RULES OF THE HELLENIC MALACOLOGICAL SOCIETY

1. ESTABLISHMENT OF THE SOCIETY

I. NAME

A non-profit organization is founded under the name Hellenic Malacological Society (abbrev. HMS) in 2018.

II. LOCATION

The HMS is based in Heraklion of Crete in Greece.

III. OBJECTS

The main objects of the Society are to:

a) Study all molluscan taxa, extant and fossils, in Greece, Cyprus and the wider Eastern Mediterranean Region.

b) Become the major scientific advisor of the government on matters related to molluscs.

c) Promote collaborations among scientists, students, amateurs, collectors and farmers.

d) Promote education and awareness about molluscs.

IV. ACTIVITIES

The Society shall have the following powers:

a) To promote and co-ordinate meetings, workshops and symposia.

b) To promote and co-ordinate research both pure and applied.

c) To develop the nutritional and craft values of molluscs via biotechnology.

d) To advance learning and raise awareness about molluscs through educational programs, publications and social networks.

e) To award research grants to individuals which will have advance the study of the molluscan biology.

f) To seek sponsorships

2. MEMBERSHIP

I. MEMBER CATEGORIES

Membership will be open to anyone interested in molluscs and the objects of HMS. The Board of Directors will decide for the members’ registration during its first meeting after the submission of a written request. The annual registration fee is 20.00€. The new member must pay the annual fee to the Treasurer of the Society.

There will be Full Members, Honorary Members and Ordinary Members.

a) The Full members shall have the right to vote and to be elected. A proven scientific or writing activity in the field of molluscs is required. (At least one scientific publication, or postgraduate dissertation, or popular monograph).

b) The Honorary members, who may or may not be members of the Society, are people with an excellent offer in the study of molluscs and they shall be limited to 10. They shall be nominated by the Council and elected for life retaining all the privileges of a Full member and without the obligation of an annual registration.

c) The Ordinary members shall include amateurs, occasional cultivators, students and in general, anyone interested in molluscs and the objects of the Society.

Membership is personal and non-transferable.

II. MEMBER RIGHTS

The members are entitled to participate in the General Meeting of the Society, in order to be informed about the activities of the Society, participate in meetings, talks and other events of the HMS. In addition, the Full and the Honorary members have the right to vote and stand for election.

III. MEMBER OBLIGATIONS

The members are obliged to contribute to the achievement of the Society’s goals, to participate in the Society’s events and to meet their financial responsibility in a timely manner.

IV. MEMBER WITHDRAWL – EXPULSION

The member who wishes to withdraw from the Society is required to submit a written request and notify the Board at least three months before the end of the administrative year. The withdrawal of a member shall be decided by the Board and shall be valid from the end of this year, so the deletion of the registry.

An expulsion of a member shall be made by a decision of the General Meetingon its deletion by the register, obtained by a majority of 2/3 of the present members, if:

a) breached the statutes and activated opposed to the purposes of the Society.

b) there is a great reason.

In any case, the reason of the proposed deletion must be described in detail and sent to all members along with the invitation of the General Meeting. If the member does not meet his financial responsibilities to the Society for a time period of two years, the member’s deletion is decided by the Board of Directors.

3. RESOURCES

Society’s Resources are:

a) Annual subscriptions, which can be re-adjusted by the General Meeting’s decision

b) Any unexpected subscriptions that shall be decided by the majority of the members present in the General Meeting

c) Optional Assistance of the Society from its members

d) Sponsorships from legal or natural persons

e) Donations

f) Inheritances

g) Aids and grants from the State, local authorities, associations, international organizations or any other legal person governed by public or private law and generally by any third party

h) Revenue from sales of publications and other information material

i) Any other income from national and international programs or research.

The interest of the Society’s bank deposits, the profit from the exploitation of the Society’s estate and the net income from the Society’s events shall also be considered as revenue for the Society.

4. SOCIETY’S REPRESENTATION

The Society before each authority is represented by the Chairman of the Board of Directors, and if he is hindered by the Vice President, and if he is also hindered by a member appointed by the Board. In conferences, seminars and other events, the decision on participation is defined each time by a decision of the Board of Directors, depending on the knowledge and experiences required by the agenda.

5. BODIES OF THE SOCIETY

I. GENERAL MEETING

The General Meeting shall be the supreme governing body of the Society and shall decide on each issue provided that it is written on the agenda. The General Meeting shall determine the frameworks of the Society’s activity, as well as supervise and control of the Board. It shall meet regularly each year with mandatory agenda matters:

a) Informing on financial matters.

b) Voting for approval of financial report and budget.

c) Informing and discussing on action planning

If the General Meeting coincides with the holding of elections, it must include the following issues:

i) Election of a supervisory committee.

ii) Accountability of the outgoing Board of Directors and discussion on it.

iii) Biennial financial report.

iv) Election of the new Board of Directors.

Extraordinary General Meeting shall be convened whenever the Board deems appropriate and obligatorily at the request of 1/5 of the Full members of the Society to which the issues to be discussed must be reported. The invitation of a regular or extraordinary General Meeting shall be signed by the Chairman and the General Secretary of the Board 20 days prior to the date of the meeting and all members must also be notified on the same day. The invitation must mention the day, place and agenda items and must mention that if there is no quorum (1/2 of the full cash members) it should be held for the second time in a week, in the same place, and with them agenda items regardless of the number of Full members present.

The extraordinary General Meeting convened at the request of members of the association must be made no later than one month from the submission of the application to the Board.

In the case the General Meeting has a quorum, the quorum should be considered to exist until the end of the meeting. After the quorum is established, the General Meeting shall elect by show of hands, President and Secretary to direct the work and observe the minutes. There discussion of the agenda items shall follow. All Honorary and Full members have the right to vote as well as the right to be elected as long as they have settled their financial obligations.

The decisions of the General Meeting shall be taken by an absolute majority of the current members, except for the issues:

a) Change of purpose of the Society

b) Amendment of the articles of Society

c) Dissolution of the Society and expulsion of a member

Voting shall be open and be conducted by show of hands. A secret ballot is held for the election of the Board of Directors, for the dismissal of members of the Board of Directors and the voting of motion of censure against them with the necessary condition of their inclusion in the items on the agenda.

Applications for candidacies for the election of members of the Board must be submitted to the Board at least 3 days before the date set for the convening of the General Meeting.

Under the responsibility of the Board, a single ballot paper is drawn up containing in alphabetical order the names of the candidates. The ballot papers are thrown in the ballot box in an envelope sealed by the Election Commission and signed by its members.

The Election Commission, after the end of the voting in the presence of the candidates or their representatives, counts and numbers the files and then proceeds to pronounce and record the preference crosses.

The Electoral Commission shall judge the validity of the ballots and decides on any objections. They shall be responsible for accurate minutes of the election and announcing the winners, as well as the runners-up.

The above procedures, in whole or in part, can be done electronically, provided that all members have the opportunity to participate and the integrity of the procedures.

II. BOARD OF DIRECTORS

The business of the Society shall be managed by a Council, the Board of Directors. The Board, consisted of seven members, shall be elected from the General Meeting for two years’ time. The meeting of the newly elected Board of Directors is convened by the first in number of votes and in case of a tie by the one who emerged as the first after a draw under the responsibility of the Election Commission no later than one week after the announcement of the elected.

With the presidency of the majority, the Board shall be constituted by a joint vote of the Chairperson, the Vice-Chairperson, the Secretary-General, the Deputy Secretary-General and the Treasurer.

The Board of Directors shall manage the affairs and the estate of the Society, and execute the decisions of the General Meeting. It shall convene the regular and extraordinary meetings, submit to the General Meeting the financial report and the budget, as well as the report of the proceedings prepared by the Secretary General and presented by the President. It shall decide on any expenditure not provided for in the budget by exceeding it, which is under the approval of the General Meeting.

The Board shall meet at least six times per year upon invitation by the President and extraordinarily, whenever deemed appropriate by the President or at the latest within five days from the day that will be requested signed by at least two of its members.

The issues of the agenda should be listed on the invitation to a meeting of the Board. The items of the meeting agenda should be listed on the invitation of the meeting of the Board. Addition of new items on the agenda, of an urgent nature, shall be possible by decision of the Board at the beginning of the meeting and before the discussion of the items listed in the invitation.

At the meetings of the Board, four members present shall form a quorum. The members will be allowed to be present at the meeting via video conference. Decisions are taken by an absolute majority of the members present. In case of a tie, the vote of the President shall prevail.

A member who is unjustifiably absent in three consecutive meetings or in five meetings within a year, shall be declared suspended and replaced by the first alternate by decision of the Board. In case of resignation of more than three members, a General Meeting shall be convened immediately to establish elections in accordance with the deadlines set out in previously. The Board can proceed with the purchase or rental of instruments, instruments, devices and anything else that helps to fulfill the purposes of the Society.

The members of the Board shall not receive any remuneration for the performance of their duties. Scientific committees or working groups of members of the Society with specific expertise should be set up to conduct the necessary work more efficiently. The members of the scientific committees and working groups shall be paid a daily allowance in case of field research or laboratory work.

III. PRESIDENT – VICE PRESIDENT

The President of the Board shall represent the Society in all its relations with natural or legal persons, as well as before any authority and court, and shall prepare the agenda, in collaboration with the members of the Board, convene the meetings of the Board, direct and coordinate the discussions of the Board and the General Meeting until the election of the President of the latter. The President shall sign all the documents related to the Society and the minutes of the meetings along with the General Secretary, and the money orders and the receipts of the incomes along with the Treasurer. The President shall also monitor the good performance of the Society, ensure the execution of the decisions of the Board and the General Meeting and check at all times the fund and the management books of the Society. In case of his absence or incapacity, the Vice President shall deputize for him in the entire scope of his duties.

IV. GENERAL SECRETARY – DEPUTY SECRETARY - GENERAL

The General Secretary shall keep the minutes of the meetings, the minutes, the registers of the members and all the books of the Society, the accounting and the editor of the correspondence of the Society. He shall endorse with the President all the documents of the Society. He shall properly monitor and classify all incoming - outgoing documents, for any damage or loss for which he is responsible and prepare the annual report. In the event of his absence or incapacity, he shall be replaced by the Deputy Secretary-General for the full extent of his duties.

V. TREASURER

The Treasurer shall handle all payments and receipts of the Society based on duplicate receipts and duplicate payment orders. He shall keep the receipts and warrants with the relevant documents for the control of the fund and inform the book of the Society and all the accounting books. He shall sign together with the President all the supporting documents of a cash nature. He shall prepare the budget and the report of the management period and submit them to the Board. He shall deposit cash in the name of the Society within the next working day at any bank, when the amount to be deposited exceeds 1000€ or it has been determined previously by the Board. In case of absence or disability of the Treasurer, he shall be replaced by another member of the Society after a record of delivery and receipt has been drawn up by the Board.

VI. AUDIT COMMITTEE

The Audit Committee shall be consisted of 3 members. The committee shall be elected together with the Board from the General Meeting every two years. The first member to vote shall be the President. Simultaneous candidacy for the Board and for the Committee shall not be possible. The Audit Committee shall conduct the financial controls and administer the financial reporting, whenever it deems appropriate. The financial report must be presented to the Board.

The Committee must prepare a report on the financial management of the Society ten days before the date of convening the first General Meeting, which must be submitted in writing to the General Meeting and discussed orally by the President and the members. A copy of this report must be sent to the Board five days prior to the date of the first General Meeting’s convergence.

6. FINAL PROVISIONS

I. CHANGE IN THE PURPOSE OF THE SOCIETY. AMENDMENT OF ARTICLES OF THE SOCIETY

The change of the purpose of the Society requires the consent of three quarters of the members of the Society. The consent of the absentees shall be given in writing. The amendment of the Articles of the Society requires the presence of at least half of the members and a majority of three quarters of those present.

II. DISSOLUTION OF THE SOCIETY – DISPOSAL OF ITS PROPERTY

The Society can be dissolved at any time by decision of the General Meeting that shall be convened exclusively for this purpose. For the Society’s dissolution, the presence of at least half of the Society’s members at the General Meeting is required and a majority of three quarters from the number of members present. The property of the Society in case of dissolution shall be available to be distributed to one or more Societies with similar purposes.

III. BOOKS OF THE SOCIETY

The Board is obliged to keep the following books or electronic records:

(a) Register of members of the Society.

(b) Books of minutes of the General Meeting

(c) Book of minutes of the meetings of the Board

(d) Income-expense book and any other accounting book deemed appropriate by the Board.

(e) Book of furniture-utensils and other assets of the Society

IV. SEAL OF THE SOCIETY

The seal of the body is circular. The name of the body must be written in full on its circumference. For international contacts the seal shall bear the English name of the body.

V. RELATIONS WITH OTHER ORGANIZATIONS

The Society shall participate as a regular or temporary member in other societies, organizations, etc. at a national or international level or cooperate with them to serve its purposes, by decision of the Board.