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ARTICLE 1. ESTABLISHMENT, NAME AND STAMP
“DIAZOMA”, is founded as a non-profit Association, based on the voluntary work and contribution of its members, as well as on the cooperation of other citizens.
The corporate name of the Association is “ΔΙΑΖΩΜΑ” and in Latin “DIAZOMA”. The Associations emblem is defined by the implication of the objectives of the Association.
The stamp of the Association includes the title in Greek and Latin characters, as well as its emblem.
ARTICLE 2. THE HEADQUARTERS OF THE ASSOCIATION
The head office of the Association is in Athens (30 Bouboulinas Street, 10682 Athens). Management also legally meets and legally decides out of the main office. The Association may establish Branches, Offices and Technical, Educational, and Research units as well as other support units to disseminate or enhance its work, or designate its representatives in cities, towns or locations all over Greece or abroad in order to serve its purposes.
ARTICLE 3. OBJECTIVES
1. Contribution in the protection and promotion of the ancient sites of viewing and listening (theaters, conservatories, stadiums, amphitheaters) as well as the dissemination of the values of our cultural heritage, combined with the development and projection of contemporary cultural creation.
2. Awareness and support through a citizens network of all sectors related to the restoration, promotion and, where appropriate, the use of the ancient sites of viewing and listening of these important monuments of the ancient world, many of which still serve the purpose for which they were created.
3. To support the recording and documentation of the ancient sites of viewing and listening aiming at their exploitation as sources of knowledge for archaeological science and the evolution of the art of theater.
4. The presentation and promotion to the general public of the data concerning the research, protection and management of the ancient sites of viewing and listening with the aim of recognizing their value and as a setting of artistic expression and creation from antiquity to today, where antiquity and Modern civilization can coexist in a harmonious continuity of space and time.
5. Respecting the preservation of the authenticity of the ancient viewing and listening spaces by ensuring all their conditions of protection during their modern use.
ARTICLE 4. IMPLEMENTATION
In order to achieve the above objectives, the DIAZOMA Association strives for:
1. The formation of a citizens’ movement in order to restore, promote and exploit the ancient theaters and overall the ancient sites of viewing and listening together with the surrounding space which is an integral part of them.
2. Cooperation and unity in the activities of the responsible Ministries (Culture, Education, Tourism, Development, etc.), Universities, Local Authority, Non-Governmental Organizations, Private Enterprises, Independent Organizations, Foundations and Unions and individuals interested in archaeological, architectural, literary, historical, geographic, technological and artistic research and management of the ancient sites of viewing and listening.
3. Encourage and support Local Authorities to create an “Ancient Theater City Network”.
4. International cooperation between sectors and persons active in related fields.
5. The organization of events designated by the Archaeological Service for viewing and listening.
6. The organization of seminars, exhibitions and other events, the production of educational and other publications, in printed and digital form, aiming at sensitizing the citizens and supporting the work of the Association.
7. The exploitation of modern technological developments and the internet for the creation of digitized material that concern the ancient viewing and listening areas, and the management of this material. The above actions aim to preserve and rescue valuable architectural and other elements, to project and promote to the general public the ancient places of view and listening, to the briefing and support of scientists and researchers, as well as to the development of special applications that will enhance education and the attraction of visitors, such as three-dimensional virtual reconstructions of the ancient viewing and listening venues.
This digital inventory will be a constant “observatory” for the development of all programs related to the protection and promotion of the ancient sites of viewing and listening.
8. To assist in the financing of the necessary research, studies and actions for the restoration, promotion and use of ancient theaters and archaeological sites in general, with systematic search for resources, both in the public and private sectors, while at the same time sensitizing and attracting donors. The “DIAZOMA” Association will ensure that the funds offered by the donors will be entirely invested in the specific purpose for which they were granted.
9. To take initiatives in order to create or expand through appropriate legal forms, partnerships, conglomerates or other sectors that undertake the study, execution, monitoring and evaluation of projects or actions related to the objectives of the Association. In this way, it contributes to the development of synergies between the relevant State Agencies, the Public Sector, Local Government Organizations, Public or Private Legal Entities and Civil Society Organizations. The Association can actively participate in the above organizations and contribute to the realization of the projects and the actions with the know-how and the means which they have.
10. Encouraging Local Government to adopt the institution of the “cultural end” and to take actions that converge towards those of the “Ancient Theater City Network”.
11. The reference to the above means is indicative. The Board of Directors may define other forms of action for the implementation of the goals of the Association.
ARTICLE 5. COMMUNICATION OF THE ASSOCIATION
The communication of the Association with its members and third parties will be done, in addition to the usual means and through the internet, by regular updating of the Association’s website, through electronic communication with the citizens and electronic participation for opinions on major issues concerning the aims of the Association.
ARTICLE 6. RELATIONS WITH OTHER ORGANIZATIONS
The Association may cooperate or register as a member with other associations, federations and organizations, national or international organizations having the same or similar purposes.
The Association may create or contribute to the creation of other non-governmental organizations (non-profit organizations, unions, foundations, non-governmental organizations, etc.) as long as their founding and their participation serve the same objectives.
ARTICLE 7. INDEPENDENCE OF THE ASSOCIATION
The Association operates with administrative and financial autonomy and is governed only by the ordinance of its Articles of Association and of the existing Law.
ARTICLE 8. RESOURCES OF THE ASSOCIATION
The resources of the Association are:
– Having the right to subscribe, subscriptions or contributions.
– Revenues from the organization of events or public awareness actions, publications and distribution of printed materials, audiovisual material, etc.
– Grants from Greek or international institutional bodies.
– Donations, heritage, legacies, and any other collections within the law.
– The proceeds from the exploitation of its property.
– Sponsorships, in their well-known form, but also with the parallel development of people’s sponsorship.
ARTICLE 9. MEMBERS
The members of the Association are distinguished in regular, assisting, in honorary and benefitting.
A regular member can be any natural person over the age of 18, as long as they submit an application form with their signature and their personal information, i.e. name and surname, fathers name, place of birth, home address and a statement that:
They accept these articles of association, any internal regulations, and the legitimate decisions of the Board of Directors and of the General Assembly.
They do not fall under any of the impediments of Article 11 of these articles of association.
The status of a full member shall be obtained after the approval from the Board of Directors, no later than two months after the submission of the application.
Only regular members have the right to vote and to be elected, having fulfilled their financial obligations towards the Association.
Once the application has been approved, the new member pays the registration fee.
Regular members can be also become Public and Private Legal Entities and be represented by a natural person, designated by themselves. Private Legal Entities must submit a request with their exact name, address and VAT number.
The Founding Members of the Association are also considered as regular members.
Assisting members which are citizens who wish to contribute in every way in the implementation of the aims of the Association are approved of by the Board of Directors, upon request. For instance:
• By offering volunteer work.
• Providing financial support.
• By becoming active in public relations, etc.
Assisting members do not have the right to vote and be voted for, nor do they have the obligation to pay an annual subscription fee to the Association.
Citizens, who have contributed in an exceptional way to the promotion of the aims of the Association, are made honorary members, after the decision has been taken by the Board of Directors. Honorary Members may be, in addition to natural persons, Organizations, Non Profit Organizations, Associations and Committees, Public and Private Legal Entities, Local Government Officials, and Non-Governmental Organizations. Honorary members are exempt from the annual membership fee.
The Board of Directors of the Association can award the distinction of a “benefactor member” to natural and legal persons who have supported the Association in an exceptional way. This award can also be awarded to Organizations, Companies, Persons Associations and Committees, Private and public Legal Entities, Local Government officials and Non-Governmental Organizations.
ARTICLE 10. NUMBER OF MEMBERS
The number of members of the Association is unlimited.
The Association continues to exist if its regular members are not less than twenty (20).
ARTICLE 11. INCOMPATIBILITIES
A person who has been deprived of his political rights due to irrevocable criminal conviction and for the duration of deprivation, as well as anyone who has been irrevocably convicted of treason, murder, espionage, stealing, robbery, embezzlement, bankruptcy, bribing and bribery, rape, counterfeiting, forgery, cheating, fraud and extortion cannot register with the association . The irrevocable conviction of any member of the Association for any of the above offenses implies an automatic denial of membership.
Those belonging to any organization whose fundamental objectives and action are contrary to the objectives of the Association are not admitted as members and, if registered, are deleted by decision of the Board of Directors.
ARTICLE 12. RIGHTS AND OBLIGATIONS OF MEMBERS
All members of the Association have equal rights and obligations in accordance with the provisions of these articles of association.
Members are entitled to participate actively in the operation of the Association and to enjoy continuous information and participation in its decisions.
Regular members are required, in addition to their right to subscribe, to pay an annual subscription to the Association, the amount of which is determined each time by a decision of the Board of directors.
The Board of Directors may set higher amounts for subscriptions and annual subscriptions of Private and Public Legal Entities and lower for school children and students.
Failure in paying the membership fee for two years implies deletion of membership by decision of the Board of Directors. In this case, it is possible to re-register, after paying the outstanding subscriptions.
Regular members are also required:
– To participate in the General Assemblies of the Association,
– To contribute to the achievements of its objectives,
– To comply with the provisions of these Articles of Association, any internal regulations, as well as with the legal decisions of the Board of Directors and the General Assembly.
Members have the right to withdraw from the Association at any time after having informed the Board of Directors in writing and having paid the subscription for the current year.
ARTICLE 13. DISCIPLINARY PROSECUTION OF MEMBERS
By decision of the Board of Directors and certified by the General Assembly, the member of the Association shall be deleted if there is any activity which is contrary to the aims and principles of the Association, if they obstruct the execution of the decisions of the Association, if they hinder to the application of the provisions of these articles of association, if they do not meet their obligations towards the Association or if they fall under the provisions of Article 11 hereof.
The Board of Directors exercise disciplinary authority against members and imposes sentences of reprimand, indictment or deletion depending on the gravity of the offense. An appeal may be made before the General Assembly within one month of its notification to the member, which is discussed in the following General Assembly.
In any case, a disciplined member shall have the right to be heard and shall be required to make a written apology before disciplinary action is taken. The call for objection shall be made at least ten (10) days prior to the date of the disciplinary review.
In addition, the member is entitled to appear in person or with a lawyer before the disciplinary body at the appointed meeting, to make an oral plea and to file a statement and relevant documents.
ARTICLE 14. GENERAL ASSEMBLY
The General Assembly consists of the regular members of the Association who have fulfilled their financial obligations. The General Assembly is the supreme body of the Association and decides on any matter that is not within the responsibility of another body.
The General Assembly meets regularly once a year and in extraordinary situations with a justified decision of the Board of Directors or a written request of 1/5 of the members, which must be addressed to the Board of Directors and must mention the issues to be discussed. The Extraordinary General Assemblies are convened under the responsibility of the President of the Association within 45 days of the date of submission of the relevant application.
The invitation to the General Assembly is posted in the offices of the Association and sent by post or electronically or by fax to the members of the Association at least ten (10) days prior to the date of the convergence of the General Assembly. The invitation must include the place, date and time of the General Assembly, as well as the issues on the agenda.
The General Assembly is in quorum and holds a valid meeting when half plus one of its members are attending and have fulfilled their financial obligations. If there is no quorum, the General Assembly is called again within 8 days. In the case of a repetitive General Assembly, the invitation to the members of the association is posted in the offices of the Association five (5) days prior to the event and no individual invitation is required. The repeated General Assembly meets, regardless of the number of attending members.
For a decision to be made by the General Assembly, the majority of the members must be present, except for the cases where in the present document it is stated otherwise.
Representation of members in the General Assembly
The members of the Association who have fulfilled their financial obligations can participate in the General Assembly either in person or represented by a regular member. This representation requires a simple written authorization from the first member. Every regular member may represent only another regular member in the General Assembly.
Procedural functions of the General Assembly
At each General Assembly, the members elect, at the beginning of the meeting, a panel that consists of the President and the Secretary.
All decisions of the General Assembly are taken by open vote (by name or by hand) unless otherwise stated by the articles of association or personal issues or a matter of trust or reproach to the Board of Directors or for the election of the members of the Board of Directors or at the request of one third of the present members, in which case a ballot with ballot paper is held in a ballot box.
The items on the agenda of the Annual General Assembly include a review of action of the Board of Directors, as well as a financial review and the report of the Audit Committee. The General Assembly approves the Management’s review, the planning of operations and the following year’s budget.
It is the responsibility of the extraordinary General Assembly meeting to decide on the cessation of members of the Board of Directors. Especially for this case, a quorum of ½ of the full-time members who have financially fulfilled their obligations and a majority of ¾ of the members present is required.
In order to make a motion of censure towards the Board of Directors as a topic of the assembly, it should be signed by at least 1/10 of the regular members of the Association.
The elections are conducted by a three-member Election Committee, elected by the present members of the regular General Assembly. The Chairman of the Election Committee is elected by its members.
The Election Committee carries out all issues related to the elections, and, at the end of the voting sorts out the votes, proclaims the successors in their success order, as well as their substitutes, and prepares the minutes.
ARTICLE 15. BOARD OF DIRECTORS
The Association is run by the Board of Directors, which consists of seven (7) regular members. The Board of Directors consists of the President, the Vice-President, the Secretary General, the Treasurer and three (3) members. The tenure is for four years.
Members of the Board may be assigned special responsibilities following a decision by the Board of Directors.
Submission and registration of candidacy
The nominations for the election for the Board of Directors are submitted to the Chairman of the Board the latest five (5) days before the date of the General Assembly’s elections and are recorded in alphabetical order on a list from which each member of the Association chooses with a cross, the candidates of his preference. During the vote, each regular member of the Association has the right to put as many crosses as are the regular members that are on the Board of Directors. In the event of a tie, a draw is performed between the elected members.
Regular members of the Board of Directors
The tenure of the elected regular members of the Board of Directors is four years and starts on the date of their election.
Substitute members of the Board of Directors
In the event that a regular member resigns or leaves, they are replaced by the substitute member who had received the most votes in the elections, and in the event of a tie, a draw is made. The substitute member who replaces the regular member shall have all the rights and obligations of the member he has replaced.
Formation of the Board of Directors.
The elected members of the Board of Directors meet within ten days of their election, at the initiative and invitation of the counselor who obtained the majority of votes, and elect the President, the Vice-President, the Secretary General and the Treasurer.
Responsibilities of the Board of Directors
The Board of Directors, are responsible for deciding on any matter related to the administration, planning, implementation of purposes and management of the property of the Association, except for those cases which, by law or these articles of association, fall under the jurisdiction of the General Assembly.
The Board of Directors may decide to authorize a member or members of the Association to act individually or collectively in order to:
• take over, withdraw and distribute deposits of the Association in bank accounts, up to the amount determined by the decision of the Board of Directors.
• sign receipts and payment orders, pay and collect on behalf of the Association.
The Board of Directors mainly decides for:
• the acceptance or renouncement – after the inventory – of inheritances, bequests, donations, sponsorships,
• the exchange of assets,
• granting scholarships,
• participation in other organizations,
• the appointment, dismissal and payment of the employees of the Association,
• relationship of proxy, assigning studies, projects or purveyance worth more than five thousand (5,000) Euros,
• Establishment of Branches, Offices and Technicians, Teachers, Research Centers or other support units, while defining the context of their operation and activities,
• the assignment of a report on the financial management of the Association to Certified Accountants.
Meetings, quorums and decision-making by the Board of Directors.
The Board of Directors convene at least once a month and is in quorum when at least four of its members are present. The decisions of the Board of Directors are taken by the majority of the present members. In the event of a tie, the President’s vote prevails.
Meetings can also be held by teleconference. In this case, at least 4/7 of the members of the Council as well as the President or the Vice-President should be in the same place, and, in the event that the Secretary General is not present in the meeting or is absent, a member should keep the minutes,
With a justifiable decision, the Board of Directors may consider that a member who has been unjustifiably absent at three consecutive meetings has resigned and therefore may replace him in accordance with the provisions of these articles of association.
If the number of members of the Board of Directors is reduced to less than four (4) an extraordinary General Assembly is called to fill the vacancies. The term of office of the members of the Board of Directors that have been elected in this way expires after the end of the four-year period for which the Board of Directors have been elected.
The President represents the Association before any judicial, administrative, tax or other authority, before any third natural or legal entity, in all relations, legal transactions and events.
The President convenes the meetings of the Board of Directors, which he chairs. He convenes, by decision of the Board of Directors, the regular and extraordinary General Assemblies. He is generally responsible for the maintenance and application of the articles of association, the rules of procedure and the decisions of the General Assemblies and of the Board of Directors of the Association. The President takes initiatives and takes the appropriate measures to ensure the interests and the implementation of the objectives of the Association.
The president performs any other act not assigned to any other body of the Association.
The President and the Treasurer, when signing together, open, move and close any accounts of the Association in any Bank, in accordance with the provisions of this articles of association.
The Vice-President replaces the President when he is absent or prevented from performing his duties, to the extent of his rights and duties, and assumes any additional services assigned to him by the Board of Directors.
When the Vice President is absent or prevented from performing his duties, he is replaced by another member of the Board of Directors which is determined by a decision of the Board of Directors.
The Secretary General proposes to the Board of Directors, has the administrative supervision of the services of the Association and ensures the execution of the decisions of the Board of Directors and the General Assembly.
The Secretary General processes the correspondence of the Board of Directors of the Association, prepares the minutes of the Board of Directors and of the General Assemblies with the President, signs with the President each outgoing document, maintains the register of members and keeps the stamp of the Association.
The Secretary General, when absent or prevented from performing his duties is replaced by another member of the Board of Directors, appointed by a decision of the Board of Directors.
The Treasurer keeps the accounting records, receipts from the proceeds of subscriptions of members and the various revenues of the Association, and acts on all payments. He may delegate some of these responsibilities to other departments of the Association, always maintaining the responsibility for the sound financial management of the Association’s resources, in accordance with the provisions of these articles of association and the decisions of the Board of Directors.
The Treasurer is required to deposit in the bank account of the Association the money received, with the exception of an amount, which will be determined each time by the Board of Directors according to the operational needs.
The Treasurer is obliged to make available to the Board of Directors the accounting books and the fund of the Association whenever deemed necessary by the Board of Directors. The Treasurer ensures the regular collection of the subscriptions and keeps the Board of Directors informed of delayed subscriptions.
When the Treasurer is absent or prevented from performing his duties, he is replaced by another member of the Board of Directors, appointed by a decision of the Board of Directors.
For the finest and most successful goals of the Association, the Board of Directors can set up special committees from members, or non- members, of the Association, whose mission and framework of activity will be defined each time by a decision of the Board of Directors.
ARTICLE 16. AUDIT COMMITTEE
The Audit Committee is elected by the General Assembly during the elections and its term is four years and parallel to that of the Board of Directors. The Audit Committee is made up of three regular members. Its members cannot be members of the Board of Directors, neither have relatives up to the third degree on the board.
The Audit Committee is in quorum and can meet when two (2) members are present. The President of the Audit Committee is the one who has received the most votes, in the case of a tie; a draw is conducted between the equals.
The audit of the financial management is carried out annually by the Audit Committee and concerns the management period from 1st January to 31st December of the previous year. The Audit Committee reviews the books and records and submits the annual written reports to the Board of Directors.
ARTICLE 17. AMENDMENT OF THE ARTICLES OF ASSOCIATION
These articles of association may be amended by decision of the regular or extraordinary General Assembly of the Association. For the taking of this decision, the presence of one half of the regular members that have fulfilled their financial obligations to the Association and the majority of the 3/4 of the present members in the General Assembly, according to article 99 of the Civil Code.
ARTICLE 18. DISSOLUTION OF THE ASSOCIATION
The Association may be dissolved by decision of the General Assembly. In order for this decision to be made, the presence of ½ of the regular members who have fulfilled their financial obligations to the Association and the majority of the 3/4 of the members present in the General Assembly is required.
In the event of the dissolution of the Association, the last General Assembly decides on the disposal of its property to a non-profit organization, which serves purposes similar to those of the Association.
In addition to the terms of these articles of association, the applicable provisions under the Acts of the Civil Code, of the laws of Associations, and general Legal Entities are applied.
ARTICLE 19. DURATION OF THE ARTICLES OF ASSOCIATION
These articles of association, consisting of 19 articles, were approved today by the FOUNDATION Assembly which convened for this purpose, and was signed by the Founding Members and will be valid from its entry in the books of the Associations kept by the Athens First Instance Court.