CONSTITUTION OF THE FOUNDATION

"ALKIONIDES U.K.”

Article 1.        Name

The name of the Foundation  is  ALKIONIDES U.K.

Article 2.        Registered Office

The registered office of ALKIONIDES U.K. Foundation will be in London.

Article 3.        Objects

The objects of the Foundation is to relieve and support needy and/or in need of financial assistance patients, sent by the Republic of Cyprus for medical treatment in U.K. hospitals.

The objects in particular have the following specific purposes:

a.         the identification and location of needy and/or in need of financial assistance patients or their families from Cyprus in London hospitals.

b.         the study – in cooperation with the relevant Authorities, where these are involved or need to be involved – of the problems facing the needy patients or their families, from appointed Representatives of the Board of Directors of the Foundation.

c.         to procure solutions of the basic or specific problems with any way is deemed appropriate (i.e. through the relevant government services, and/or other organised charitable institutions, and/or with the raising of funds by donations, events etc. or other activities.

d.         the promotion of the research and action for the benefit of persons or groups of persons in need of help.

e.         the promotion of intellectual advancement and the maintenance of good working relationships between the Members of the Board of Directors and the Members of the Foundation in order to achieve the aforesaid objects and purposes in organised manner, efficiently and completely.

f.         the cooperation with other charitable institutions for the promotion of common objects.

Article  4.       Members

Membership of the Foundation shall be open to persons approved by the Board of Directors after they submit relevant application and who wish to offer with love humbly and affection their services for the attainment of the objects of the Foundation.

Article 5.        Property and Resources

1.         The incorporation property of the Foundation will be £100

2.         The funds of the Foundation will be

(a)              annual or periodical donations of the Members or Friends of the Foundation

(b)              donations and/or gifts

(c)              income from sales and purchases (i.e. food/sweets, handicrafts and other goods).

(d)              income from other events

Article 6.        Board of Directors

The Foundation shall be governed by the Board of Directors of the Foundation comprising of the President, Vice-President, Secretary and Treasurer and will be appointed by the Members of the Foundation at the Annual General Meeting.

The first members of the Board of Directors are the following from the Founding Members:

            1.         Marie Parissinou - Nicholsby      -           President

            2.         Stella Protopapa Dineni            -           Vice-President

            3.         Linda Kyriacou                         -           Secretary

            4.         Angelos Athanassiades               -           Treasurer

The term of office of the Members of the Board of Directors shall be two years. The retiring Members may be re-elected.

Article 7.  Powers of the Board of Directors

The activities of the Foundation shall be organised and supervised by the President of the Board of Directors.

Article 8.         Meetings of the Board of Directors

1.         The Meetings of the Board of Directors shall be called by at least seven days' notice by the President or the Secretary, at the order of the President.

2.         A meeting may be called in seven days after the written request  of at least three Members of the Board of Directors to the President of the Board of Directors.

3.         At the Meetings of the Board of Directors

a.         shall be discussed  any matter proposed by a member for the promotion of the objects of the Foundation

b.         shall be discussed, decided and organised future activities of the Foundation for the attainment of its objects.

c.         shall be examined serious or general problems or matters and

d.         shall be studied and decided – by majority of the attending members – the granting of monetary assistance exceeding £100.  It is understood that the members are bound with confidentiality.

e.         The decisions of the Board of Directors shall be reached by a simple majority of the members attending the meeting and shall be valid if there is in presence the majority of the Board of Directors.

Article  9.       Duties of the Members of the Board of Directors

The Members of the Board of Directors

a.         shall cooperate between them and in close contact with the President for the attainment of the specific objects of the Foundation and generally the carrying out of the activities of the Foundation, and 

b.         shall attend the Meetings of the Board of Directors of the Foundation and, shall excuse their absence to the President beforehand if they cannot attend.

Article 10.     Resignation of Members of the Board of Directors      

A member of the Board of Directors may resign whenever he/she wishes without any obligation to explain his/her decision and his/her position will be taken by the first runner-up.

Article 11.     Duties - Powers of the President

a.         to organise the activities of the Foundation, to supervise and coordinate the activities of the Members of the Board of Directors

b.         to study and apply methods for the attainment of the objects of the Foundation and grant assistance to needy and in need of financial assistance persons by himself/herself up to the amount of £100 per month or after decision of the Board of Directors.

c.         to present for approval at the first Meeting of the Board of Directors every year, the Financial Accounts of the Foundation prepared by the Accountants-Auditors who were appointed at the General Meeting of the previous year,

d.         to represent the Foundation before any Relevant Authority and any legal proceedings before any Court or in any other procedure.

Article 12.     Duties of the Secretary

a.         to call and notify the Members of the Board of Directors of the meetings of the Board of Directors of the Foundation (7 days before) and of the Ordinary or Extraordinary General Meetings of the Foundation.

b.         to keep the minutes book where the decisions of the Board of Directors will be accurately recorded and convey those where necessary.

c.         to keep the minutes book where the decisions of the Ordinary and Extraordinary General Meetings of the Foundation and the names of the Members attending will be recorded.

d.         to keep the Register of Members of the Foundation which will record the name and surname of each Member, the number of his/her identity card, address, telephone and the date of admission and withdrawal.

Article 13.     Duties of the Treasurer

a.         to keep the accounts books to record the income and expenses of the Foundation and present/deliver those to the Accountant – Auditor of the Foundation for the annual audit.

b.         the money that are part of the property of the Foundation may be invested by the Treasurer after decision of the Board of Directors of the Foundation.

Article 14.     Right of signature

The right to sign and commit the cash available of the Foundation shall be held jointly by the President and the Secretary or the President and the Treasurer or the President and the Vice-President.

Article 15.     General Meetings

1.        Annual General Meeting

a.       The Annual General Meeting of the Foundation shall be held every year during the first six months of the year and not later than 18 months from the previous Meeting.

b.      The Annual General Meeting is called by notice of the President of the Board of Directors of the Foundation, which is sent to all Members at least seven days before the date that the Meeting will take place.

c.      The items on the Agenda at the Annual General Meeting which shall be in the notice of the President to the members, shall be:

                        a.         Board of Directors report

                        b.         The study, adoption and approval of the Audited Financial Accounts of the Foundation.

                        c.         Election of Members of the Board of Directors.

                        d.         Appointment of the Accountant - Auditor of the Foundation

                        e.         Any other matter, which the Board of Directors may raise.

d.         50% plus one person of the Members shall be a quorum at the Annual General Meeting.  In the event that in the set time for the meeting there is no quorum the Meeting is adjourned for 30 minutes and any number of Members present then shall constitute a quorum.

e.         The decisions of the Annual General Meeting shall be taken by majority of the Members present and shall bind all the Members.  Each Member is entitled to one vote only. Voting is taken by show of hands unless 1/5 of the members present demand a secret ballot.

f.         The right of be elected Member of the Board of Directors has every Member over the age of 18 years old.  A Member must be present in person at the Meeting and be seconded by another Member present and supported by a third Member also present at the Meeting in order to be candidate for election as a Member of the Board of Directors.  If there are more candidates from the Members for the positions in the Board of Directors the voting shall be by secret ballot.  In such case a Committee is elected to assist the President to carry out the election and to collect the votes.

g.         The Annual General Meeting is chaired by the President of the Board of Directors of the Foundation.

h.         The decisions of the Annual General Meeting are recorded by the Secretary of the Foundation at the minute book that is kept by him/her.

2.         Extraordinary General Meeting

a.         Extraordinary General Meetings are called:

                        1.        From the Board of Directors when deemed necessary

                        2.        From 1/3 of the Members by written demand addressed to the President of the Board of Directors noting the proposed resolution for discussion.

b.         In the event that 1/3 of the Members demand an Extraordinary General Meeting, then the President has to call an extraordinary meeting of the Board of Directors and set the date of the Meeting, which shall be not later than 30 days from the date the President received the letter from the Members. 

c.         For the calling of the Extraordinary General Meeting and the manner business is carried out, the procedure in Paragraph 1 of the present Article shall apply.  In the event, however, that the Extraordinary General Meeting that is called after the proposal of 1/3 of the Members then if there is no quorum within 30 minutes from the time set by the Members then the Meeting is dissolved without reaching any decision.

Article 16.     Amendment of the Articles

The Articles may be amended by a Constitutional General Meeting called for this purpose.

The quorum necessary for a Constitutional General Meeting is 75% of the Memebrs of the Foundation present in person.  If within 30 minutes from the time set there is no quorum the Meeting is adjourned for the same day and time of the following week.  An adjourned Constitutional Meeting shall be deemed in quorum if 50% plus one of the Members are present in person.  In the event that there is no quorum at the adjourned Meeting the Meeting is adjourned for 30 minutes and the Members present shall constitute a quorum.

The Constitutional General Meeting is called by the President, sending in time and in any event 7 days before the set date, notice to all the Members of the Foundation with the proposals for the amendment of the Articles.

Article 17.     Dissolution of the Foundation

The Foundation is dissolved and the Treasury is liquidated:

a.         With the decision of the General Meeting attended and unanimously resolved by at least 75% of the Members of the Foundation.  A decision to dissolve the Foundation is always taken by secret ballot.

b.         In the event of the dissolution of the Foundation the Board of Directors after provision of the payment of all expenses and pending payments of the Foundation transfers any immovable or movable property of the Foundation to any other registered Charitable Association.  The immovable property includes any cash of the Foundation.