Articles of Association

 

 

Codification of the Articles of Association of the Civil Non - Profit Association under the name of "Energy Institute of S.A. Europe' (IENE), as amended pursuant to the Thirty-third General Assembly of the Partners of the Institute.

 

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 non-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-ANATOLIKIS 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 Αssociation’s seat is Athens and its registered 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, organizations or bodies, or on its own. The Assembly of Partners may take a decision to change the location of the Αssociation’s seat without any amendment to these Articles of Association being required.

(d) The following persons are the Αssociation’s Partners: Ioannis Desypris, Elias Karydogiannis, Vassilios. Kougionas, Ioannis Kourouklis, Thomas Lamnidis, Dionysios Xenos, Spyridon Paleogiannis, Alexandros Papadopoulos, Dimitrios Papakonstantinou, Marios Patsoules, Konstantinos. Stambolis, Nickolaos. Frydas, Tereza Fokianou, Ioannis. Hatzivasiliadis, Panteleimon Kapros, Konstantinos Nikolaou, Alexandros Vrachnos, Christodoulos Dimas, Konstantinos Theofylaktos, Emmanouil Kakaras, S. Petros Kasapis, Aimilios Boussios, Konstantinos Papamichalopoulos, Sofia Politopoulou, Evgenia Tzannini, Ioannis Grigoriou, Konstantinos Karagiannakos, Andreas Petropouleas, Iosif, Gina Cohen, Slavtcho Neykov, Eugenia Gusilov, Mihailo Mihailovic, Vesna Borozan, Stavri Dhima, Gokhan Yardim, Fadil Ismajli, Aleksandar Mijuskovic, Mirsad Sabanovic, Vladimir Durovic.

 

 
ARTICLE 2
Purpose


The main purpose of the Association shall be to serve as a focal point for analyzing, synthesizing and promoting energy-related issues to the 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 integrity of its members and the absolute transparency which will apply to all actions and publications of the Association. The overriding goal is for the Association to contribute to processes at national and regional levels relating to rational production and use of energy from all possible sources of energy, whether conventional 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 Association 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 Association seeks to transfer technology and know-how in the energy sector to developing countries and to organize training activities to achieve this in those countries, in Greece and other SE European countries.
The means for achieving these objectives are as follows:

I. Provision of Information – Promotion


· The Association shall provide services, information and updates about energy and environmental issues to the general public.
· At regular intervals the Institute shall publish printed materials, studies and books on energy and environmental issues and shall provide financial assistance to publications already in circulation
· The Association shall promote suitable energy sources that use advanced and efficient technologies and in particular renewables and new fuels as the most compatible with Greece’s and SE Europe’s needs, which cause the least possible interference and destruction of the environment.
· The Association 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 Association shall organise exhibitions / fairs or participate in those 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 Association shall organise informative and advertising campaigns on issues relating to energy, the environment, recycling and waste management.
· The Association may produce radio and television feeds and documentaries or participate in others that are related to the Association’s objectives.
.· The Association shall organise conferences, one-day events, educational seminars, public discussions and shall also participate in such events in Greece and in the wider SE Europe region on matters relating to energy, the environment and sustainable development.
· The Association shall disseminate the results of new technologies, the transfer of know-how and of the implementation of EU Directives.
· The Association shall collaborate and jointly promote objectives and/or projects with other bodies in Greece and SE Europe.
· The Association shall provide information about the current state of affairs and prospects in the energy sector in developing countries and vice versa.

II. Education


· The Association shall organise meetings at a local, national, regional and international level and shall organise courses, seminars, workshops and task forces, exchange schemes and general training activities and programmes that seek to disseminate knowledge and experience relating to energy, environment and development issues.
· The Association shall establish a scholarship scheme for postgraduate studies on issues relating to energy, the environment and development, in Greece and SE Europe.
· The Association shall disseminate methods, tools and practices relating to the 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 Association shall provide information to stakeholders and the general public about energy and environmental issues.

III. Research & Technological Development


· The Association shall undertake 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 Association shall organise, prepare and undertake 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 Association shall provide financial assistance and support for studying programmes, build, implement and monitor model / pilot energy systems and to monitor environmental parameters and to protect the environment.
· The Association shall prepare and organise programmes to monitor and manage energy resources and to protect the environment.
· The Association shall participate in national, regional, European and international research and scientific programmes.
· The Association shall assume responsibility for research programmes and specialised studies and investment plans on behalf of third parties in the energy and environment sector.
· The Association shall prepare and implement research programmes and pilot energy projects in developing countries using renewable and conventional energy sources and technologies.


IV. Documentation


The Association 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 Association and postgraduate students. The library shall not be of lending nature.

V. Conferences – Scientific Colloquia


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

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


The Association 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 Association 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 Association 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 Association shall establish a Scientific Council which shall consist of persons of good standing and recognized 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, deputy chairman and members of the Scientific Council shall be appointed by the Assembly of Partners.

 

ARTICLE 3
Effective term


The Association’s effective term commences 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 is extended, beyond the twenty-year term, for additional thirty (30) years. The Association’s effective term shall be deemed to have been renewed indefinitely if after the elapse of that time, namely twenty (20) plus thirty (30) years, the Association has not been terminated but 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 undertaken, organising conferences and related events, producing television  documentaries, 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 of contractual nature or of any other character to third parties beyond their contribution specified above. Moreover, the Association’s assets do not constitute a guarantee that 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 between the remaining Partners. The outgoing Partner shall have no obligation towards the Association nor shall the Association have any obligation towards him. In the event of death, judicial interdiction, removal or withdrawal of a Partner, the Association shall continue to exist between the remaining Partners.
4. In the event where a Partner is not present in three (3) consecutive meetings of the Assembly of Partners, either physically or via a representative, according to the decision of the General Assembly of June 2019, the Assembly of Partners, with a simple majority, may propose their removal.

 
ARTICLE 6
Members of the association


The Association may accept as member any person who is professionally involved with energy and environmental issues as a member. In order to register a member a written application must be submitted to the Executive Committee 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 any justification for its decision. Members shall be provided with information on energy and relevant issues (in hard copy and electronic format), shall participate in the Association’s events under preferential terms and shall use the Association’s infrastructure. To that end, each member shall pay an annual contribution (ie. Subscription) which shall be set by the Executive Committee. Members may not under any circumstances be known  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 to lay down the general guidelines and strategic focus of the Association.
2. The Assembly of Partners shall be convened by the Executive Committee at regular intervals, twice a year within the second quarter of the year and within the fourth quarter of the year. The invitation calling the Assembly of Partners shall be sent to the Partners at least ten (10) days before the Assembly of Partners and shall set out the place and time and the items on the agenda. The invitation may be sent by email. The Assembly of Partners shall have a quorum if half plus one of the Partners are present. A Partner may be represented by another Partner at the Assembly of Partners subject to the granting of a written authorisation for that purpose. In the event where there is no quorum, an adjourned Assembly of Partners shall be called to convene within maximum ten (10) days, when the Assembly of Partners shall have a quorum, regardless of the number of members present. The Assembly of Partners can also convene online.
3. The Assembly of Partners shall elect a chairman, deputy chairman and members of the Executive Committee to serve for a 2-year term in office and shall appoint the Executive Director by a 2/3 majority of the Partners who are present and lawfully represented.
4. The Assembly of Partners may also convene extraordinary 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 fifteen (15) days from the date on which the request was received. If that deadline elapses, the Partners who requested the convening of the Assembly of Partners may convene it themselves, by sending an invitation to the other Partners setting out the place and time and the items on the agenda, and shall be notified in the manner specified above. The extraordinary Assembly of Partners can also convene online.
5. The Assembly of Partners is the sole competent  body  to decide on amendments of the Articles of Association (in accordance with Article 12), capital increase, dissolution 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 any other matters that  are not related to the current management.
6. Decisions of the Assembly of Partners shall be taken by a majority of more than 50% of the present and lawfully represented Partners, apart from those cases which are expressly specified in these Articles of Association. The decisions of the Assembly of Partners can be taken online following the convening of an online Assembly of Partners.
7. Minutes of meeting shall be kept for each ordinary and extraordinary Assembly of Partners which shall be signed by all present Partners. Copies of the minutes of meeting to be used for any lawful purpose shall be issued by the Chairman of the Executive Committee. Due to the international character of the Association, the minutes of meeting of each regular and extraordinary Assembly of Partners will be recorded in Greek and English. The minutes of each regular or extraordinary Assembly of Partners may be signed remotely via electronic signature or via authorization.
8. The Greek or English language shall be used during the ordinary or extraordinary Assembly of Partners.

 
ARTICLE 8
Representation – Management


1. The Association shall be run by an Executive Committee comprised of between five (5) and seven (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 two (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 member. The Executive Committee can also convene online. The Executive Committee’s term is two (2) years.
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 Executive Director jointly or individually placing their signature under  the Association’s brand 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 ten (10) days of such resignation, death or incapacity following an invitation from the Executive Committee, sent at least two (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 convened provided that there are at least four (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. Due to the Association’s international character, the minutes of meeting of the Executive Committee shall be recorded in Greek and English. Minutes of meeting shall be available at all times to all Partners. The General Secretary of the Executive Committee shall be responsible for recording the minutes of each meeting. The Chairman of the Executive Committee shall be responsible for issuing accurate copies and extracts of the minutes of each meeting.
6. The Executive Committee shall report to the Assembly of Partners on the management of the Association’s affairs and shall undertake to execute the Assembly of Partners' decisions.
7. In accordance with the decision of the Extraordinary General Meeting of Partners dated Wednesday, June 30 2021 the Executive Committee consists of the following Partners:
     1. Konstantinos Stambolis, Chairman
     2. Konstantinos Papamichalopoulos, Deputy Chairman
     3. Konstantinos Theofylaktos, Secretary General
     4. Christodoulos Dimas, Member
     5. Thomas Lamnidis, Member
     6. Dionysios Xenos, Member
     7. Anastasios Tosios, Member
8. The Executive Committee shall be conducted in Greek or English.
 

ARTICLE 9
Executive Director


1. The Association’s Executive Director shall serve for a term of two (2) years and shall be responsible for the management and administration of the Association’s affairs and 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 smooth running of the Association 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, indicatively but not limited to, that positions within the Association 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 Wednesday, June 30, 2021, the duties of the Association’s Executive Directors shall be performed by the 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 dissolved.
2. Any capital of the Association above and beyond the contributions made by the Partners may not be distributed to the members of the Association.
3. In case that the Association is dissolved in any manner, each of the Partners shall receive the contribution made when 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 after the liquidation of the capital shall be granted by decision of the Assembly of Partners to a not-for-profit legal entity pursuing 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 Assembly of 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 an 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 meeting of the Assembly of Partners, (b) a register of minutes of meeting of the Association ’s Executive Committee and (c) a register of Partners. Due to the international character of the Association, all the aforementioned minutes of meeting will be recorded in Greek and English
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 Assembly of 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. In case the Association is dissolved in any manner, it shall automatically be placed in liquidation.
2. After the dissolution, the Chairman of the Executive Committee shall continue to exercise his duties as the appointed liquidator of the Association for the purposes of the liquidation.
3. Having sold off the Association’s assets, the liquidator shall act so as to first settle all liabilities of the Association with 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 they 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 towards achieving the Association’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 Association.

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 is entitled to be informed concerning the Association’s affairs.
3. Partners Rights must in general must be exercised in good faith and to the interests of the Association. In witness hereof, 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
 

 

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