STATUTE

In this Memorandum:

“Republic” refers to the Republic of Cyprus.

“Law” refers to the Companies Law Chapter 113.

“The Companies Law Chapter 113” refers to the Companies Law Chapter 113 and any other law which completes or replaces it.

“Company” refers to the Cyprus Civil Engineers and Architects Association (CCEAA).

“Board” refers to the Company’s Board of Directors.

“Civil Engineers Board” refers to the Cyprus Civil Engineers Association Board of Directors.

“Architects Board” refers to the Cyprus Architects Association Board of Directors.

“ETEK” refers to the Technical Chamber of Cyprus.

“An issue that exclusively concerns the profession of the Architect or the Civil Engineer respectively” refers to all issues which, according to the law and ETEK regulations, fall within the jurisdiction of each profession, as well as to any other additional issue specified by the Board.  

“Office” refers to the Company’s registered offices.

“Stamp” refers to the Company’s official stamp.

“Property” refers to all movable and immovable property of the Company.

“Civil Engineer” refers to any person registered as a Civil Engineer in ETEK’s relevant records.
“Architect” refers to any person registered as an Architect in ETEK’s relevant records.

Unless the sequence requires a different interpretation.

a) Words or expressions included in the present Memorandum will have the same meaning as in the Law or any amendment valid on a date during which this Memorandum is binding for the Company. 

b) Singular references are considered to include the plural as well, while references to the male gender are considered to include the female gender as well.

c) Regarding any issue about which there is no clear provision in the present document apply the provisions of Table C of the first Appendix of the Companies Law Chapter 113. 

d) The Provisions of the Foundation Document will be valid in the present Memorandum as well.

Members of the Company will be two (2) Legal Entities and twenty (20) Natural Persons as stated below.  

The Legal Entities Members of the Company are the Cyprus Civil Engineers Association and the Cyprus Architects Association.

The twenty (20) Natural Persons will break down into ten (10) Civil Engineers members of the Civil Engineers’ actual Board of Directors and ten (10) Architects members of the actual Architects’ Board of Directors.
As far as Natural Persons are concerned, their membership will have a duration of two (2) years and the members will be replaced by the corresponding Natural Entities they belong to.

The number of Members can be increased after a special decision of the General Assembly. The number of Members will always be even and the balance between Civil Engineers and Architects will be maintained.  
New Members can be accepted only after a special resolution of the General Assembly.

In case the number of Legal Entity Members decreases to below two (2), then a General Assembly is held to approve the induction of a new Legal Entity Member which will represent Civil Engineers or Architects according to which Member has withdrawn.

The twenty (20) persons mentioned in paragraph 2 above, who will be registered as Company Members, will represent the Company and will constitute the Company’s General Assembly. Their tenure will have a duration of two years unless it is otherwise decided.

The Company is obligated to convene a General Assembly every year, which will constitute its Annual General Assembly in addition to the other General Assemblies which might be convened during the year and it will be stated as such in the announcements calling for a General Assembly while the time gap between General Assemblies must not exceed a time period of fifteen (15) months. It is to be presumed that as long as the Company holds a General Assembly within eighteen (18) months of its establishment no other General Assembly need be held during the year of its foundation or the next.     

The Annual General Assembly is convened at a time and place set by the Board of Directors.

All General Assemblies apart from the Annual General Assemblies are named Extraordinary General Assemblies. The Board may, whenever they deem appropriate, convene an Extraordinary General Assembly and Extraordinary General Assemblies will be convened after a written demand has been submitted by at least a fifth (1/5) of the Natural Person Members of the Company.

The provisions of article 126 of the Law are applied in case a call for an Extraordinary General Assembly is demanded by a fifth (1/5) of the Company’s Natural Person Members.

A General Assembly is called for with a written notification sent to the persons who according to the Company’s Memorandum are entitled to receive such notifications by the Company at least fourteen (14) days prior to the Assembly.    

The notification should mention the nature, day, time and place of the Assembly, as well as the agenda.  

It is to be presumed that the Company’s Assembly is considered, irrespective of the fact that it is called for with a notification that is sent fewer days before the Assembly than the time stated by this Memorandum, that it has indeed been called for if this is approved by all the Members of the Board.   

Random failure to summon a notification for an Assembly or failure to receive a notification for an Assembly on behalf of any person entitled to receive a notification does not cancel the procedures at this Assembly.

The General Assembly is considered to present a quorum when 4/5 of the persons entitled to attend and vote at the General Assembly are present at the time the Assembly is set to commence its works.
If a quorum is not present within half an hour from the time set for the formation of the Assembly then:

1. In the case of an Annual General Assembly this is postponed for half an hour and then the present members present a quorum.
2. In the case of an Extraordinary General Assembly this is postponed and will take place on the same day of the following week, at the same time and place or at any other time and place or day that the Board may decide on, and if a quorum is not present within half an hour from the time set for its formation during the adjourned Assembly then the present Members will present a quorum.

Each General Assembly of the Company is presided by the Secretary General or, in the latter’s absence, by the Assistant Secretary General. 

The President of the General Assembly may, with the consent of any Assembly during which a quorum is present (and the President will be obligated if instructed by the Assembly), postpone the Assembly from time to time or from place to place but no other work will be carried out in any adjourned Assembly other than the unfinished work of the postponed Assembly. When an Assembly is postponed for thirty or more days, a notification for the adjourned Assembly will be sent in the same way as for the primary Assembly. As stated above, no notification is necessary for a postponement or for the work that will be carried out during an adjourned Assembly.

In every General Assembly, a decision on a resolution put forward for approval at the Assembly will be made by displaying one’s special presence card unless a secret vote is asked for by the majority of the Assembly. 

Unless a secret vote is asked for, a statement made by the President of the Assembly which announces that a resolution has been approved by displaying one’s special presence card or that it has unanimously been approved and that this has been recorded in the minute book constitutes a finite verification of the event without proof of the number or the vote ratio in favour of or against the resolution. 

In the case of a tied vote, whether this has been carried out by either displaying one’s special presence card or by secret vote, the President of the Assembly, during which a vote has taken place by either displaying one’s special presence card or during which a secret vote has been asked for, is entitled to a second vote.  

If a vote is asked for regarding the postponement of the Assembly, the vote is carried out immediately. If the vote is asked for regarding any other matter then this is carried out at a time set by the President of the Assembly and every work apart from the work for which a vote has been asked for may continue while the work for which a vote has been asked for is still pending.

Following the provisions of the Law, a written resolution signed by all the Members who are, at any given time, entitled to receive notification to attend and vote in General Assemblies will be valid and powerful as though it is the resolution approved in a General Assembly of the Company which is called for and convenes accordingly.

All Natural Persons Members of the Company have the right to vote.

In the case of a vote, all votes are given in person.

The Company’s Board will consist of six (6) Members, the three (3) Civil Engineer officials who will be appointed by the Civil Engineers’ Board and the three (3) Architect officials who will be appointed by the Architects’ Board. That Legal Entity will not be able to be a Member of the Board. 

The Members of the Board will serve a two-year tenure unless it is otherwise decided.

The Board is formed as follows:

1. Secretary General
   The position will be held by either the President of the Board of the Civil Engineers or of the Board of the Architects, alternately for one year.  The Secretary General convenes a Board meeting and presides its works, represents the Company and is responsible for the practical implementation of the Board’s decisions. 
2. Assistant Secretary General
   The position will be held by the President of the Board of the Civil Engineers or of the Board of the Architects, alternately for one year. The Assistant Secretary General substitutes for the Secretary General and assumes all duties of the latter in case of unavailability or absence.  
3. General Cashier
   The General Cashier is elected by a simple majority amongst the Members of the Board. The Cashier is responsible for the financial management of the Company and oversees the bookkeeping.
4. Assistant General Cashier
   The Assistant General Cashier is elected by a simple majority amongst the Members of the Board, substitutes for the General Cashier and assumes all duties of the latter in case of unavailability or absence.
5. The positions of the General Cashier and the Assistant General Cashier will be filled by a Civil Engineer and an Architect respectively or vice versa, alternately for one year. 

The allocation of the above posts will be carried out in such a way that a balance between Civil Engineers and Architects is ensured, that is two (2) Architects and two (2) Civil Engineers.

The decisions of the Board will be taken by a separate vote of the Civil Engineers and the Architects unless it is otherwise stated or decided.

The basic responsibility of the Board is to implement Company police within the line of the actual decisions taken by the General Assemblies.

The Members of the Board represent the Company and are accountable to the General Assembly.

Based on the provisions of the present Memorandum, the Board may exercise all the Company’s powers including the contraction of loans, the loading or mortgaging of its property or part of it, the issuing of bonds, debenture loan titles and other bonds either directly or as guarantee for any debt, responsibility or financial obligation on behalf of the Association or any third party.  

Any other decision of the Board regarding the management of the Company’s assets and financial issues exceeding the amount of € 10.000 will have to be approved by the General Assembly. 

The Board may pay for the expenditures needed for the establishment and registration of the Company and to exercise all the Company’s powers with the exception of those powers which are to be exercised by the General Assembly according to the Law or the Memorandum and based on any provisions of the Law or the Memorandum or such other regulations which are adopted by the Company during a General Assembly and which are not incompatible with the above provisions. However, no Regulation adopted by the Company during a General Assembly can invalidate any previous act of the Board which would have been valid had that regulation not been adopted. 

The Board may occasionally and at any time appoint, by proxy, any company, house, person or group of people, either directly or indirectly endorsed by the Board as proxy or as proxy of the Company for such purposes and with such powers and rights (however not beyond the powers of the Board or the ones which are exercised by it based on the Memorandum) and for such a period and terms as the Board deems useful. Any proxy can include provisions for the safety and facilitation of individuals who negotiate by any proxy as the Board deems useful. The Board may also authorise any proxy to delegate all or any of the powers that have been vested in them.   

Whenever they judge it to be appropriate, the Board might remove, change or even cancel provisions or regulations of the Company as they deem necessary, proper or useful for the formation and operation of any committee or committees or for the good behaviour or internal administration of the Company. The Board will implement such means as they see satisfying to notify the Members about the removal, change or cancellation of such provisions or regulations and about all the relevant amendments which will bind all the Members of the Company. It is to be presumed that no provision or regulation will contradict the Foundation Document or the Company’s Memorandum.   

The Board may appoint any person, including one of its Members, as a company employee for such a period and under such remuneration terms or in any other way as they deem right and according to the terms of any agreement concluded in any particular situation it can revoke such an appointment or differentiate employment terms as they deem right. The Board may assign any Members of the Board with special duties, with or without remuneration. 

The Board adjusts financial management with regulations.

Every act executed by the Board or a Board Committee or any other Member of the Board or person acting as a Member of the Board properly authorised will be valid even if it is later revealed that the appointment of any Member of the Board or person acting as described above is defective, while every such person will be considered to have been correctly appointed and that they did in fact possess all the necessary qualifications to be a Member of the Board.  

The office of a Board Member becomes vacant if the Member possessing it:

1. declares bankruptcy
2. if a prohibition to be a Member of the Board arises pursuant to any decree that derives  from Article 180 of the Law,
3. becomes mentally disabled or
4. resigns from office and after the Board accepts one’s written resignation or
5. is absent from three consecutive Board meetings without an absence permission by the Board or without reasonable excuse.

Any vacant post in the Board is acquired by a recommended official out of the remaining officials of the respective Legal Entity whose Member used to possess the post.

Irrespective of the other Memorandum provisions, the Company may, during a General Assembly and with an ordinary decision, for which a special notification has been given and according to article 136 of the Law, remove any Member of the Board before the end of their tenure. It is to be presumed that in such case that vacant post must be filled according to the provision of paragraph 39 of the Memorandum.  

The Members of the Board convene for the completion of the work that needs to done and may postpone and in any other way arrange their meetings as they deem appropriate as long as they convene at least once every two months. When two (2) Members of the Board request the Board meeting the Secretary General is obliged to convene a meeting. Matters that arise in any meeting will be decided upon with simple majority.

The Board presents a quorum and can complete their work when 2/3 of the Members of the Civil Engineers and 2/3 of the Members of the Architects are present.

The Members of the Board may act irrespective of any pending vacant post, but if their number is reduced to below the number declared by the Memorandum regarding the necessary Quorum of the Board Members, the Members or Member of the Board may act only to convene a General Assembly of the Association but for no other purpose. 

The Secretary General, and in the latter’s absence the Assistant Secretary General, presides the Board meetings.

A written decision, signed by all Members of the Board, is valid as though it has been approved during a Board meeting which had normally convened.
The Board keeps the minutes regarding the following:

1. Its establishment into a Body.
2. The names of the Members of the Board present in every Board meeting or in any meetings of a Committee formed by Board Members.
3. All decisions and work minutes of the Association’s Assemblies, Board meetings and meetings of Committees formed by Board Members.

Every Member of the Board present at any Board meetings signs the minutes of the meeting kept for this purpose.

The Board may assign any of its powers to a committee or committees which will consist of such Members of the Legal Entity Members of the Company, not necessarily a Member or Members of the Board, as they deem right and they may also recall this assignment or appointment. Any committee formed in this way will conform, while exercising the powers which have been assigned to it, to any regulations the Board may impose.

This committee may elect a president for its meetings. If a president is not elected or if the president is not present during the meeting, then five minutes after the meeting commencement time the present Members may elect a president for the meeting.

The committee may convene and postpone their meetings as they deem right. Matters arising in any meeting will be decided upon with a majority of the present Members and in the event of a tied vote the president of the meeting will have a second vote.

The Board must ensure that the Company’s official stamp is safely kept. This will only be used with the Board’s authorization and in the presence of the Secretary General or his/her replacement and of a second Board Member. The Secretary General or his/her replacement will sign every document that is stamped.

The Board is responsible for the proper bookkeeping regarding:

1. all amounts of money collected and  by the Company and the collection and payment details.
2. all sales and purchases made by the Company.
3. the assets and liabilities of the Company.

Proper bookkeeping will not be succeeded if accounting books which will give a true and accurate picture of the Company’s financial state and which will explain the transactions made are not kept.

The accounting books will be kept in the Company’s registered offices or according to article 141 (3) of the Law in such a place or places where the Board deems right and they will always be available for inspection by the Board.

The Board decides whether, to what extent, at what time, place and under which conditions or regulations the accounts and the Company’s accounting books or any of them will be available for inspection by the Members who are not Members of the Board.  No Member who is not a Member of the Board will have the right to inspect any account, accounting book or document of the Association unless authorisation is granted by the Board or the Company during a General Assembly or unless it is stated by the Law.

The Board will ensure that income and expenses accounts, balance sheets and reports are drawn according to the provisions of articles 142, 144 and 151 of the Law. 

A copy of every balance sheet (including every document required by the Law to be attached to it) which is to be submitted in the Company’s General Assembly, accompanied by a copy of the Auditor’s report, will be posted to every Member of the General Assembly along with the notification for the convening of the Assembly.

The Annual General Assembly appoints the auditor or auditors and their duties are set according to articles 153 up to 156 (including these two) of the Law.

In Regulation 67 of Table C of the Law paragraph (a) is deleted and replaced by the following: “(a) all Members”.

Any notification or document can be delivered by the Company to any Member either in person or by post at the Member’s delivery address as this appears in the Members Records or to any other address provided by the Member for this purpose.  

Notifications can be delivered to any Member by fax or electronically to a number provided by the Member and in such case the delivery of the notification will be considered to have been made at the time the notification was sent. When the notification is sent by post, the notification will be considered to have been made upon sending a registered letter including the notification and which bares the proper delivery address, the proper post fees, while it will be considered to have taken place, in the case of a notification for a meeting, 24 hours after posting the letter containing the notification. In any other case, it will be considered to have taken place at the time the letter would be delivered under normal circumstances by the postal services.

Any decision concerning the management of assets and financial issues exceeding the amount of €10.000 will be approved by the General Assembly, always with a majority of 4/5 of the Engineer and 4/5 of the Architect Members of the body in question.    

During the interval period between the two General Assemblies, the Board may manage assets and financial issues the value of which will not exceed a total of €50.000 (fifty thousand) unless there is a special decision concerning this matter by the General Assembly. 

Any cancellation, change, amendment or addition to the Foundation Document or the Company’s Memorandum will only be made after a Special Decision of the Extraordinary General Assembly with a separate majority of 4/5 of the Civil Engineers and 4/5 of the Architects constituting the General Assembly.

A decision for the dissolution of the Company is taken, according to the Law, in a General Assembly of the Company with a separate majority of 4/5 of the Civil Engineers and 4/5 of the Architects constituting the General Assembly.

The present memorandum will be in force as of the date it is registered to the Department of Registrar of Companies.

Immediately after the Memorandum has been registered to the Department of Registrar of Companies a General Assembly of the Company is convened.  

During the first two-year tenure the Natural Persons Members of the Company will increase to thirty (30) by registering ten (10) people more than those specified in paragraph 2. These ten people will break down to five (5) Civil Engineers and five (5) Architects deriving from the respective Branch Boards of the CCEAA, which were active before the present memorandum was in force and which will be determined by the Central Board of Directors of the CCEAA. 

For the first two-year tenure, the number of Board Members will increase to eight (8) by adding two (2) additional Members. These Additional Members, a Civil Engineer and one (1) Architect will derive from the increased Natural Persons Members of the Company as they are specified in paragraph 64 and who will be specified by the retiring General Board of the CCEAA. 

During the first two-year tenure and due to the implementation of the transitional provisions of paragraphs 65 and 66 the ratios stated in paragraph 42 convert to ¾.