PART A: NAME, HEADQUARTERS, PURPOSE, MEDIA
ARTICLE 1: NAME
In 2003, the non-profit association, of a scientific nature, named “Hellenic Academy of Esthetic Dentistry” was founded in Thessaloniki. It was recognized by decision no. 32238/10-12-2003 of the Trial Court of Thessaloniki and registered on 22-01-2004 with registry number (AM) 7475. This was followed by the amendment of the statutes from 10-08-2006 with the no. 19349/01-01-2006 decision of the Single Member Trial Court of Thessaloniki.
ARTICLE 2: HEADQUARTERS
The registered office of the Association is Thessaloniki, with a contact address determined after the decision of the Board of Directors. It is possible to establish offices or branches of the Association in other cities of the Greek territory.
ARTICLE 3: PURPOSE
The purpose of the Association is to promote the study by any scientific means, the coordination of research and the dissemination of knowledge in the fields of Esthetic Dentistry.
ARTICLE 4: MEANS TO ACHIEVE THE PURPOSE
Means for achieving the purpose of the Association are:
a) the organization of local, pan-Hellenic and international symposia, conferences and lectures,
b) the publication of information brochures, magazines, monographs and books in printed or electronic form, or the support for their publication,
c) the cooperation with other scientific associations, with scientific institutions, with various institutions and with local and foreign natural persons, who are active in the field of Esthetic Dentistry.
PART B: MEMBERS OF THE ASSOCIATION
ARTICLE 5: Members
Members of the Association can be individuals who have reached the age of 18 and who are engaged in or interested in the field of Esthetic Dentistry. Members are divided into Active, Regular, Student and Honorary.
a) Active Members of the Association may be Greek or foreign scientists as long as they meet the conditions required by this statute to achieve the purpose of the Association and can actively contribute to the fulfillment of the Association’s goals through scientific or educational work. In order to obtain the status of an Active Member of the Association, the interested party is required to orally present a clinical or scientific or technical paper is educational in interest of at least 20 minutes, demonstrating the interested party’s interest and ability to promote Esthetic Dentistry. This process is not required if the prospective Active Member has been invited to present at the Academy’s annual conference, or has proof of attendance at a graduate dental program or related to Esthetic Dentistry, or proof of a published paper or oral presentation demonstrating the interested party’s interest and ability to promote cosmetic dentistry. All prospective Active members must submit an application to the Board of Directors (BoD), accompanied by a proposal from at least two Active Members. The application is subject to the decision of the Board of Directors. Active Members participate in the discussions of the General Assembly and have the right to elect and be elected.
b) Regular Members can be Greek or foreign dentists or dental technicians practising in the field of Esthetic Dentistry. In order to obtain the status of a Regular Member of the Association, the interested party is required to pay an annual membership fee. Regular Members do not participate in the discussions of the General Assembly, and do not have the right to elect and be elected
c) Student Members can be Greek or foreign undergraduate dental students or dental technician students. In order to obtain the status of a Student Member of the Association, the interested party is required to submit a certificate of attendance at a dental or dental technical school during the specific calendar year. Student Members do not participate in the discussions of the General Assembly, and do not have the right to elect and be elected.
d) Honorary Members are declared, following a decision by the Board of Directors with a majority of 50%+1, Greek or foreign scientists of high prestige, or other persons who, with their scientific work or actions have contributed significantly to the fulfillment of the objectives of the Association. Honorary Members can participate in the general meetings without the right to vote, they do not count towards the quorum. They do not have the right to be elected.
ARTICLE 6: FINANCIAL OBLIGATIONS OF THE MEMBERS
Active, Regular and Student Members pay an annual membership fee, the amount of which is determined by a decision of the Board of Directors. An Active Member who delays his subscription for more than 3 months is deprived of the right to attend the General Meetings, and regains this right after the fulfillment of their financial obligations. An Active, Regular or Student Member who delays his subscription to the Association for two years, is deleted from it after a decision from the Board of Directors. An active member who has been deleted for the above reason and later settles his financial obligations, is re-enrolled in the Association after a decision from the Board of Directors, and only once.Honorary members are exempt from any annual membership fee obligation.
ARTICLE 7: RIGHTS AND OBLIGATIONS OF MEMBERS
Only Active Members who are in good financial standing have the right to elect and be elected, as well as the right to participate in the discussions of the General Assemblies, where they receive the floor after being granted permission by the person directing the meeting. All Members of the Association are obliged:
1) To comply exactly with the Statute, the decisions of the General Assembly, as well as with the decisions of the Board of Directors.
2) Not to hinder in any way the promotion of the objectives of the Association.Members of the Association who violate their obligations are punished, Members by decision of the Board of Directors, and Members of the Board of Directors by decision of the General Assembly.
The imposed disciplinary penalties are:
1) Written reprimand
2) Notification of the reprimand to the Members of the Association
3) Temporary removal from the Association for up to 2 years
4) Permanent deletion from the Association, which is always decided by the General Assembly.
ARTICLE 8: WITHDRAWAL OF MEMBERS
Any member of the association may voluntarily withdraw from it after submitting a written request to the Board of Directors. The withdrawal must be submitted at least three months before the end of the accounting year and is valid until its end.
PART C: ASSOCIATION RESOURCES
ARTICLE 9: ASSOCIATION RESOURCES
The Association’s Resources are divided into ordinary and extraordinary.
a) Ordinary resources:
– The right to register and the annual membership fee.
– The income from the organization of conferences, seminars and workshops.
b) Extraordinary resources:
– All kinds of donations, contributions, inheritances, subsidies, grants and everything that generally comes from a charitable cause in favor of the Association.
– Any income derived from the management of the Association’s property.
– Revenue from third party electronic or paper listings.
– Any extra contribution that will be approved by the General Assembly following a proposal by the Board of Directors to address emergency financial needs.
PART D: BODIES OF THE ASSOCIATION
ARTICLE 10: BODIES
The bodies of the Association are the General Assembly (GA), the Board of Directors (BOD) and the Financial Audit Committee.
ARTICLE 11: GENERAL ASSEMBLY
The General Assembly is the highest administrative body of the Association. It is divided into Ordinary and Extraordinary. The Ordinary General Assembly meets once a year. An Extraordinary General Assembly is convened whenever the Board deems it necessary or if requested by at least 1/5 of the financially regular Active Members of the Association, for specific and written issues. In this case, the Extraordinary General Meeting convenes under the auspices of the Board of Directors in 30 days at the latest from the submission of the application. The General Assembly can be held live or online following a decision by the Board of Directors.
ARTICLE 12: QUORUM
a) The General Assembly has a quorum of at least 1/2 of the Active Members, who according to the statute have the right to vote.
b) If there is no quorum, a new General Assembly is convened. Its convergence takes place without a new invitation with as many Active Members as are present since the invitation for the first Assembly is valid, on which the date of closing of the adjourned assembly is mentioned.
ARTICLE 13: MAKING OF DECISIONS IN THE GA
a) The decisions of the General Assembly are taken by a majority of 50% plus one of the votes of those present and by a show of hands or electronically, but it is possible for an Active Member to absentee vote if he has submitted to the Board of Directors written authorization of power of attorney represented by another Active Member.
b) In the case of resignations, matters of confidence towards the Board of Directors, amendments to the statutes, disciplinary and personal matters, as well as for what the law stipulates, voting must be secret, observing the quorum and majority referred to in the statute.
ARTICLE 14: INVITATION TO GA – SUBMISSION OF CANDIDATES
a) Invitation to the Active Members of the Association to a Ordinary General Assembly is made at least fifteen days prior to its convening with special written invitations or at the discretion of the Board of Directors by publishing all or a summary of the invitation.
b) Invitation to the Active Members of the Association to an Extraordinary General Assembly is done at least ten days prior to its convening by any suitable means.
c) The invitation must clearly specify the place, day and time of the General Assembly and the topics to be discussed. Also, the place and day and time of the convocation as well as the topics of the new General Assembly if the appointed meeting is postponed due to lack of quorum.
d) Any discussion and decision on issues that were not mentioned in the invitation to the General Assembly are invalid.
e) Nominations for election to the Association’s bodies must be submitted to the Secretary no later than three full days prior to the day of the General Assembly. This deadline must be mentioned in the invitation to the General Assembly. The Board of Directors may extend the submission deadline until the start of voting if deemed necessary, in particular if not enough nominations have been submitted.
ARTICLE 15: MATTERS OF ORDINARY G.Α. – ELECTIONS OF BODIES
a) During the Ordinary General Assembly, the Board of Directors are accountable for what happened during the period that ended and submits the balance sheet and the report of the previous year’s use for approval.
b) Every second Ordinary General Assembly, the election of the members of the Association is also held. In particular, for the elections, the invitations of the Active Members are sent twenty (20) days prior to the date of their convocation.
c) The election of the bodies is done by secret ballot and ballots are used for this purpose which may also bear numbers referring to the names of the candidates according to a table validated by the Electoral Commission. For each body, up to as many crosses are marked on the paper ballot as there are elected active members of the body, excluding substitutes. The nominations are supervised by a three-member Electoral Committee, which is elected by the General Assembly itself before the nominations process.
d) The Board of Directors before voting, submits a list of Active Members to the Body, who have the right to elect and be elected in accordance with the statute. The Electoral Committee checks this list and then proceeds with the nominations based on the above list.
e) Active Members may submit objections within five days against the validity of the General Assembly to the President, and regarding the election of bodies to the Electoral Committee. The non-submission of an objection implies acceptance of the authority of the General Assembly and agreement with the procedures and decisions.
ARTICLE 16: SUBSTITUTE MEMBERS
a) Substitute members to the Board of Directors are considered the first three runners-up during the nominations at the General Assembly.
b) The substitute members are called, in the order of their election, by the body to fill the positions of its members, in the event that these positions become vacant or in the event that the members refrain from performing their duties, without a serious and proven reason, for more than five times during sessions which the body will meet, as well as in the case where the members are reduced.
c) In case of resignation of several Members of the body, so that there are not enough substitutes to complete it, an Extraordinary General Assembly is convened within one month to elect new substitute members of the body.
d) The existence of fewer substitute Members than those required for in paragraph a, does not hinder the legal formation of the body.
e) Alternate members may be allowed to participate in the meetings of the body as well as be assigned tasks within the body’s responsibilities.
ARTICLE 17: ADMINISTRATION OF THE ASSOCIATION
a) The Association is managed by a seven-member Board of Directors which has a two-year term. The General Assembly can be held before the exact date of completion of the two-year term. Members of the body who are elected during the two-year period have the same office term as the other members, even if they do not complete two years.
b) The Board of Directors consists of 7 members: Two members, Treasurer, Secretary, Vice-President, President and former President. Every 2 years there are elections for three new members. The post of Secretary is filled by the outgoing Treasurer, the post of Vice-President by the outgoing Secretary, the post of President by the outgoing Vice-President and the post of Past President by the outgoing President.
c) Ten (10) days after the elections, the Board of Directors are assembled into a body. The new President calls the newly elected Board of Directors under his Presidency, which elects the Treasurer from among the 3 newly elected members.
d) The Board of Directors meets at least every 6 months or whenever convened by the President or at least three of its members with a written request addressed to the Secretary.
ARTICLE 18: OPERATION OF BODIES
A quorum exists in every body of the Association when the number of present members is greater than or equal to the number of absent members. A quorum is not required at a convocation of bodies meeting after adjournment of a previous convocation due to lack of a quorum, no decision can ever be taken with less than two members present. The decisions of the Association’s bodies (except the General Assembly) are taken by a majority of the members present (in case of a tie, the president’s vote prevails). In the case of personal issues, decisions are made by secret ballot, without the participation of the person concerned. A proposal that receives a tie in a secret ballot is rejected and repeated at the next meeting. Any elected body can be recalled before the end of its term for a justified reason or omission or insufficiency by a fully justified decision of the General Assembly. In the General Assembly convened for this purpose, a quorum of 4/5 of the members and a majority of ¾ is required.
ARTICLE 19: THE BOARD OF DIRECTORS
The Board of Directors of the Association:
a) Decides on the work of the Association in general as well as on any expenditure, provided that this statute does not require prior approval of the General Assembly.
b) Directs the action of the Association within the framework of its goals.
c) Determines management costs, appoints and dismisses the union’s staff and determines its payroll.
d) Draws up the balance sheets and income statements and expenses and submits them together with a relevant report to the Audit Committee at the General Assembly.
e) Performs all tasks and obligations defined by the statute and the decisions of the General Assembly.
f) Submits to the General Assembly an account of the Association’s action.The Members of the Board of Directors cannot provide work to the Association for a fee or enter into contracts with it, which entail receiving a fee except for the purposes of providing continuing education. By decision of the Board of Directors the expenses of the Members of the Board of Directors or other Members of the Association can be paid for the provision of services in addition to those provided for, such as travel expenses to represent the Association, etc.
ARTICLE 20: PRESIDENT OF THE BOARD OF DIRECTORS
The President of the Board of Directors and, in case he is unavailable or absent, all other members of the Board of Directors:
a) Represents the Association judicially and extrajudicially.
b) Convenes meetings of the Board of Directors determining together with the General Secretary the agenda, and presides over the General Assembly and the meetings of the Board of Directors, which he interrupts or dissolves.
c) Signs with the Secretary the important documents and the minutes of the meetings of the Board of Directors and General Assembly, while with the Treasurer he signs the money orders and payment notes.
d) Supervises the management of the funds and controls the Treasurer and is jointly and severally liable for any negligence or omission in his duties.
e) Supervises and monitors the exact observance of the statutes and the execution of the decisions of the General Assembly and the Board of Directors.
ARTICLE 21: GENERAL SECRETARY
The General Secretary of the Board of Directors:
a) Handles the Association’s correspondence.
b) Maintains the books, documents as well as the seal of the Association and prepares all documents, which he signs together with the President.
c) By any means informs the Members and friends of the association about its actions and progress.
ARTICLE 22: TREASURER
1. The Treasurer of the Board of Directors:
a) Ensures the proper maintenance of the Association’s accounting books, the duplicate receipts, with which its income and the Members’ membership fees are collected, for the collection of debts to the Association and finally makes the payments always based on the money orders signed by the President and the General Secretary. These warrants must also state the date on which the payment was approved by the Board of Directors the payment. He can still make last minute payments with only the written order of the President, but also with the obligation to request the approval of the Board of Directors for the payment at its first meeting.
b) He is obliged to prepare and submit to the Board of Directors at the end of each fiscal year the balance sheet for study and approval. The same applies to the budget.
c) He is obliged to make the bank deposits, which will be designated by the Board of Directors, except for some amount for current needs that the Board of Directors will determine.
2. The Treasurer, absent or incapacitated, is replaced by a member of the Board of Directors appointed by the Board of Directors itself.
ARTICLE 23: COUNCILORS
The Councilors assist the presidency in carrying out its work. The Board of Directors in order to divide its tasks, may assign certain activities to the Councilors.
ARTICLE 24: FINANCIAL AUDIT COMMITTEE
The overseeing of the management for each fiscal year is entrusted to a three-member Audit Committee (Chairman and two members and/or an equal number of substitutes) elected by secret ballot by the Ordinary General Assembly during which the elections take place. This Committee checks the books of the Treasurer, as well as all the management of the period that ended, and prepares a relevant report. This report is submitted together with the report prepared by the Board of Directors balance sheet and report to the General Assembly.
ARTICLE 25: SCIENTIFIC MEETINGS
The Association, following a decision of the Board of Directors organizes scientific meetings during which lectures, speeches or announcements are made on topics related to the field of Esthetic Dentistry. During the scientific meetings, apart from the Members of the Association, other scientists who are not Members of the Association may attend, following individual invitations or through the press, which are sent in a reasonable time before the meeting. Members of the Association, who wish to make a scientific announcement, must submit the topic of their presentation to the Board of Directors promtly. After approval by the Board of Directors, non-members of the Association, both Greek and foreign scientists, can make a scientific announcement on issues related to the field of Esthetic Dentistry. The Board of Directors may invite distinguished Greek or foreign scientists to hold similar lectures, courses or speeches to inform the Members of the Association.
ARTICLE 26: PROCEEDINGS
Minutes from the meetings may be kept by the General Secretary digitally, in writing or in video and audio file formats through a video recording for the specific duration till end of the meeting.
PART E: TRANSITIONAL PROVISIONS
ARTICLE 27: AMENDMENT OF STATUTES
The Statute is revised by an Extraordinary General Assembly convened for this purpose with a quorum of 2/3 of the registered Active members. The decision is taken by a majority of 3/4 of those present. If a quorum is not reached, the meeting is repeated after 15 days and the required quorum is 1/2 of the members and the decision is taken with a majority of 3/4 of those present. If again the quorum is not reached, the review is aborted.
The revision is proposed in writing by the Board of Directors or 2/5 of the registered Active members. The proposal requires a reference to the provisions proposed for revision and their proposed new form.
ARTICLE 28: DISSOLUTION OF ASSOCIATION
The Association is dissolved
a) when the number of members becomes less than 10 (ten),
b) by decision of the Court of First Instance, if requested by its Management or 1/5 of its Active members, if the purpose of the Association has been abandoned or has becomes different from the one specified in article 3 of this statute,
c) by Extraordinary General Assembly decision with a quorum of 2/3 of the Active members and a majority of 3/4 of those present in any other case. The property of the union after its dissolution will go to non-governmental organizations of a public benefit nature.
ARTICLE 29: ASSOCIATION STAMP
The Association has a stamp, the type of which is decided by the Board of Directors.
ARTICLE 30: GENERAL PROVISIONS
Matters that are not provided for in the Statute are regulated as defined by the applicable laws and in particular the provisions on Associations of the Civil Code.
ARTICLE 31: FINAL ORDER
This Statute, which contains 31 articles, is valid from its publication by the Court of First Instance.
Thessaloniki, April 10, 2022