SOCIETY FOR THE STUDY OF ANCIENT GREEK TECHNOLOGY ARTICLES OF ASSOCIATION APPROVAL OF THE ATHENS COURT OF THE FIRST INSTANCE No: 16.434/18.10.93 ARTICLES OF ASSOCIATION In Athens, on this day, the 29th April 1993, the undersigned agreed and acknowledged the Articles of Association of the Civic Company under the organization name “THE SOCIETY FOR THE STUDY OF ANCIENT GREEK TECHNOLOGY (EMAET)”, as well as the codification of the present Articles of Association. Chapter A NAME OF ORGANIZATION – REGISTERED OFFICE – OBJECTIVE – MEANS Article 1: NAME OF ORGANIZATION The name of the Association is the Greek Society for the Study of Ancient Greek Technology (EMAET) and has a round seal bearing the organization’s name in the Greek and English language (The Society for the Study of Ancient Greek Technology). Article 2: REGISTERED OFFICE The registered office of the Association is located in Athens and in particular in the Laboratory of Reinforced Concrete of the National Technical University of Athens (42, Patission St.) The Association, in order to better serve its objectives, can establish local branches (departments) in Greece or abroad. Article 3: OBJECTIVE The objective of the association is: a. to promote, develop and conduct scientific research on historical issues of Greek Technology from prehistoric times up to the 19th century. b. to contribute to the dissemination of relevant knowledge and its relative education, as well as to submit proposals regarding the protection of the relevant ancient technical objects. Article 4: MEANS For the optimum achievement of its objective, the association will be entitled to use every legal mean that is relative: a. The organization of co-ordinated researches, scientific symposiums, lectures, seminars, publications and scientific trips on matters regarding the purposes of the Association. b. The facilitation of the partners and of the collective members for the search of resources in order to carry out scientific researches, individual or collective ones, which promote the objective of the Association. Furthermore, the Association can grant assistance from its assets to its partners and/or other competent and pertinent persons in order to carry out individual or collective research relevant to the objectives of the Association. c. The announcement of competitions and awarding of prizes to studies or projects relevant to the objectives and the activities of the Association. d. Co-operation in the establishment and operation of Technology Museums or relevant departments of other Museums. e. Co-operation with other national or international scientific associations, organizations, committees or persons with relative interests. f. Acquisition or transfer of movable or immovable rights, rights in rem, rights in personam under the condition that the objective of the Association is promoted. g. Setting up of special Departments of the Association per particular sectors of interest. h. Setting up of a library relevant to the object of EMAET. i. Financing for the collection and/or the maintenance of models of mechanisms. Chapter B DURATION – ASSETS – MEMBERS Article 5: DURATION The duration of the Association is defined for a period of 20 years from the date of its establishment. Its operation can be prolonged upon a resolution of the General Assembly with a ¾ majority. Article 6: ASSETS 1. The Association’s assets are comprised of the contributions of the partners, the dues and the donations that are made towards it, as well as the income from the exploitation of its assets or its printed publications or from the management of the financed research programs. A member that retires is obliged to leave his or her contribution as a donation to the Association and in case of a partner’s demise, the heirs can obtain their share only after the Association is dissolved and the Association’s assets are liquidated. 2. The Association is a non-profit organization. Consequently, profit distribution of any kind to its partners is not allowed during its operation or its dissolution. During the dissolution of the Association, the transfer of its assets is determined upon a resolution of the General Assembly under the condition that they will devolve to a legal person that will pursue the same or a similar purpose with that of the Association. 3. The eventual net capitals of the Association, apart from the contributions of its partners-members, are never distributed to its members but instead are allocated for the promotion of the objective of the Association. 4. Every member of the Association, upon the acceptance of membership is obliged to contribute the sum of € 30,00. Consequently the initial corporate capital amounts to … Euros. 5. After the establishment of the Association, the members are obliged to pay annual dues that amount to € 15,00. 6. The collective members, as defined under article 8b, are obliged to pay to the Association annual dues that are tenfold of the dues defined in the present article paragraph 5 and are entitled to the following rights: a. They have a right to vote at the General Assembly of EMAET. b. They are entitled to participate in the scientific seminars and symposiums of EMAET gratuitously. c. They receive the EMAET’s releases and publications gratuitously. 7. The annual dues of paragraphs 5 and 6 can be modified after the proposal of the Administrative Board and resolution of the General Assembly. Article 7: SPONSORS Legal or natural persons that offer a gratuity for the purposes of the Association at least equal to the 50fold of the annual dues of the Collective Members (as this is amended each time, according to article 6 paragraph 7), are declared Sponsors of EMAET and acquire the same rights as the Collective Members. Article 8: PARTNERS – MEMBERS (amended on 09.03.95) Article 8 PARTNERS – MEMBERS Members of the Association are natural persons and collective members. For their admission into the Association the following are defined: a. NATURAL PERSONS Scientists or artists with a degree from Hellenic Universities equivalent to degrees from abroad, who have published at least one scientific publication relevant to EMAET’s interests. As an exception, a bachelor degree is not required in cases of persons who have an extensive background regarding the interests of the Association, such as publications or relevant events. Except for the above conditions, in order for a natural person to become a partner, a written recommendation from at least three (3) partners- members is required. b. COLLECTIVE MEMBERS Professional Associations of Scientists, University Learning Centres and University or Public Laboratories, Public Bodies or Local Authorities, commercial or industrial enterprises, technical offices in design or construction, Schools of Archaeology of abroad, etc., having interests and activities that at least partially coincide with the activities of EMAET (article 3) can be accepted as collective members of the Association. These members are entitled to the rights provided in article 6, paragraph 6, and are subject to the obligations mentioned within the same article and are represented in the General Assembly by the vote of a university graduate. Their admittance procedure is the same with that of the regular members. c. EMERITUS MEMBERS After the unanimous proposal of the Administrative Board and the positive vote of the General Assembly, the Association can proceed to the awarding of the title of EMAET’s Emeritus Member to eminent scientists who have presented a distinguished work on ancient Greek technology abroad. d. “FRIENDS of EMAET” i) Natural persons who show a particular interest in the objectives of EMAET can be elected as “Friends of the Association” after their relevant application subscribed by at least three Members-Partners. ii) Friends of EMAET are entitled to the same rights and obligations as the memberspartners, except for voting rights in the General Assembly. Chapter C BODIES OF EMAET Article 9: GENERAL ASSEMBLY The General Assembly is the supreme body of the Association. It is convened after a notice-invitation of the Administrative Board, which sets the place, the day and the time. The invitations are sent to the members ten (10) days beforehand and are published in the Newsletter of the Technical Chamber of Greece (TEE). The General Assembly shall have a quorum if half plus one of the members, who have settled their financial obligations, are present (including the proxies). If a quorum is not reached during the first General Assembly, a second one is convened with the same issues within eight (8) days, which validly deliberates regardless of the number of the members present. All the partners participate in the General Assembly in person or by authorizing another partner in writing. A partner can represent only one other partner. The resolutions of the General Assembly are always reached by the majority vote, which can be carried out either by the show of hands or with a nominal call of those present, upon the discretion of the General Assembly. Resolutions regarding matters of trust or personal issues, approval of a report rendering and elections of collective bodies are reached via secret vote. The General Assemblies are divided into ordinary and extraordinary ones. ORDINARY GENERAL ASSEMBLY The Ordinary General Meeting is held once a year within the last trimester of the year. During this meeting the balance sheet, the annual report and the report of the Auditing Committee for the previous year are submitted for approval and a decision is taken regarding the Annual Report submitted by the Administrative Board, as well as for the activities program for the following year. The General Assembly deliberates and decides upon every issue that is included in the agenda. Every issue that has been submitted in writing to the Administrative Board at least twenty (20) days before the convocation of the General Assembly and that has been signed by at least 1/10 of the members who have honoured their obligations, is included in the agenda and is discussed. The General Assembly elects the Administrative Board and the Auditing Committee every three (3) years. During the elections, the General Assembly elects a three member Returning Committee, which substitutes the Presiding Committee and takes the required measures for the conduction of the voting, which is a secret one. Before the voting, the Returning Committee calls the members to submit their candidature. EXTRAORDINARY GENERAL ASSEMBLY The Extraordinary General Assembly is convened upon the decision of the Administrative Board in the following cases: a. When the Administrative Board considers its convocation necessary. b. When 1/10 of the members, who have settled their obligations, submit a written request to the Administrative Board, listing the issues to be deliberated. c. When the Returning Committee submits a written request to the Administrative Board, listing the issues to be deliberated. In the above cases b. and c. the Administrative Board is obliged to convene the General Assembly within a maximum of forty five (45) days from the submission date of the request. A resolution regarding the dissolution of the Association, the amendment of the Articles of Association or the deregistering of a member is not valid unless it is taken with a majority of three fourths (¾) of those present in the specially convened General Assembly, which has a quorum of half plus one of members who have honoured their obligations. Article 10: ADMINISTRATIVE BOARD 1. The Association is governed by the Administrative Board. The Administrative Board is comprised of seven (7) full members and two (2) alternate members. In case of a tie in voting during the elections, the alternate members can be three (3). 2. The term of the Administrative Board is biennial. The Administrative Board is convened regularly four (4) times per year or extraordinarily upon the request of four (4) members or if the President deems it necessary. 3. After the elections the Administrative Board convenes in a body. The members vote on and define the offices, which are honorary and unsalaried and are the following: President Secretary Vice President Treasurer Consultants 4. The Administrative Board meets in a quorum once four (4) of its members are present. The alternative members participate in the Administrative Board without the right to vote. The absent full members are substituted by the alternate members in order of their rank. In case of a full member substitution, the alternate member has voting rights. The Administrative Board governs the Association responsibly on the basis of the Laws and of the Articles of Association. The Administrative Board prepares the activities of the General Assemblies, executes their decisions, manages the assets of the Association, draws up the annual report, the balance sheet of the previous financial year, as well as the budget of the following financial year and takes every necessary measure for the promotion of the objectives of the Association. The members of the Administrative Board are individually and jointly responsible for the achievement of the objectives of the Association, as well as the resolutions of the General Assemblies. Every disagreement must be recorded in the proceedings of the Administrative Board. In case a member of the Administrative Board withdraws (demise, resignation, etc) or in case of legal impediment for more than one semester and in case of unjustified abstention for three (3) consecutive ordinary sessions, when it is considered that the member has submitted his resignation, the alternative members are called upon by the Administrative Board in order of rank. 5. The President of the Administrative Board represents the Association before any Public, Administrative or Judicial Authority or against any third party and cosigns with the Treasurer any document of collection or payment. For an amount up to € 150, the President has the right to manage it directly himself by submitting the relevant voucher each time. This amount can vary each time after a decision of the General Assembly. The President convenes the Administrative Board, as well as the General Assembly and manages the activities of both. The Vice President of the Administrative Board substitutes for the President in case of any impediment. 6. The Secretary General conducts and countersigns the correspondence of the Association. He keeps the seal of the Association as well as the Records. He oversees the keeping of books and proceedings of the General Assemblies, as well as that of the Administrative Board meetings and of the Members’ Register. The Treasurer alternates for him in the completion of his duties. 7. The Treasurer sees to the collection of the resources of the Association, carries out the payments through vouchers signed by the President or his alternate –keeps the Cash Receipts-Payments journal as well as the Assets Register of the Association. He draws up the balance-sheet and in co-operation with the President of the Administrative Board draws up the budget and submits them to the Administrative Board and the Auditing Committee. He deposits the Fund of the Association in a Bank of Athens and is responsible for the assets of the Association. The President alternates for him in the completion of his duties. 8. The first Administrative Board has been appointed by the founding members as follows: Full members: Kakavogiannis Evagellos, Korres Manolis, Lazos Christos, Sakas Ioannis, Tanoulas Anastassios, Tassios Theodossios, Varoufakis Georgios. Alternate members: Palyvou Kleri, Touliatos Panagiotis. Article 11: AUDITING COMMITTEE The Auditing Committee is a three member committee. It is elected for a term of two (2) years. The member who receives the majority of votes is named as President. The Auditing Committee audits and supervises the financial management of the Administrative Board. The first Auditing Committee has been appointed by the founding members as follows: Maniatis Ioannis Tzahili Iris Tzamtzis Anastassios The Auditing Committee draws up an auditing report every year in November after the submission of the balance-sheet and submits it to the Administrative Board and the General Assembly for approval. It examines the books kept and the other vouchers of the Association whenever it is deemed as appropriate. It has the right to convene the General Assembly so that decisions are taken in case of administrative irregularities. The Administrative Board is obliged to call a General Meeting within forty-five (45) days from the application of the Auditing Committee. Chapter D LIQUIDATION – RETIREMENT OF A MEMBER – BY-LAW Article 12: LIQUIDATION When the duration of the Association terminates, the Association is under liquidation ipso jure. Furthermore, the tasks of the liquidator are undertaken by the Administrative Board unless the General Assembly has decided otherwise. Article 13: RETIREMENT OF A MEMBER In case of a member’s demise, retirement, exclusion or bankruptcy, the Association is not dissolved, but continues among the other partners. Article 14: BY-LAW The Association, in order to achieve the better co-ordination of its operation, is entitled to draw up a by-law with simple majority of the total number of its partners. Article 15 Everything that is not provided by the present Articles of Association is governed by the Civil Code. Article 16 The present Articles of Association, comprised of 15 Articles, was read, voted by article and as a whole by the General Assembly held on 29.04.93 and has been signed as stated below. It is put into effect upon its promulgation from the competent Court of the First Instance. EMAET’s FOUNDING MEMBERS Bakirtzis Haralambos Assistant Professor of Byzantine Archeology AUTH Banteka Eleni Associate Professor NTUA Bantekas Ioannis Professor NTUA Christopoulou Alexandra Archaeologist, Acropolis Faklaris Panagiotis Assistant Professor of Classical Archaeology Archaeology Department AUTH Hatzianastassiou Olga Archeologist Dr. Iatridis Manos Antiquities Curator UOA Dr. Kakavogiannis Evagellos Antiquities Curator UOA Kamilaki Ekaterini Assistance Professor UOTH Karakalos Haralambos Nuclear Physicist of Dimokritos Korres Manolis Architect, Acropolis Korres Theodore Byzantine History Associate Professor AUTH Koufopoulos Petros Architect Lazos Christos Writer Louvi Aspassia Alternate Director of the Cultural and Technological Foundation of the Hellenic Industrial Development Bank (ΠΤΙ-ΕΤΒΑ) Maniatis Georgios N.C.S.R. “DIMOKRITOS” Palyvou Kleri Dr. Architect Engineer Papadopoulos Stelios Archeologist Publisher of the magazine “Technology” ΠΤΙ-ΕΤΒΑ Papastamataki Artemis Chemist UOA Psoinos Dimitrios Polytechnic School Engineers Department Industrial Administration Sector Sakas Giannis Engineer Professor at Icarus School, HAF (Hellenic Air Force Academy) Simopoulos Sakis Astrophysicist, Planitario’s Director, Institute of Evgenidion Spyratou Memi TV Documentaries Stage Director Spyropoulos Theodore Archaeologist, Tripolis Museum Curator Tanoulas Anastassios Architect, Acropolis Tassios Theodossios Professor NTUA Tempelis I.D. Civil Engineer Theoharidou Kalliopi Architect Triantis Stelios Sculptor Tsaimou Constantina Lecturer NTUA Touliatos Panagiotis Assistant Professor NTUA Tsaravopoulos Aris Archaeologist 2nd Antiquities Conservancy of Attica Tzahili Iris Archeologist Tzalas Haris President of the Hellenic Institute for the Protection of Nautical Tradition Papadimitriou Georgios Professor NTUA Tzamtzis Tassos Commander of Greek Navy Hellenic Maritime Museum Varoufakis Georgios Assistant Professor UOA Vintzileou Elisabeth Assistant Professor NTUA CONTENTS Chapter A NAME OF ORGANIZATION – REGISTERED OFFICE – OBJECTIVE – MEANS Article 1: Name of Organization Article 2: Registered office Article 3: Objective Article 4: Means Chapter B DURATION – ASSETS – MEMBERS Article 5: Duration Article 6: Assets Article 7: Sponsors Article 8: Partners – Members a. Natural Persons b. Collective Members c. Honorary Members Chapter C BODIES OF EMAET Article 9: General Assembly Ordinary General Assembly Extraordinary General Assembly Article 10: Administrative Board Article 11: Auditing Committee Chapter D LIQUIDATION – RETIREMENT OF A MEMBER – BY-LAW Article 12: Liquidation Article 13: Retirement of a Member Article 14: By-law Article 15: Civil Code implementation Article 16: Last Article