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Articles of Association

ARTICLES OF ASSOCIATION OF THE CIVIL NOT-FOR-PROFIT ASSOCIATION BY THE NAME OF "INSTITUTE OF ENERGY FOR SOUTH EAST EUROPE" (IENE) AS AMENDED AND IN FORCE

ARTICLE 1

Incorporation – Name – Seat – Partners

(a) A civil not-for-profit association is hereby incorporated in accordance with the provisions of Articles 741 to 784 of the Hellenic Civil Code whose name transliterated from the Greek is INSTITUTO ENERGIAS NOTIA-ANTOLIKIS EVROPIS, and whose name is abbreviated in Greek as IENE.

(b) In its dealings with abroad, a faithful translation of the association’s name into English shall be used, namely INSTITUTE OF ENERGY FOR SOUTH EAST EUROPE or the abbreviation IENE.

(c) The association’s seat is Athens and its offices are located at 3 Alex. Soutsou St., Kolonaki, Athens GR-10671. The association may establish annexes anywhere in Greece or abroad, in collaboration with other similar associations, organisations or bodies, or on its own.

The Assembly of Partners may take a decision to change the location of the association’s seat without any amendment to these Articles of Association being required.

(d) The following persons are the association’s members: I. Despyris, E. Kardydogiannis, V. Kougionas, I. Kourkoulis, T. Lamnidis, E. K. Maniatopoulos, D. Beys, D. Xenos, S. Paleogiannis, A. Papadopoulos, D. Papakonstantinou, M. Patsoules, K. Stambolis, G. Syntzanakis, C. Tringa-Drouvalaki, N. Frydas, T. Fokianou, I. Hatzivasiliadis, P. Kapros, K. Nikolaou, A. Vrachnos, C. Dimas, K. Theofylaktos, E. Kakaras, S. P. Kasapis, A. Boussios, and K. Papamichalopoulos.

ARTICLE 2

Purpose

The main purpose of the Institute shall be to serve as a locus for analysing, synthesising and promoting energy-related issues to scientific and technological communities and social and economic players and statutory bodies free of commitments, in an objective and transparent manner which will be safeguarded by the academic and administrative prestige of members and the absolute transparency which will apply to all actions and publications of the Institute. The overriding goal is for the Institute to contribute to processes at national and regional levels relating to rational production and use of energy from all possible sources of energy, whether classical or renewable and new environmentally-friendly fuels, so as to achieve the fundamental objectives of energy policy, namely secure energy supplies, economic growth and competitiveness as well as environmental protection. The Institute aims to play a definitive role in providing information to, and shaping Greek and international public opinion on issues relating to energy, the environment and sustainable development.

In addition, the Institute seeks to transfer technology and know-how in the energy sector to developing countries and to organise training activities to achieve this in those countries, in Greece and other European countries.

The means for achieving these objectives are as follows:

I. Provision of Information – Promotion

  • The Institute shall provide services, information and updates about energy and environmental issues to the general public.
  • At regular intervals the Institute shall public printed materials, studies and books on energy and environmental issues and shall provide financial assistance to publications already in circulation.
  • The Institute shall promote suitable energy sources that use state-of-the-art and efficient technologies and in particular renewables and news fuels as the most compatible with Greece’s needs, which cause the least possible interference with and destruction of the environment.
  • The Institute shall create websites on the internet on issues relating to energy, the environment, renewable energy sources, recycling and the protection of nature, as well as sustainable energy systems.
  • The Institute shall organise exhibitions / fairs or participate in such relating to energy, energy systems, the environment, environmental protection, the management and protection of natural resources, meteorology and climate change and general exhibitions / fairs relating to technological equipment associated with the above.
  • The Institute shall organise info- and advertising campaigns on issues relating to energy, the environment, recycling and waste management.
  • The Institute shall produce radio and television shows or participate in such which are related to the Institute’s objectives.
  • The Institute shall organise conferences, one-day events, educational seminars, public discussions and shall also participate in such events in Greece and the wider SE Europe region on matters relating to energy, the environment and sustainable development.
  • The Institute shall disseminate the results of new technologies, the transfer know-how and implementation EU Directives.
  • The Institute shall collaborate and jointly promote objectives and/or projects with other bodies in Greece and abroad.
  • The Institute shall provide information about the current state of affairs and prospects in the energy sector in developing countries and vice versa.

II. Education

  • The Institute shall organise meetings at local, national, regional and international level and shall organise courses, seminars, workshops and task forces, exchange schemes and general training activities and programmes which seek to disseminate knowledge and experience relating to energy, environment and development issues.
  • The Institute shall establish a scholarship scheme for postgraduate studies on issues relating to energy, the environment and development, in Greece and abroad.
  • The Institute shall disseminate methods, tools and practices relating to environmental protection and the use of renewable energy sources and new sources of energy, clean technologies in all sectors and in particular:
    - heating, cooling and ventilation of buildings,
    - electricity production, transmission and distribution,
    - hydrocarbons, hydrogen, etc.
    - transport,
    - urban energy consumption,
    - waste management in relation to energy production and usage
    - clean technologies for producing electricity from conventional fuels
    - Improved hydrocarbon and hydrogen production
    - use of oil storage facilities to store fuels, hydrogen and/or carbon dioxide.
  • The Institute shall provide information to stakeholders and the general public about energy and environmental issues.

III. Research & Technological Development

  • The Institute shall draw up and prepare research and studies, or collaborate with third parties on such, relating to energy, environment and development issues which cover Greece, the SE Europe area and the international arena, with particular emphasis on developing countries.
  • The Institute shall organise, prepare and draw up market research reports, polls and conduct sampling on issues relating to energy management, fuel / materials usage and general environmental parameters and forms of behaviour.
  • The Institute shall provide financial assistance and support for programmes to study, build, implement and monitor model / pilot energy systems and to monitor environmental parameters and to protect the environment.
  • The Institute shall prepare and organise programmes to monitor and manage energy resources and to protect the environment.
  • The Institute shall participate in national, regional, European and international research and scientific programmes.
  • The Institute shall assume responsibility for research programmes and specialised studies and investment plans on behalf of third parties in the energy and environment sector.
  • The Institute shall prepare and implement research programmes and pilot energy projects in the renewable energy sources sector and using conventional energy technologies in developing countries.

IV. Documentation

The Institute shall set up and run a library (in hard copy and electronic format) and a documentation department relating to energy and environmental issues. The library shall be used by members of the Institute and postgraduate students. The library shall not be a lending library.

V. Conferences – Scientific Colloquia

The Institute shall participate in and organise conferences, seminars, lectures, study trips and research missions, public discussions, one-day events, exchanges and exhibitions in Greece and abroad.

VI. Collaboration with institutions of the European Union and other national and international organisations

The Institute shall be able to submit proposals to the European Commission, to participate in the management of Community programmes, resources, funds and initiative, and may collaborate with the European Parliament, the Council of the Regions or any other institution or national or international organisation. Moreover, the Institute shall be able to collaborate with other Institutes and organisations, academies and national or international bodies in order to take part in joint programmes, whether for research or otherwise, and to participate in promotional measures and other related measures.

VII. Establishment of scientific labs and research centres

The Institute shall establish laboratories, research centres, metering stations, field offices and field centres in Greece and abroad relating to energy and environmental protection.

VIII. Establishment of a scientific council

The Institute shall establish a scientific council which shall consist of figures of recognised repute in the fields of energy and environmental protection, whether they are partners of the association or not, and that council shall serve as the association’s advisory and consultative body. The chairman, vice chairman and members of the scientific council shall be appointed by the Meeting of Partners.

ARTICLE 3

Effective term

The association’s effective term is 20 years commencing from the date of publication of the association’s Articles of Association in the Companies Register held by the Athens Court of First Instance. The association’s effective term shall be deemed to have been renewed indefinitely if after the elapse of that time the association has not been wound up but it tacitly continues its activities, even without an express extension in its effective term.

ARTICLE 4

Initial capital – Assets – Revenues

The association’s assets are contributions from partners, regular or extraordinary contributions from persons associated in any manner with the association, all manner of donations or grants, whether once off or annual, all manner of extraordinary revenues or fees from the preparation of studies, printed materials or for work, organising conferences and related events, producing television shows, etc., irrespective of the source, and in general all proprietary rights and obligations which the association acquires during its operations and activities in the context of discharging its obligations and promoting its objectives.

All manner of revenues shall be used to implement the programmes, objectives and aims of the association.

The association’s capital is € 28,000, a sum considered necessary to meet the association’s needs. That amount was paid into the association’s treasury, in equal parts of € 1,000 by each partner.

The association’s capital shall only be used to achieve its objectives. As a legal entity which operates on a not-for-profit basis, the association shall only be liable to the extent of its assets for liabilities which are generated and for all manner of debts. The partners shall not be liable for the debts or other liabilities of the association in contract or of other types to third parties beyond their contribution specified above. Moreover, the association‘s assets do not form a guarantee which may be used to satisfy the individual creditors of the partners.

ARTICLE 5

Partners

  1. The Association shall consist of the partners listed above. New partners may join the association and participate in its capital with the consent of 2/3 of the Partners.
  2. In order for a new partner to join the association, that person must be nominated by at least two partners.
  3. Each partner shall be entitled to freely withdraw from the association after submitting a statement in writing to that effect to the association, in which case the association shall continue to exist as between the other partners. The outgoing partner shall have no obligation to the association or shall the association have any obligation to him. In the event of death, judicial interdiction, removal or withdrawal of a partner, the association shall continue to exist as between the other partners.

ARTICLE 6

Members of the association

The Institute may accept any person proven to be involved in scientific or professional terms with energy and environmental issues as a member. In order to register a member a written application must be submitted to the Assembly of Partners and it must be seconded by two partners, or by one partner and one member of the Scientific Council. The Assembly of Partners reserves the right to refuse to register a member without providing justifications for its decision. Members shall be provided with information (in hard copy and electronic format), shall participate in the Institute’s events under preferential terms and shall use the Institute’s infrastructure. To that end each member shall pay an annual contribution which shall be set by the General Meeting. Members may not under any circumstances be characterised as partners.

ARTICLE 7

Assembly of Partners

  1. The Association’s supreme body is the Assembly of Partners which is entitled to decide on all affairs of the association, and in particular shall lay down the general guidelines and strategic focus of the association.
  2. The Assembly of Partners shall be called by the Executive Committee at regular intervals, twice a year within the first quarter of the year and within the third quarter of the year. The invitation calling the Assembly of Partners shall be sent to partners at least 10 days before the meeting and shall set out the place and time of the meeting and the items on the agenda. The invitation may be sent by email. The meeting shall have a quorum if half plus one of the partners are present at the meeting. A partner may be represented by another partner at the meeting if written authorisation for that is given. Where there is no quorum, a repeat meeting shall be called to meet within 10 days maximum at which meeting there shall be a quorum irrespective of the number of members present.
  3. The Assembly of Partners shall elect a chairman, vice chairman and members of the Executive Committee to serve for a 2-year term in office and shall appoint the General Manager by a 2/3 majority of the partners present and lawfully represented.
  4. The Assembly of Partners may also meet at extraordinary meetings at any time following an invitation sent by the Executive Committee, and following a reasoned request made by at least 1/3 of the partners. Such request shall be sent to the Executive Committee which shall be obliged to convene the Assembly of Partners no later than 15 days from the date on which the request was received. If that deadline elapses, the partners who requested that the meeting be convened may convene it themselves, by sending an invitation to the other partners setting out the place and time of the meeting and the items on the agenda, notified in the manner specified above.
  5. The Assembly of Partners is the only body competent to decide on amendments to the Articles of Association (in accordance with Article 12), increases in the capital, the winding up of the association, approval of the annual financial statements (balance sheet, etc.), the appointment and removal of members of the Executive Committee, the release of members of the Executive Committee from liability for management of the association’s affairs, and all other matters which are not related to current management.
  6. Decisions of the Assembly shall be taken by a majority of more than 50% of the partners present and lawfully represented, apart from those cases which are expressly specified in these Articles of Association.
  7. Minutes shall be kept of each ordinary and extraordinary Assembly of Partners which shall be signed by all partners present. Copies of the minutes to be used for all lawful purpose shall be issued by the Chairman of the Executive Committee.

ARTICLE 8

Representation – Management

  1. The Association shall be run by a Executive Committee comprised of between 5 and 7 members who are partners of the association, elected by the Assembly of Partners in accordance with Article 7(3).
  2. The Association’s Executive Committee shall meet at regular intervals at the association’s seat following an invitation from its Chairman sent at least 2 days before the meeting, which shall set out the items on the agenda. The invitation may be sent by email. The Executive Committee shall have a quorum when half plus one of all its members are present and it shall decide by absolute majority of the members present. A member of the Executive Committee may be represented by another member where written authorisation to that effect is given. Under no circumstances may one member of the Executive Committee represent more than one other member.
  3. The Executive Committee shall be responsible for implementing decisions of the Assembly of Partners, running the association and managing all its affairs, representing the association in its dealings with all third parties, whether natural persons or legal entities governed by public or private law, and all manner of public, judicial, administrative, banking, taxation, municipal authorities in both Greece and abroad, and managing the association’s assets and shall lawfully decide on all issues falling within the association’s objectives. The Association shall be bound in all its dealings and transactions with third parties by the Chairman of the Executive Committee and the General Manager jointly or individually placing their signature before the association’s name. A member or members of the Executive Committee may be authorised by a decision of that board to engage in a specific act or acts of representation or management in the association’s name and on its behalf.
  4. Where a partner who is a member of the Executive Committee resigns, passes away or becomes incapacitated, the Assembly of Partners shall convene within 10 days of such resignation, death or incapacity following an invitation from the Executive Committee, sent at least 2 days before the meeting, and shall decide to supplement the line-up of the Executive Committee by electing a replacement by absolute majority from among the other partners of the association to serve the remaining term in office of the person being replaced. Where the Executive Committee does not convene the Assembly of Partners in this manner, it may be convened in accordance with Article 7(3) hereof by at least 1/3 of the partners. Until the number of members is supplemented in accordance with the above, the Executive Committee shall be lawfully met provided that there are at least 4 remaining members.
  5. Minutes shall be kept at each meeting of the Executive Committee, which shall be approved and signed by all members of the Board present. Minutes shall be available at all times to all partners. The General Secretary of the Executive Committee shall be responsible for keeping the minutes. The Chairman of the Executive Committee shall be responsible for issuing accurate copies and extracts from the minutes.
  6. The Executive Committee shall report to the Assembly of Partners on the management of the association’s affairs and shall undertake to implement the Assembly of Partners' decisions.
  7. In accordance with the decision of the Extraordinary General Meeting of Partners dated June 10, 2013 the Executive Committee consists of the following partners serving a 2-year term in office:

    1. Ioannis Hatzivasiliadis, Chairman
    2. Konstantinos Stambolis, Vice Chairman
    3. Gus Papamichalopoulos, Secretary General
    4. Alexandros Vrachnos, Member
    5. Thomas Lamnidis, Member
    6. Konstantinos Theofilaktos, Member
    7. Dionisios Xenos, Member

ARTICLE 9

Executive Director

  1. The Institute’s Executive Director shall serve for a term of 2 years and shall be responsible for the management and administration of the association’s finances on a day-to-day basis. The Executive Director may also be a member of the Executive Committee. The Executive Director may provide his services on a non-stipendiary basis or under a contract for work or on a retainer fee basis, the fee to be set by decision of the Executive Committee, where the relevant employment contract with the association is drawn up.
  2. The Executive Director shall be responsible for the overall problem-free running of the Association (Institute) on a day-to-day basis, acting in accordance with the decisions of the Executive Committee and the authorisations granted by it. In particular he may ensure, but is not limited to ensuring, that positions within the Institute are filled and may recruit scientific staff and sign the relevant employment contracts, assign work to external or in-house associated on a contract for work and sign the relevant contracts, schedule, organise, coordinate and check the progress of activities and the association’s resources and make recommendations to the Chairman of the Executive Committee relating to items on the agenda of its meetings.
  3. In accordance with the decision of the Assembly of Partners dated 10.6.2013 the duties of the Institute’s Executive Directors shall be performed by the Vice Chairman of the Executive Committee, Mr. Konstantinos Stambolis, for a 2-year term in office.

ARTICLE 10

Character of the association

  1. The association is not-for-profit and consequently no profits may be distributed to its members while it is in operation or when it is wound up.
  2. Any capital of the association above and beyond the contributions made by partners may not be distributed to members of the association.
  3. Where the association is wound up in any manner, each of the partners shall receive the contribution made where all liabilities of the association to third parties, whether overdue or not, have been settled and all loans or personal deposits of the partners have been returned. The amount remaining any liquidation of the capital shall be granted by decision of the Assembly of Partners to a not-for-profit legal entity pursuing the same or similar objectives as the association.

ARTICLE 11

Bylaws

The Association’s internal operations and all its activities shall be regulated, where necessary, by bylaws or special regulations for each activity decided on by the Assembly of Partners in the context of the provisions of these Articles of Association and the Law.

ARTICLE 12

Amendment of the Articles of Association

These Articles of Association may be amended following a decision taken by the Assemblyof Partners. In order to amend the Articles of Association, at least 2/3 of the partners must be present or lawfully represented and agree to such amendment, apart from cases of the appointment of persons effectuated in accordance with Article 7(3).

It is further agreed that: (a) the article on the entry of new partners may only be amended by a unanimous decision of all partners, (b) the election or removal of members of the Executive Committee which requires a decision of the Assembly of Partners taken in accordance with Article 7 hereof is not an amendment of the Articles of Association which requires a 2/3 quorum and majority.

ARTICLE 13

Accounting books / records – Accounting Period

  1. In addition to the books required by the Hellenic Accounting Books and Records Code, the association shall also keep the following books and registers: (a) a register of the minutes of the Assemblyof Partners, (b) a register of minutes of the Institute’s Executive Committee and (c) a register of partners.
  2. At the end of each accounting period the association’s Executive Committee shall prepare the association’s balance sheet and the budget for the next accounting period which shall be approved by the Assemblyof Partners.
  3. The accounting period shall be an annual period commencing on 1 January and ending on 31 December apart from the first accounting period which commenced upon entry of the Articles of Association in the Companies Register held by the Athens Court of First Instance and expired on 31/12/2004.

ARTICLE 14

Liquidation

  1. Where the association is wound up in any manner, it shall automatically be placed in liquidation.
  2. After winding up the Chairman of the Executive Committee shall continue to exercise his duties as the appointed liquidator of the association for the purposes of liquidation.
  3. Having sold off the association’s assets the liquidator shall act so as to first settle all liabilities of the association to third parties, whether due or not, and then shall return any loans or personal deposits of the partners. Following that, each of the partners shall receive the contribution he made to the association’s capital.
  4. After liquidation is completed in accordance with the above, any assets remaining shall be granted to a not-for-profit entity in accordance with a decision of the Assembly of Partners on this matter.

ARTICLE 15

Obligations of the partners

Each partner shall be obliged to contribute to achieving the Institute’s objectives and promoting its interests and must not undermine them, or must not participate in any manner in similar institutes which pursue the same or related objectives as the Institute.

ARTICLE 16

General provisions

  1. The provisions of Articles 741 to 780 of the Hellenic Civil Code shall apply by analogy to all matters not expressly regulated by this agreement.
  2. Each partner shall be entitled to learn about the association’s affairs.
  3. Rights in general must be exercised in the manner required by good faith, morality and the interests of the association.

In witness whereof, these Articles of Association were drawn up and signed. These Articles of Association are effective from their entry in the Companies Register held by the Athens Court of First Instance.

THE PARTNERS

(signatures)

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