembly is the supreme body of the Company and has the authority to decide on every matter concerning the overall operation of the Company and the fulfilment of its statutory purposes.
The GA is attended by those Partners who are financially in good standing and for whom no other ground of exclusion exists.
The Ordinary GA shall always be convened by the BoD and shall meet at least once at the beginning of each financial year. The GA shall also be convened extraordinarily whenever this is provided for by these Articles of Association and also whenever requested by the BoD, its President, or at least one-third (1/3) of the Partners, by written request addressed to the President of the BoD.
The Partners shall be notified at least fourteen (14) days in advance of the date of the GA by individual invitations sent by the BoD of the Company via electronic mail (email) or by another appropriate means. The invitation shall specify the date, place or manner of the meeting, the time, and the items on the GA’s agenda.
The GA and the related voting may be conducted by technical means, such as teleconference or participation through a platform, or by another hybrid form, or by circulation.
The powers of the GA, which directs the planning and objectives of the Company and shapes the necessary strategies, include all matters not falling within the competence of another body under these Articles of Association, and in particular:
(a) the election of the Members of the BoD (Regular and Alternate) and of the Audit Committee;
(b) the extension of the term of the Members of the BoD and the Audit Committee, the revocation of their election with stated reasons, and the simultaneous election of new Partners;
(c) the ratification of the annual report of activities and the financial report of the BoD and its approval or rejection;
(d) the ratification of the Audit Committee’s report regarding the discharge of the Members of the BoD from all management liability of the Company or the attribution of any liability to them;
(e) the supervision of the proper operation of the Company’s bodies;
(f) the ratification or non-ratification of the recommendations of the BoD for the admission of new Partners to the Company and the ratification or non-ratification of the recommendations of the BoD for the deletion of Partners of the Company or their transfer from the category of Partners to Corresponding Members;
(g) the amendment of the provisions of the Articles of Association, the increase of the amount of contributions and subscriptions, the change of the Company’s registered seat, the dissolution or continuation of the Company, the liquidation, the appointment of liquidators, and the disposal of its assets;
(h) the approval of the Internal Operating Regulations and the Code of Ethics of the Company;
(i) the taking of a decision on any important issue where disagreement exists and which concerns the Company’s operation and purposes.
The GA, within the framework of its powers, may, on matters of strategic importance, request guidance from the Advisory Committee of Article 22 of these Articles.
General Assemblies may begin with an open session in which the Partners and selected invitees may attend. Thereafter, only the Partners who are financially in good standing shall meet in closed session for the taking of decisions falling within its powers.
Exceptionally, the first Ordinary GA shall take place within the first half of the year 2023.

Article 15

QUORUM
1. The GA is in lawful quorum and may decide on any matter when at least the majority (50%+1) of the Partners participate therein.
2. If there is no quorum on the initial date of the meeting, the GA shall reconvene seven (7) days later, without other invitation or further formality of publication, at the same place and/or in the same manner and at the same time, for all items of the original agenda. This reconvened GA shall be in quorum provided that at the opening of that meeting at least one-third (1/3) of the Partners are present, either in person, or through electronic means, or through authorization. If at the reconvened GA at least one-third (1/3) of the Partners are not present, the GA shall reconvene seven (7) days later, without other invitation or further publicity formalities, at the same place and/or in the same manner and at the same time, for all items of the original agenda, and a decision shall be taken by simple majority of those present at the second reconvened GA. At the second reconvened Assembly, the presence of one-third (1/3) of the Partners is also required for quorum.
3. In particular, for the taking of a decision concerning amendment of the provisions of the Articles of Association, the dissolution of the Company, liquidation, the appointment of liquidators, and the disposal of its assets, a quorum of two-thirds (2/3) of the Partners is required, whether in person, through electronic means, or by authorization. In the event of failure to achieve quorum, a reconvened GA shall be called again within seven (7) days, which shall be in quorum with the participation of at least the majority (50%+1) of the Partners. If at the reconvened GA at least one-third (1/3) of the Partners are not present, the GA shall reconvene seven (7) days later, without other invitation or further publicity formalities, at the same place and/or in the same manner and at the same time, for all items of the original agenda, and a decision shall be taken by simple majority of those present at the second reconvened GA. At the second reconvened Assembly, the presence of one-third (1/3) of the Partners is also required for quorum.
4. The Partners participating in General Assemblies, whether original or reconvened, from a distance by electronic means where this is feasible, or through authorization, shall be taken into account for the formation of quorum and majority and shall have the possibility:
  (a) to monitor or participate by electronic or audiovisual means in the conduct of the GA;
  (b) to take the floor and address the GA orally or in writing during the GA, while simultaneously being able by electronic means, such as through a platform, to vote in real time during the GA on the items of the agenda and to receive confirmation of the recording of their vote.
Article 16

PRESIDENT – SECRETARY OF THE GENERAL ASSEMBLY

At the beginning of the meeting, the President and Secretary of the General Assembly shall be elected by the Partners. Until the election of the President of the GA, their duties shall be exercised by the President of the BoD.

The President directs the proceedings of the GA and the Secretary keeps the minutes, which are signed by the President and the Secretary and to which the Partners have access.

Article 17

MATTERS FOR DISCUSSION

The GA shall discuss and decide on the matters included in the agenda, as proposed by the BoD and attached to the invitation of the GA.

The GA may also decide by majority to discuss additional matters not included in the agenda.

Article 18

TAKING OF DECISIONS
1. The decisions of the General Assemblies shall be taken by majority of the Partners who are financially in good standing and are present therein, whether in person or by electronic means or by authorization, unless an enhanced majority is required by the provisions in force or by the Articles of Association.
2. Decisions shall be taken in person, or by electronic vote, or in hybrid form combining both. Electronic voting may be carried out in any manner, by telephone, teleconference, platform, electronic mail, and also through a duly authorized representative.
3. For the taking of decisions concerning personal matters of the Partners, voting shall be secret, using appropriate electronic means ensuring secrecy where feasible, shall be conducted after the end of the discussion of the agenda items, and the GA shall decide on the manner of conducting it.
4. The Partners may participate in the GA either in person or by authorizing in writing another Partner to represent them, provided that they are financially in good standing. One Partner may represent only one other Partner. All Partners participate in the Assemblies and have one (1) vote, or two (2) if they also represent another Partner.
5. During the GA, Corresponding Members, Honorary Members, Corporate Members, and the Members of the International Advisory Committee may also request and be given the floor to express their opinion, without the right to vote.
Article 19

BOARD OF DIRECTORS
1. The administration of the Company is exercised by the Board of Directors, which handles all Company affairs.
2. The Board of Directors is composed of seven members. The seven (7) members of the BoD, as well as two (2) alternate members of the BoD, are elected by the GA and their term is three years; it is automatically extended until the first Ordinary GA after the expiry of their term, which may not exceed four years.
3. The members of the BoD composing it must necessarily be only Partners and have the right of re-election. Within eight (8) days from its election, the BoD shall meet upon the initiative of the member who received the highest number of votes and shall constitute itself as a body. By secret vote, the President, Vice-President, General Secretary and Treasurer shall be elected. The remaining members of the BoD may be assigned, by decision of the BoD, responsibilities in various sectors of activity depending on needs and their special knowledge, with the extent of such assignment being determined simultaneously.
4. All expenses incurred by the members of the BoD in relation to work undertaken or assigned to them in the context of the activities implemented by the Company shall be reimbursed.
5. The BoD shall meet regularly every quarter and extraordinarily whenever deemed necessary. The BoD shall be convened upon invitation by its President or by three (3) of its members. Invitations and the agenda shall be sent to the members of the BoD seventy-two (72) hours before the convening of the meeting, by electronic mail (email).
6. The BoD meets at the Company’s registered seat, or wherever else it is deemed appropriate, and/or by teleconference, and is in lawful quorum and may decide on any matter when one-half plus one of its members participate in the meeting.
7. The decisions of the BoD are validly taken by absolute majority of the members present. In the event of a tie, the President’s vote shall not prevail.
8. The BoD generally handles all Company affairs, which are listed indicatively and not restrictively as follows:
  (a) It decides on the convening of the GA of the Partners, Ordinary or Extraordinary, the items on the agenda, and the relevant recommendations to the GA in relation to those items.
  (b) It informs and makes recommendations to the GA on every matter related to the achievement of the Company’s purposes.
  (c) It supervises the management of the Company’s assets.
  (d) It decides on every matter related to the achievement of the Company’s purposes, except those that fall within the powers of the GA.
  (e) It proposes to the GA the amounts of the one-off contributions of the Partners and the annual subscriptions of the Corresponding Members of the Company.
  (f) It recommends the admission of new Partners and recommends the deletion of Partners in accordance with Article 10.6 of these Articles.
  (g) It proposes to the GA the granting or removal of the status of Honorary Members and Honorary Presidents.
  (h) It decides on every matter relating to the Company’s cooperation with competent bodies for the fulfilment of its statutory purposes, including the expression of interest in participation in and execution of programmes of funded actions related to the Company’s purposes.
  (i) It drafts the Internal Operating Regulations, which include the necessary procedures for the fulfilment of the Company’s statutory purposes, as well as the Code of Ethics.
  (j) It appoints and revokes, by reasoned decision, the members of the Advisory Committees and Working Groups associated with the operation of “Komvos”.
  (k) The details of revocation shall be specified by the Internal Operating Regulations. Indicatively, the following are mentioned:
  – inadequate performance of duties
  – violation of the Code of Ethics
  – involvement in activities creating a conflict of interest
  – self-serving exploitation of “Komvos”
  (l) Until the convening of the first Ordinary GA, the BoD may convene an Extraordinary GA on issues including the ratification of the selection of the first Honorary Presidents, the ratification of its recommendation for the admission of new Partners, and anything else arising that requires a decision of the GA.
9. Minutes shall be kept, also in electronic form, for the decisions taken, and shall be recorded in the relevant minutes book. The minutes shall be signed by the members of the BoD either by handwritten or electronic signature. Every member of the BoD shall have access to the minutes upon relevant request. A member of the BoD who dissented shall be entitled to request the recording of their dissent in the minutes book.
10. The President of the BoD manages the Company’s affairs, represents the Company vis-à-vis third parties, and may perform every act of management for the achievement of the Company’s purpose. It is stated indicatively that the President:
  (a) represents the Company vis-à-vis every third natural or legal person, under private or public law, domestic or foreign, vis-à-vis the Greek State or other public authorities, foreign states, vis-à-vis any domestic or foreign bank, and vis-à-vis every Court of every competence, jurisdiction and degree, civil, criminal, tax or administrative;
  (b) convenes and chairs the meetings of the Board of Directors;
  (c) convenes by decision of the BoD the ordinary and extraordinary GAs;
  (d) signs together with the General Secretary the outgoing documents of the Company which are of decisive importance to the Company;
  (e) signs together with the Treasurer all Company contracts of financial subject matter;
  (f) opens and closes, together with the Treasurer, bank accounts with financial institutions in Greece or abroad, as well as with electronic transaction applications, indicatively and not restrictively including PayPal and Stripe. Financial institutions include electronic banks, indicatively and not restrictively Revolut, Wise and Snappi;
  (g) proceeds to the issuance of debit and/or credit cards, the use of which shall be made in cooperation with the Treasurer (OTC);
  (h) signs together with the Treasurer all payment orders and orders for withdrawal of the Company’s funds, where required at banking institutions or through e-banking with access codes and under the responsibility of the President and/or the Treasurer as aforesaid, and generally operates together with the Treasurer the Company’s bank account(s);
  (i) issues, accepts and endorses together with the Treasurer bills of exchange, promissory notes and cheques;
  (j) binds the Company by signing under the Company name any public, private or other document creating rights and obligations for the Company; otherwise, the President shall be personally liable and not the Company.
11. The President may, by power of attorney or authorization bearing certification of the authenticity of their signature by a competent authority, delegate certain of their powers to the Vice-President, any Executive Councillors, the General Secretary, the Treasurer, and the General Manager when appointed. The President may also assign, without remuneration, the supervision and coordination of specific Company actions to members of the BoD and/or Partners of the Company. In the event that the person concerned is a member of the BoD and these duties require the allocation of a significant amount of time and for a long period, the title of Executive Councillor may be conferred upon them by the BoD. This capacity may not be assigned to more than one-third (1/3) of the members of the BoD. The BoD may, by way of exception to the above and taking into account Articles 10 paragraph 4 and 21 paragraph 3, decide on the payment of attendance expenses to the President, Vice-President and/or to one or more Executive Councillors. A corresponding exceptional arrangement may also be made by the BoD for ordinary Partners of the Company, for a specific period and project relating to an important action of Komvos, with the payment of compensation in the framework of a quasi fixed-term contract for services.
12. The President, when absent or prevented, shall be replaced in all their powers by the Vice-President of the BoD.
13. Every document of any nature concerning and/or originating from the Company must bear at least the handwritten or electronic signature of the President or of the Vice-President when replacing the President, and of the General Secretary, as well as the Company’s seal.
14. The General Secretary keeps the minutes of the meetings of the BoD, sends the invitations for the convening of the meetings of the BoD and the GA, is responsible for the handling of correspondence in cooperation with the President, with whom they co-sign all documents. In addition, the General Secretary keeps the Protocol, the Archive, the Registries of the Partners, the Corresponding Members, the Honorary Members and the Corporate Members, and in general all the Company’s books except the accounting and treasury books.
15. The Treasurer is responsible for the proper financial management of the Company, keeps the Company’s treasury and all books and records provided by law and by the Articles of Association. In particular:
  (a) collects every amount on behalf of the Company and issues special numbered and sealed duplicate receipts;
  (b) collects funds from any Public Treasury, Financial Service, Legal Person under Private or Public Law, from every Bank, cashes cheques, remittances and every kind of credit instrument, deposits Company funds in any Bank or Savings Institution and makes withdrawals, issues notes and cheques and accepts bills of exchange, transfers these by endorsement or assignment to any third party, opens credit facilities and current accounts with the approval and/or co-signature of the President of the BoD and in accordance with the decisions of the BoD;
  (c) pays and settles all the Company’s obligations on the basis of payment orders bearing the signature of the President and themselves or of their lawful replacements and issued by special or general decision of the BoD;
  (d) gathers the treasury supporting documents and updates the treasury book;
  (e) prepares and submits every quarter to the BoD a summary statement of the income and expenses of the quarter that has passed, the treasury balance, and a consolidated depiction of the financial situation of the Company;
  (f) is entitled to authorize other persons, Partners, employees of the Company or third parties, to perform specific acts or legal transactions only. Such authorization must be in writing and bear certification of the authenticity of their signature;
  (g) signs together with the President all Company contracts of financial subject matter.
16. Every Member of the BoD shall be deemed to have resigned if:
  (a) they are absent, without justification, from at least three (3) consecutive meetings of the BoD; and
  (b) they lose for any reason the status of Partner, in accordance with Article 11 of these Articles.
17. If a member of the BoD loses the status of Partner in accordance with Article 9, the vacancy shall be filled from the lists of runners-up in the order of their election. The term of the new Members of the BoD lasts for the remainder of the term of the rest of the BoD.
  
  Article 20
  
  AUDIT COMMITTEE
  1. The Audit Committee consists of three (3) Partners and one (1) Alternate, who are elected, together with the members of the BoD, by secret ballot by the GA.
  2. A President of the Audit Committee, who convenes it and chairs its meetings, is designated from among its members.
  3. Before the Ordinary GA, the Audit Committee takes cognizance of all data of the management of the audited financial year and prepares a report which it announces to the GA, recommending either the discharge or the non-discharge of the members of the BoD from all liability, or the imputation of any liabilities to them.
  Article 21 is abolished.
  
  Article 22
  
  INTERNATIONAL ADVISORY COMMITTEE
  1. The International Advisory Committee supports the Company’s bodies by providing advice or opinions on the work being carried out and on the Company’s future prospects.
  2. The International Advisory Committee consists of twelve (12) members, at least three of whom come from abroad. The members of the International Advisory Committee are selected by the BoD for a three-year term and such selection is ratified by the General Assembly. The term of the International Advisory Committee may, by decision of the BoD, be extended for one further three-year period. If the BoD deems it appropriate, it may appoint an Executive Secretariat of the above Committee. In the event of the departure of a member of the International Advisory Committee before the expiry of their term, a replacement shall be appointed by the BoD for the remainder of the term.
  3. The members of the International Advisory Committee are invited by the BoD to the annual General Assemblies of the Company as well as to every event thereof.
  4. Each year, and before the General Assembly of the Company, the BoD presents the work of the Company during the preceding year at a special meeting of the members of the International Advisory Committee and invites the responsible coordinators of important activities to contribute to the presentation. The International Advisory Committee may prepare a report to the GA with comments and ideas for the future course of the Company. The report is communicated to the Partners and is not binding.
  Article 23
  
  INTERNAL OPERATING REGULATIONS – CODE OF ETHICS
  
  The Internal Operating Regulations and the Code of Ethics are drafted by the BoD and cover matters that specify and facilitate the implementation of the goals and arrangements described in these Articles of Association.
  
  The Internal Operating Regulations and the Code of Ethics, as well as their amendments, are approved by the Ordinary GA by simple majority.
  
  Article 24
  
  FINANCIAL YEAR
  
  The Financial Year is of twelve months’ duration, begins on 1 January and ends on 31 December of each year. Exceptionally, the first financial year ends on 31 December 2022.
  
  Article 25
  
  BALANCE SHEET – PROFIT AND LOSS ACCOUNT – DISTRIBUTION OF PROFITS
  
  At the end of each financial year, the Financial Administrator prepares the inventory of all assets and liabilities thereof, with a detailed description of each of them. The first balance sheet shall be drawn up with the date 31 December 2022.
  
  Given the non-profit character of the Company, no distribution of profits or payment of interest on the amounts of the Partners’ contributions is permitted.
  
  Article 26
  
  BOOKS OF THE COMPANY
  
  The Company keeps the books provided for by tax legislation and in addition keeps:
  
  (a) A Book, including an electronic file, of the Registry of Regular Members, in which are recorded in chronological order the date of registration, full name, father’s name, residential address and the date of any deletion thereof.
  (b) A Book, including an electronic file, of the Registry of Honorary Members, in which are recorded in chronological order the date of registration, full name, father’s name, residential address, and the date of any deletion of the Honorary Members.
  (c) A Book, including an electronic file, of the minutes of the GA.
  (d) A Book, including an electronic file, of the Registry of Friends.
  (e) A Book, including an electronic file, of Corresponding Members.
  (f) A Book, including an electronic file, of Associated Members.
  (g) A Book, including an electronic file, of Members of the Advisory Committee.
  (h) A Book, including an electronic file, of other groups referred to in Article 8 paragraph 9 of these Articles.
  
  Article 27
  
  DISSOLUTION OF THE COMPANY
  1. The Company is dissolved:
    (a) By decision of the GA of the Partners, taken by an enhanced majority of two-thirds (2/3) of the Partners.
    (b) By the lapse of its duration, if that has been converted into a fixed term.
    (c) By a final decision of the competent Single-Member Court of First Instance, issued upon application of any person having a legal interest, if a violation of provisions of law concerning the establishment and operation of the Company is found.
    (d) Automatically, if its Partners are reduced to fewer than ten (10).
  2. The dissolution of the Company shall be registered with G.E.MI., or wherever else the relevant publicity is required.
  Article 28
  
  LIQUIDATION OF THE COMPANY
  
  The dissolution of the Company is followed by the stage of liquidation. Upon the dissolution of the Company and the commencement of the liquidation process, the authority of the Company’s governing bodies ceases, and the management and representation of the Company are exercised by the liquidators, who are appointed by decision of the GA. The liquidators represent the Company in and out of court and sign on its behalf by placing their signature under the Company name.
  
  During liquidation, the liquidators are obliged:
  (a) to carry out an inventory of the Company’s assets;
  (b) to keep the books of the Company provided for by law and the Articles of Association throughout the entire period of liquidation;
  (c) to complete promptly the outstanding affairs of the Company;
  (d) to collect all claims of the Company of every kind;
  (e) to pay every due claim;
  (f) to select the liquidation procedure appropriate in the circumstances.
  
  The fate of the Company’s assets and their disposal in the event of dissolution shall be determined by unanimous decision of the GA of the Company.
  
  Article 29
  
  ASSETS OF THE COMPANY
  
  The fate of the assets of the Company after completion of liquidation shall be decided by the Partners who have been appointed as liquidators and have accepted their appointment. The assets may not be distributed to the Partners, but may be donated or in any event transferred by gratuitous legal transaction to any other Foundation or non-profit Company or Entity with identical or similar purposes in Greece or abroad.
  
  Article 30
  
  COMPOSITION OF THE FIRST BOARD OF DIRECTORS
  
  The first Board of Directors, the duration of which shall be three years, commencing from the publication of these Articles of Association or a summary thereof with the competent service of the General Commercial Registry (G.E.MI.), shall constitute itself as a body after completion of the Company’s establishment and shall consist of the following 14 Members, of whom 11 shall be Regular and 3 Alternate:
  
  Nikiforos Diamantouros
  Konstantinos Drosatos
  Nikos Konstantaras
  Chryssa Kouveliotou
  Odysseas Kyriakopoulos
  Vassilios Ntziachristos
  Ioannis Papanikolaou
  Spyros Pappas
  George Provopoulos
  Vicky Pryce
  Christoforos Sardelis
  Michail Haliassos
  Angelos Chaniotis
  Georgios Chrousos
  
  Its constitution as a body shall be determined following internal consultation among the members of the body.
  
  Article 31
  
  COMPOSITION OF THE FIRST AUDIT COMMITTEE
  
  Charalampos Antoniou
  Alekos Kritikos
  Konstantinos Maniatopoulos
  Marily Fragkista
  
  Its constitution as a body shall be determined following internal consultation among the members of the body.
  
  Article 32
  
  INITIATIVE COMMITTEE
  
  The establishment of the Company is the result of the efforts of the Initiative Committee, which consists of one hundred and thirty-four (134) Members, whose names are listed in Appendix 1, which is attached to these Articles of Association and forms a single and inseparable part thereof.
  
  Article 33
  
  HONORARY PRESIDENTS
  
  Following the death of former President of the Republic Mr Karolos Papoulias, who was one of the three Honorary Presidents of the Initiative Committee who contributed substantially to the creation of the Company, the Honorary Presidents of the Company are designated as former President of the Republic Mr Prokopios Pavlopoulos and former Prime Minister Mr Loukas Papademos.
  
  Article 34
  
  RESOLUTION OF DISPUTES
  
  For the resolution of every dispute between the Partners arising from these Articles and any amendments thereto, as well as for every issue or term not provided for by the provisions of these Articles of Association, the provisions of the Civil Code shall apply and the courts of Athens shall have exclusive jurisdiction.
  
  Article 35
  
  REGULATION OF OTHER MATTERS
  
  For every matter not provided for by these Articles of Association, the provisions of the Civil Code, Articles 741 to 784, shall apply. Any amendment to any provision hereof requires a decision of the GA.
  
  Granting of authorization for the establishment:
  By these Articles, authorization is granted to the Athens lawyer Artemisia (Artemis) Tsilika, daughter of Grigorios, Athens Bar Association No. 13230, to perform every lawful act for the establishment of the Company, the issuance to it of a Tax Identification Number, and its publication with G.E.MI. Such authorizations may be granted to a third person whom she herself or Partner(s) / Regular Member(s) of the Company shall select and expressly authorize.
  
  In witness of the above, these Articles were drawn up in five (5) identical copies, which, after having been read and accepted in their entirety by the one hundred and eight (108) contracting parties herein, were signed by them, and the lawful publication procedure provided by law shall follow.
  
  TRANSITIONAL PROVISIONS
  
  Final transitional provision:
  “The above amendments shall be effective from their publication with the the Greek General Commercial Registry (G.E.MI.).
  
  Any other provision contrary to these shall be abolished.”
  
  See the founding members of Komvos and read their short bios in the relevant section.

Preamble

Article 1

Article 2

Article 3

Article 4

Article 5

Article 6

Article 7

Article 8

Article 9

Article 10

Article 11

Article 12

Article 13

Article 14

Article 15

Article 16

Article 17

Article 18

Article 19

Article 20

Article 22

Article 23

Article 24

Article 25

Article 26

Article 27

Article 28

Article 29

Article 30

Article 31

Article 32

Article 33

Article 34

Article 35

TRANSITIONAL PROVISIONS

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