COUNCIL OF ESTABLISHEMENT & STATUTE OF THE ASSOCIATION - EUROPA UOMO CYPRUS
ARTICLE 1 – Establishment – Name
1. An association is established under the name: “Europa Uomo Cyprus” In the international relations of the Association, the name “Europa Uomo Cyprus” will be used.
2. The seal of the Association will have the shape, content and appearance as the following Drawing 1, and for an abroad use as the following Drawing 2.
Diagram 1 Plan 2
ARTICLE 2 – Headquarters
1. The headquarters of the Association will be located in Nicosia at the address to be decided by the Board of Directors.
2. By decision of the Board of Directors, the Association may transfer its headquarters to any address in the Republic of Cyprus.
ARTICLE 3 – Objectives
The aims of the Association are:
1. The connection of the Association with Europa Uomo, whose headquarters are located in Antwerp, Belgium and whose goal is the best possible medical and psychological care of patients with prostate cancer.
2. (a) Finding ways to improve the quality of life of the patient with prostate cancer and his family.
(b) To promote the dissemination and exchange of documented data and the latest information on prostate cancer.
(c) The promotion of the perception and correct diagnosis and prognosis of prostate cancer.
(d) The emphasis on the need for the appropriate and rapid diagnosis of prostate cancer.
(e) The campaign to take access on the best treatment of prostate cancer.
(f) Quality assurance and support during as well as after prostate treatment.
(g) The promotion of multi-professional quality care and appropriate medical infrastructure.
(h) The recognition of good clinical practice and the promotion of its developments.
(i) Ensuring that all men suffering from prostate cancer understand the available studies, treatment options, including their admission to a clinic and their right to a second opinion.
3. Organizing information campaigns and the promotion of early diagnosis programs in cooperation with the Ministry of Health, other bodies and scientific organizations, the provision of information through conferences, texts and studies, educational and scientific exchanges with other countries, on prostate cancer.
4. The promotion and cooperation with state, charitable, medical organizations and foundations, without any involvement in parties and political or party activity.
5. In order to achieve its goals/objectives, the Association will have the power:
(a) to acquire, rent, build, use, and maintain immovable and movable property of any kind and description.
It is understood that the Association will not be engaged in any business activity or activities of land trading or real estate exploitation or other activities of a profit-making nature and will not compete with businesses.
b) to ensure the financial resources for the purchase and use of machinery, equipment, facilities and supplies related to the treatment and relief of people suffering from prostate cancer
(c) to take out loans with or without collateral with a mortgage or other charge, in order to serve the purposes of the Association.
(d) to recruit and use or dismiss medical and other scientific, paramedical staff, consultants and office staff.
(e) to publish books, magazines, newspapers, information leaflets, educational material, and to create and maintain a website on the Internet.
(f) to maintain bank accounts in the name of the Association.
ARTICLE 4 – Members
1. Members of the Association may become people who are suffering from prostate cancer and people who are over the age of 45.
2. Honorary members of the Association may be people approved by the Board of Directors who are of recognized prestige and specialization in the treatment of prostate cancer, who offer or can offer support to cancer patients, and people who have offered significant donations and services to the Association.
3. A person who wishes to become a member of the Association may do so by submitting an application with his/her details.
4. Any member of the Association wishing to resign as a member, may do so by informing the board of the Association in writing, in which case it is deleted from the register of members. It is understood that if the departed owes subscriptions, he is obliged to pay them back.
5. A member who fails to pay his/her subscription within three months after it became payable shall become inactive.
ARTICLE 5 – Subscriptions
1. Each member is obliged to prepay an annual subscription to the Association which is set at the amount of €15 per year.
2. The amount of the annual subscription may at any time be differentiated by a decision of the Administrative Board.
3. Honorary members shall not be subject to the obligation to pay any annual or other subscription.
4. The board of directors of the Association has the power in special cases to exempt any member from the obligation to pay assistance due to serious health, disability, or financial weakness.
ARTICLE 6 – Resources
1. The resources of the Association are:
(a) membership fees,
(b) donations, bequests, sponsorships and benefits,
(c) state sponsorships
(d) the income from the Activities of the Association
(e) interest from any deposits of the Association
(f) revenue from the publication of books or other publications;
(g) any rents or other income from immovable property;
(h) any other lawful source;
ARTICLE 7 – Legal personality and representation
1. From the issuance of a certificate of registration, the Association acquires legal personality in accordance with article 7 of the Associations and Foundations Law of 1972.
2. The chairman of the board of directors, or the person or persons authorized by the board of directors shall represent the Association in front of any judicial or administrative authority or in front of any other organization abroad.
ARTICLE 8 – Board of Directors
1. The board of directors of the Association consists of seven members.
2. The number of members of the board of directors may be increased or decreased by decision of the general assembly of the members of the Association.
3. The first members of the board of directors of the Association are the persons whose names were registered in the original articles of association with which the Association was registered
4. (1) The Board of Directors shall be drawn up in a body with the following positions:
(a) the President;
(b) the Vice-President;
(c) the Secretary
(d) the Treasurer
(2) The board of directors may appoint one of its members as the Executive Director of the Association and determine the terms of its appointment.
5. The term of the Board of Directors shall be three years, but its members or any of its member may stand as a candidate for re-election.
6. In case of widowhood in the board of directors and until the end of its three-year term, the board of directors pays the widowed position by appointing any member of the Association that it deems competent and suitable for this purpose.
7.The decisions of the Board of Directors shall be taken by simple majority.
8. A member of the board of directors is not entitled to vote, if the decision concerns the legal entity or the initiation or abolition of a lawsuit between the Association on the one hand and the member on the other hand, or his wife or blood relatives up to and including the third degree or in a business, a legal act between the Association on the one hand and the company, personal or capital, on the other hand, in which, the administration of which the member participates.
9. The board of directors manages finances and affairs and promotes the aims of the Association.
10. The chairman of the meetings of the board of directors announces the beginning and the end of this work, directs the discussions and gives the floor to the applicants, put issues to a vote, defining the formulation of the relevant decision. In the absence of the President, the Vice-President shall deputize for him. In case the Vice-President is also absent or disabled, the meeting of the Board of Director shall be postponed to a date to be set later by the president. The president or, in his absence, the vice-president together with the treasurer shall make the necessary payments and co-sign the bank cheques and bank documents as well as any contract or legal transaction.
11. The Secretary keeps the minutes of the meetings of the board of directors, conducts the correspondence of the Association in accordance with the instructions of the board of directors, keeps the seal and the records of the Association and co-signs with the president or the vice-president the correspondence and any document concerning the operation of the Association.
12. The treasurer keeps the books of the fund and the duplicate of receipts and receipts for payments, donations, bequests, and generally keeps all the necessary books.
13. Meetings of the Board of Directors:
(a) the Board of Directors shall meet at least once a month and when the Chairman considers it necessary.
(b) the Board of Directors shall be in quorum when at least a majority of its members are present, including its Chairperson or Vice-Chairman. Any member of the Board of Directors may participate in any meeting by phone, as long as there is a loudspeaker in the conference room and there is direct and simultaneous communication with all board members. The telephone participation is in the presence of the calling board member at the meeting.
(c) the decisions of the Management Board shall be taken by a simple majority, and in case of tie, the Chairman shall have a second or the winning vote.
(d) a report or a decision signed by at least five members of the Board of Directors or copies of report or decision, each bearing the signature of one or more directors, shall be a valid and binding report or decision.
(e) any director may vote by a signed fax and his vote shall be counted as if he had attended and voted at a meeting of the Board of Directors.
(f) Reports of the meetings of the Management Board shall be kept by the Chairman and the Secretary or, in the absence of the Chairman, by the Vice-Chairman and the Secretary or in the absence of the Secretary by the Acting Secretary.
14. A member of the Board of Directors who is unjustifiably absent from four consecutive meetings is subject to resignation from office and, after being called upon to apology, the Board of Directors may dismiss him as a member of the Board of Directors.
15. Any member of the board of directors who violates the Articles of Association or who shows negligence or indifference in the performance of his duties may be removed from office by a decision of the assembly of the members of the Association.
16. The office of any member of the Management Board shall be widowed when he:
(a) dies, or
(b) resign by written resignation, or
(c) become physically or mentally incapable of performing his duties, or
(d) has been convicted by a competent court of a criminal offence involving dishonesty or moral obscenity, or
(e) an acceptance order has been issued against him or he has been declared bankrupt by a competent court, or
(f) if he is removed from office under Article 8(15).
17. In case of widowhood in the board of directors which has not been paid in accordance with article 8(6), it may be paid by the general assembly of the members of the Association.
ARTICLE 9 – General Meetings
1. The general assembly of the members is the supreme body of the Association and decides on any case of the one that does not fall under the competence of the board of directors.
2. Subject to this statute, the general assembly of the members elects the members of the board of directors every three years, appoints the auditors of the accounts of the Association, decides on the entry or expulsion of a member, on the approval of the balance sheet, on changing the aims of the Association, on the amendment of the statutes and on the dissolution of the Association.
3. The general assembly of members shall have the supervision and control of the members of the Board of Directors and are entitled to dismiss its members in accordance with the provisions of these articles of association.
4. The general assembly of the members of the Association is convened by decision of the Board of Directors.
5. The general assembly of the members of the Association may also be convened if at least ten members of the Association request it in writing at their request. In case their request is not heeded, then the Commissioner may authorize the applicants to convene the general meeting themselves.
6. Decisions of the general assembly are taken by a simple majority of the members present.
7. A decision signed by the majority of the members of the Association is valid and strong as if it had been voted in a general assembly that was convened and constituted normally.
8. In order to take a decision to amend the statutes or to dissolve the Association, a quorum of half of the number of members plus one is required, and a majority of three quarters of those present.
It is understood that the Articles of Association cannot be amended without the prior approval of the Minister of Finance.
9. In order to take a decision to change the aims of the Association, a quorum of more than three quarters of the number of members and the consensual vote of three quarters of the number of members are required.
10. Subject to the above provisions, a quorum is present at the general meetings when at the beginning of the assembly half of the number of Members of the Association plus one is present. If within twenty minutes of the appointed start time of the meeting no quorum is created, then the members present constitute a quorum.
ARTICLE 10 – Convening of General Meetings
1. The general meetings of the Association are convened by order of the Board of Directors by written notice to all members at least fifteen days before the date of the assembly or by publication of the notice in at least two daily newspapers of Pancyprian circulation.
2. The inadvertent failure to send a notice of general meeting to any member or members shall not render invalid the general meeting and its decisions.
3. The notice for a general meeting shall set out the agenda with the subject or items to be discussed at the meeting.
4. The notice shall specify the type of meeting, i.e. whether it is an Extraordinary or Ordinary General Meeting.
ARTICLE 11 – Proceedings of the ordinary and extraordinary general meetings
1. The general assemblies are presided over by the President of the Association and in his absence by the Vice-President. In the absence of both, the members present at the meeting shall elect one of the members of the Board of Directors to preside over the meeting. If any member of the board of directors is not present or if any of the members or member present does not wish to preside, then the members of the Association present, elect any of them to preside over the assembly.
2. During the Annual General Assembly of the Association:
(a) The President reports the accountability of the Association on the activities during the previous three years and a discussion follows in relation to the accountability.
(b) The Treasurer is accountable for the accounts of the Association and submits the Auditor’s report.
(c) An approved Auditor is appointed, and his/her remuneration is determined.
(d) Any other issue that at the discretion of the Board of Directors should be discussed, is presented.
(e) A discussion and a decision is made on each item on the agenda.
(f) A new Board of Directors is elected.
Work in Extraordinary General Meetings
3. In addition to the Ordinary General Meetings, the Board of Directors may convene Extraordinary General Meetings.
4. The ten percent or more of the Members of the Association who have paid their subscriptions may, with a written and signed request, request the convening of an Extraordinary General Meeting on a subject specified in the request.
5. The Board of Directors is obliged to convene the requested Extraordinary General Meeting in accordance with paragraph 4 above at the latest within thirty days from the submission of the request and to determine the place and time of its establishment, that does not exceed two months from the submission of the request.
6. The relevant notice for the requested Extraordinary General Meeting shall set out the names of the applicants and the subject for discussion and decision making.
7. The procedure for holding an Extraordinary General Assembly is the same as in the Ordinary General Meetings, and if there is no provision for any issue, this is regulated by the President of the Association.
ARTICLE 12 – Election of Members of the Board of Directors
The elections for the appointment of a new Board of Directors during the Regular General Meetings are held as follows:
1. Members of the Association who wish to be elected as members of the Board of Directors must submit their candidacy before the beginning of the assembly.
2. The right to vote is granted to the Members of the Association who have their subscriptions arranged.
3. Members of the Association who justifiably cannot attend the Assembly, may submit their candidacy in writing before the Assembly.
4. Before the voting for the election of the new Board of Directors begins, a three-member Election Committee is elected by acclamation.
5. The Election Committee prepares a list of candidates which it announces to the assembly.
6. If there are only seven candidates, they shall be declared the new Aristindian Board of Directors. If there are more than seven candidates, a secret ballot shall be held as follows:
(a) A ballot paper is prepared with the names of the candidates in alphabetical order, which is distributed to the Members of the Association who attend the assembly.
(b) Each voter marks with a cross or ‘n’ opposite the names of seven candidates of his/her election. He then manually places the completed ballot paper at the ballot box.
(c) The Election Committee shall supervise the voting and the ballot box.
(d) When the voting is completed, the Election Committee counts the votes received by each candidate and announces the seven with the most votes as the members of the new Board of Directors.
7. The newly elected Board of Directors shall meet within 30 days of its election and shall be formed in a body.
ARTICLE 13 – Dissolution
1. The Association may be dissolved at any time by decision of the general assembly of members as provided for in article 9(9).
2. The Association is dissolved in the following cases:
(a) if the members of the Association are reduced to a number of less than twenty
(b) by decision of the Court at the request of the Board of Directors, or of one-fifth of the members of the Association or of the Attorney General of the Republic:
(i) if for other reasons it becomes impossible or the election of the board of directors or if it becomes impossible for the Association to continue in accordance with the Articles of Association
(ii) if the Association pursues purposes other than those specified in the Articles of Association, or if the aims or operation of the Association were illegal as provided for in Article 3 of the Law on Associations and Foundations of 1972.
(iii) In the cases provided for by the Law on Associations and/or Institutions of 1972
3. The Council from the dissolution of the Association is automatically liquidated and until the completion of its liquidation for its needs is considered existing.
4. Unless otherwise decided by the general assembly of the members of the Association, its liquidation is done by the board of directors, and, if there are no administrative directors, a liquidator or liquidators shall be appointed by the Court.
5. The liquidator is subject to the position of administrative advisor of the Association but his power is limited to the needs of the liquidation.
6. The liquidator shall be liable to pay compensation for any breach of his obligations by fault and, if there are several liquidators, they shall be jointly and severally liable.
7. The net property of the Association after the completion of the liquidation passes to other Charities or to a state agency.
ARTICLE 14 – General
1. Issues not provided for in this Statute shall be governed by the provisions of the Law on Associations and Foundations of 1972 (Law 97/1972).
2. Issues for which there is no provision either in the statute or in the Law on Associations and Foundations of 1972 are decided and regulated by the general assembly of the members of the Association
Names, addresses and signatures of founders: