MEMORANDUM

HPBU (Hellenic Pocket Billiard Union)

Articles of Association

CHAPTER I

Article 1

Establishment, Name, Seat

I. Establishment of Union by the name “Hellenic Pocket Billiard Union”, the name used for international relations of the Union.
II. The Union has management and financial autonomy under the provision of the Union Articles of Association, the provision of the Hellenic Civil Code and State Union Laws, it is a legal entity of private law, non profit and non shares.
III. The Seat of the Union is appointed at the Municipality of Athens.
IV. The Union may also establish Union offices in other parts of the country.
Organization and function of Union Branches and their relation to the Board of the
Union is arranged by Internal Regulations which in every case are to be approved by the General Assembly.

Article 2

Purpose and Tasks

Purpose and Tasks of the HPBU are particularly:
(a) Support by any appropriate means of development of Pocket Billiards in Greece and abroad.
(b) Promotion, protection and forwarding of Pocket Billiards in Greece and abroad, as well as development of tight relations between players and friends of Pocket Billiards and between players and organizations of all Billiard Sports.
(c) Culturing and forwarding of noble emulation spirit and solidarity between members of the Union.
(d) Reinforcement of every effort towards uplift, consolidation and improvement of quality of Pocket Billiards in Greece and abroad.
(e) Providing of information and education regarding Pocket Billiards and all relevant matters.

Article 3

Means of accomplishing Purpose and Tasks

Accomplishment of Union purpose and tasks is achieved by any legal means, including organization of events, seminars, conferences, exhibitions, publish of informative brochures, issue of press releases regarding Pocket Billiards, establish of awards, providing acknowledgment by any appropriate means to persons observing the internationally acknowledged principles of Pocket Billiards and finally, employment of staff and counselors, purchase of equipment and finding appropriate
venues to forward the activities of the Union.
Additionally, Union purpose and tasks may be accomplished by the following means:
I. Function either directly or in accordance with private legal entities or personal legal entities or Public Bodies in Greece and abroad, seeking to be or related already to Pocket Billiards.
II. Inform public opinion about the importance of the Union function.
III. Organizing or taking part in other events related to Pocket Billiards.
IV. Opening and observing bank accounts under the Union name, where subscriptions, contributions and donations will be collected.
V. Use of any legal means considered appropriate and necessary in forwarding Union purpose and tasks.
VI. For achievement of Union purpose and tasks, the Union may found in accordance with other entities, individuals or private legal entities, unions or other forms of union entities in Greece and abroad, take part in or cooperate with them.

CHAPTER II

Members, Types of members,
Subscription, Withdrawal, Cancellation,
Rights, Obligations,
Finances, Financial Management

Article 4

Members

I. Members of the Union are differentiated in:
1. Regular: Apart from Founding Members, the Union may acquire additional members too, called Regular Members, under the following preconditions:
(a) The number of Regular Members will be unlimited.
(b) Any individual may be a member of the Union. To be accepted as a Regular Member, an individual must:
• Be at least eighteen (18) years old.
• Submit a membership application to the Secretary of the Union Board.
• Have a membership application supported at least by one (1) Active Member (Founding or Regular) of the Union.
2. Honorary: The Union may award the title of Honorary Member to any individuals which may not be members of the Union, nevertheless they are awarded as an honorary distinction for the exceptional services they have provided in promoting the the Union purpose and tasks. Awarding of Honorary Membership is suggested by the Board of the Union or at least one fifth (1/5) of the Regular Members and is approved by the General Assembly. Honorary members do not have the right to elect or to be elected among the Elective Members of the Union. They may be present at the
meetings of the General Assembly or the Board of the Union and present their point of view and judgement without voting rights.
II. Members of the Union must have the capability for legal transaction.
III. Membership capacity is self limited (“ad personam”) and is acquired from the date of registration to the official registry of the Union.
IV. Every registration is approved by the Board of the Union after submission of membership application by the individual party in interest.
V. Members are registered in the official registry of the Union with their union serial number, date of birth, membership category, address and year of birth.

Article 5

Membership Rights

I. Members of the Union have the right to:
a. Participate on equal basis to the General Assembly under the precondition to have fulfilled their financial obligations to the Union.
b. Express their point of view with voting rights.
c. Vote for the Elective Members of the Union.
d. Be elected among the Elective Members of the Union.
The Honorary Members of the Union, when participating at the meetings of the General Assembly are deprived of voting rights, as well as rights to elect and to be elected.
e. Relish the benefits and every right derived from their capacity as Union members.
f. Withdraw freely from the Union. Withdrawal must be notified at least three (3) months prior to the end of the accounting year and is applicable until the end of it.
II. Members of the Union that withdraw, may re-register.
III. A member has no right to vote, if the decision of the General Assembly concerns the attempt of legal transaction or rising or abolition of legal trial between the Union and the member or consort of the member or relative by blood of the member up to the third (3rd) degree.

Article 6

Membership Obligations

I. All members are equal and share the same rights and obligations towards the Union, except those cases which are clearly noted in this Articles of Association.
II. Members are obliged to fulfill their financial obligations to the Union, as they are defined by this document and the authorized or provisioned decisions by the competent Union Bodies.
III. Members of the Union are obliged to:
a. Contribute to fulfillment of the Union Purpose and Tasks.
b. Be present at the meetings of the Union General Assembly.
c. Be part of Union activities.
d. Deposit their registration expense to the Union.
Members that withdraw and re-register before the end of the same year are not obliged to re-deposit their registration expense.
e. Deposit their annual contribution and any extraordinary contribution that may
be needed to the Union. The Honorary Members are not subjected to any financial charge.
f. Exhibit collegial behavior and solidarity between them.
g. Observe the internationally recognized Rules of Pocket Billiards and have their interrelations held in noble emulation.
h. Comply with State laws regarding Unions and this Articles of Association, decisions of the Union Board of Directors and the Union General Assembly.
IV. Every violation of provisions and decisions of the Union Bodies, draws the appointed disciplinary control.

Article 7

Disciplinary Control

I. The disciplinary control is exercised by the Board of Directors and consists of:
a. Rebuke
b. Temporary expulsion from the Union up to a one (1) year period.
c. Permanent membership Cancellation from the Union.
II. Any member of the Board of Directors is excluded from the disciplinary meeting if with the person to be judged is:
a. Family related up to the fourth (4th) degree.
b. Having any particular friendship or enmity.
c. The member of the Board may be excluded if it is asked to and approved by the Board.
III. The disciplinary control procedure may be initiated by the Board of Directors.
IV. Against the disciplinary decision of the Board for applying disciplinary measures, there may be a protest before the General Assembly within two (2) months from official notification of the decision.
V. Decisions regarding exercise of disciplinary control are taken by secret vote.

Article 8

Membership Cancellation

I. The Board of Directors, for serious reasons like the ones noted in Article 6 of the Union’s Articles of Association and the State laws regarding unions, may decide the membership cancellation of a Union Member.
II. Membership cancellation is decided mainly upon:
a. Member’s failure to fulfill financial obligations to the Union for one (1) year.
b. Member’s final conviction of felony in a Court of Law.
III. Any cancelled membership may be re-registered under relevant decision of the Board of Directors, if reasons for cancellation are extinct or those remain are of no importance.

Article 9

Finances

The Union is financed by:
a. Regular annual contributions of Union Members and their registration expense.
b. Extraordinary contributions of Union Members.
c. Income derived from Union property.
d. Donations, acts of inheritance, bequests to the Union.
e. State subsidy
f. Subsidy of any foreign agency
g. Income from organizing events and general activities relevant to Union purpose and tasks.
h. Any kind of property acquired through Union function.

Article 10

Financial Management

I. Financial management of the Union is effected based on budget of income and expenses drawn by the Board of Directors and approved by the General Assembly, applicable from January 1st up to December 31st of each year.
II. Up to approval of next year’s budget, takings and payments can be made according to previous year budget.
III. Balance and account of each year, as well as report of the Audit Committee, are mandatorily submitted for approval to the General Assembly within three (3) months from the end of the accounting year.

CHAPTER III

Article 11

General Assembly

I. The General Assembly is the highest and dominant body of the Union.
ΙΙ. It consists of the President and the Secretary which are elected before the start of the General Assembly meeting by the present members of the Assembly, as well as the present members of the Union.
III. The General Assembly meets regularly once (1) per year within the first quarter of the year, and occasionally when called in by the Board of Directors.
IV. Convocation of the General Assembly may also be called in by Regular Members of the Union, with a written application of one fifth (1/5) of members, as well as the Audit Committee in case of account malfunction. Application of calling for an Assembly is addressed to the Board of Directors and must state the agenda to be discussed. In both of these occasions, the Board of Directors is obliged to convene a General Assembly within ten (10) days. In case of inactivity or refusal convocation is decided by competent Court of Law.
V. Regular Members are called in at the General Assembly after invitation from the President and the Secretary General of the Board of Directors at least ten (10) days earlier. Honorary members are called in by any appropriate means.
VI. The invitation states the agenda as well as the convocation time and place of the General Assembly.
VII. The General Assembly addresses exclusively the agenda items. Those are determined by decision of the Board either in own motion or after proposition by at least one fifth (1/5) of Regular Members, at least ten (10) days before the meeting.
In exceptional cases the Assembly may address urgent affairs concerning the Union that revealed in the period between invitation and meeting date, as long as all present members agree and all absent members offer a written consent.
VIII. Protest against decisions of the General Assembly can be made in Court of Law, if they are taken by violating Union Law or provisions of this Articles of Association.

Article 12

Meeting of the General Assembly

I. Union members come in person to the meeting and sign in the relevant book.
II. General Assembly is in quorum when at least one third (1/3) of the financially neat members is present. If there is no quorum in the first meeting, an iterative one is called on the exact same agenda after a minimum of seven (7) days and is in quorum if at least one sixth (1/6) of the financially neat members is present.
III. Decisions are taken by absolute majority vote of present members, unless it is defined otherwise in the Articles of Association or the Union Law. In case of tie, the vote of the meeting President prevails.
IV. Decisions of the General Assembly are taken by open vote except those related to elections for Union bodies and matters of individual concern.
V. The legal counselor of the Union may be present at the General Assembly meeting.
VI. Meeting records are signed by the meeting President and Secretary and are delivered to the custody of the Union Secretary General.

Article 13

Responsibilities of the General Assembly

I. The General Assembly upon meeting addresses issues brought to it for discussion.
II. The General Assembly has general responsibilities except the following matters which are exclusively addressed by it:
a. Approval of financial budget, economic balance, financial review.
b. Review of work by the Board of Directors after the end of each year.
c. Election of members for the Board of Directors.
d. Election of members for the Audit Committee.
e. Election of a three (3) member election committee when elective tasks are performed, with relevancy to procedure, sorting and promotion of candidates.
f. Supervision and control of the Board of Directors
g. Cessation of members of the Board of Directors and members of Audit Committee for serious reasons or heavy violations of duty or incompetence to perform regular management.
h. Protest against decisions of the Board of Directors
i. Exercise of disciplinary control against members of the Union.
j. Decision for accession to national unions or foreign broader ones.
j1. Modification of the Union Articles of Association.
j2. Approval of Internal Regulations.
j3. Suspension of the Union function.
j4. Dissolution of the Union.
III. In cases of j1, j2, j3, j4, in order to take a decision, voting participation of at least
half + 1 Regular Members is required and their ¾ majority vote.
CHAPTER IV

Article 14

Board of Directors

I. The Union is managed by a Board of Directors which consists of five (5) members, one (1) President, one (1) Vice President, one (1) Secretary General, one (1) Treasurer and one (1) Counselor, all salary-less and elected together with their substitutes by the General Assembly of Regular members.
II. The term of office for the Board members is three (3) years. Members of the Board that withdraw are replaced by their substitutes according to their order of election.
III. The Board meets regularly once (1) every three (3) months and occasionally as much as needed. At the meetings of the Board the Union legal advisor may be present after a relevant invitation.
IV. Convocation of the Board is called in after invitation by the President and in case of President’s impediment by the Vice President. The convocation may be called for in written application submitted to the President of the Board by at least three (3) members of the Regular Board Members, on which the agenda is stated. If the President refuses or fails the Board convocation for more than five (5) days, then it is called valid by the members signed and submitted the application.
V. In every case the application must state the day, time, place and the agenda, briefly but always in a precise and clear manner. The Board of Directors meets at the Seat of the Union or any other appointed place within the Basin of Attica.
VI. The President, when absent or impeded, is deputized by the Vice President.
VII. The Board of Directors meeting is in quorum when at least three (3) of the Board members are present. Decisions are taken by majority vote of present members and in case of tie the President’s vote prevails.
VIII. In case of discussion about an affair related to a Board member, the member is called in as usual but does not participate in the discussion.
IX. For every meeting the members are called in at least five (5) days earlier by written invitations including statement of the agenda.
X. In absolutely exceptional cases the Board members are called in on the same day of the meeting by any appropriate means.
XI. A Board member which does not attend for three (3) consecutive regular or occasional meetings is considered to have been resigned, unless impeded for serious reasons and those reasons are timely notified to the President of the Board.
XII. In case three (3) of the Board members resign together with their substitutes, management of the Union is taken up by a Temporary Steering Committee consisting of the remaining members of the Board, in competence for convocation of a General
Assembly in order to conduct elections.
XIII. Members of the Board are not allowed to be employed by the Union, nor to contract in “quid pro quo”, reward or any profit in general.
XIV. Merchants of Billiard items and shareholders, partners, managers and members of any limited company board of directors and every kind of trading company having as scope of work marketing or manufacture of Billiard items, are not allowed to be members of the Union Board of Directors or the Audit Committee.

Article 15

Responsibilities of the Board of Directors

The Board of Directors:
a. Manages the Union.
b. Exercises disciplinary control upon Union members and in case of impediment, this task is exercised by the General Assembly.
c. Decides on member registration, as well as cancellation.
d. Executes the decisions of the General Assembly.
e. Is in custody of compliance with provisions of the Articles of Association.
f. Appoints committees consisting of Union members for dealing with Union affairs.
g. Manages the property of the Union.
h. Decides on disposal of expenses for achieving the goals of the Union.
i. Defines the cost of the registration fees and the annual contribution for members of the Union, as well as the cost of extraordinary contributions.
j. Ensures for acceptance of heritage, bequest and donations upon condition.
j1. Decides on representation of the Union before a third party and State authorities in Greece and abroad.
j2. Appoints a legal counselor of the Union or other Scientific or Technical counselors.
j3. Appoints staff members to the Union offices and concludes contracts with individuals offering their services to the Union.
j4. Organizes seminars, as well as every kind of activity aiming at propagation of Pocket Billiards.
j5. Founds offices besides the Union Seat.
j6. Recommends Honorary Members of the Union to the General Assembly.
j7. Deals with every affair relevant to the Union.
j8. Redacts budget, balance and account and submits those to the General Assembly for approval.
j9. Undertakes extraordinary initiative in purpose of general promotion of Pocket Billiards and notifies about it all Union members.
j10. Is obliged to notify in any appropriate way all Union members about all decisions of the Board.

Article 16

Responsibilities of the Members of the Board of Directors

I. Responsibilities of the President of the Board of Directors.
The President of the Board of Directors:
a. presides and directs the meetings of the Board which convenes in regular or extraordinary meeting, defines the agenda and sets the issues to the vote,
b. exercises general supervision for compliance to the Articles of Association, execution of General Assembly and Board decisions taking every measure for ensuring Union interests,
c. signs alone every exact copy of the original Union documents of all types,
d. co-signs with the Treasurer bills of exchange, bills or checks,
e. represents the Union before every Court of Law and every State authority,
f. represents the Union in Greece and abroad.
II. Responsibilities of the Vice President of the Board of Directors.
The Vice President of the Board of Directors substitutes the President when absent or impeded in all duties.
III. Responsibilities of the Secretary General of the Board of Directors.
The Secretary General of the Board of Directors:
a. signs every Union document except those signed by the President as above,
b. redacts and keeps minutes of Board meetings, and is in responsibility for correspondence and announcements of the Union,
c. observes and keeps the file registry, member registry and the Union stamp,
d. redacts and submits to the Board for approval the annual activity report which, when approved, presents to the General Assembly.
IV. Responsibilities of the Treasurer of the Board of Directors.
The Treasurer of the Board of Directors:
a. co-signs with the President in cases particularly stated in the Articles of Association,
b. observes and keeps the treasury of the Union, observes the book of income – expenditure, as well as any other relevant to the responsibilities of the Treasurer book or data imposed by the Law and the Articles of Association,
c. suggests to the Board at the end of each quarter the expenditure approval of the treasury during the last quarter of the year,
d. signs receipts of money from any individual, public or private corporation, proof of money withdraw from Banks, Public, Private, Municipal or Community funds and organizations and from the Deposit and Loan fund, and ensures for collection of member contributions by issuing duplicate receipts.
V. The Board by decision is entitled to assign execution of particular actions or tasks to one or more members of the Union, especially in cases of absence or impediment of someone from the Board members.

CHAPTER V

ELECTIONS

Article 17

Election of Elective Members of the Union

I. Those who wish to be elected as members of the Board of Directors or the Audit Committee, submit a relevant application to the Board of Directors within a time limit defined by the Board of Directors, under the condition of having fulfilled their financial obligations to the Union.
II. The application of candidacy is submitted only by Regular Members meeting the conditions of the Articles of Association.
III. The names of candidates in alphabetical order and separately for the Board of Directors or the Audit Committee are disclosed in time to the members, and recorded on the same ballot.
IV. By secret vote the members of the Union elect the Elective Members marking on the left side of the name – with a cross – the candidates of their preference, maximum up to five (5) for the Board of Directors and up to three (3) for the Audit Committee.
V. As Elected Members are declared those who received more votes in order. Five (5) of them constitute the Board of Directors and the next three (3) are Substitute
Members of the Board, and the three (3) first from the Audit Committee candidate list constitute the Regular Members of the Audit Committee and the next two (2) the Substitute Members of the Audit Committee.
VI. In case of tie the successful candidate is declared by draw between the candidates that shared equal number of votes.
VII. Those elected for the Board of Directors form into Body and allocate between them the responsibilities stated in paragraph I of Article14, in order to undertake management of the Union.

Article 18

Audit Committee

I. From the General Assembly of the Union members, at the same time of conducting elections to elect the members of the Board of Directors, the Audit Committee is elected from the Union Regular Members, consisting of three (3) Regular and two (2) Substitute members. All financially neat Regular Members of the Union complying with requirements of the Articles of Association are entitled to be elected for the Audit Committee. The capacity of member of the Audit Committee is incompatible with the capacity of member of the Board of Directors.
II. The term of office of the Audit Committee always follows the term of office of the Board of Directors.
III. The responsibility of the Audit Committee consists of follow and control regarding financial management by the Board of Directors. Control of management activities of the Board, particularly of the Treasurer, is unlimited and in any time. The Audit Committee is entitled to obtain knowledge of all books and documents of the Union, examine them, ask information from the members of the Board of Directors which are obliged to offer immediately and readily and control at any moment the treasury of the Union.
IV. At the end of the term of office the Audit Committee redacts and submits a report on the management by the Board of Directors to the General Assembly.
V. The Audit Committee observes a separate book of minutes, which is numbered, signed and stamped with the Union stamp by the President and the Secretary General of the Union.
VI. Replacement of a Regular Member of the Audit Committee after resign or withdraw in any way is done in the same manner provided by the Articles of Association and the Law for replacement of a member of the Board of Directors.

CHAPTER VI

GENERAL PROVISIONS

Article 19

Compensation of Members of Management

I. Members of the Board of Directors or the Audit Committee are not allowed to provide service to the Union by employment relationship or contract or rendering of services or conclude contracts with the Union that imply receiving “quid pro quo”.

Article 20

Modification of Articles of Association

I. The Union has the facility to modify the Articles of Association by Statutory meeting majority vote under the particular provisions of the Law and the Article 13 of this document.
II. Every modification is valid from the next day of registration in the relevant books of the Court of the first instance.

Article 21

Internal regulations

I. Issues regarding the internal function of the Union may be regulated by internal regulations.
II. By decision of the Board of Directors internal regulations are introduced to the General Assembly for approval.

Article 22

Dissolution of Union

I. The Union, except in cases provided by current legislation, is dissolved by decision of the General Assembly in convocation for this particular purpose and in quorum when ½ of the financially neat voting members are present, and the decision of dissolution is always taken by majority vote of the ¾ of present voting members.
II. The actual General Assembly deciding on dissolution of the Union, elects the liquidators from all the financially neat Regular Members and Honorary Members, their number being three (3), deciding specifically for the fate of Union property remaining after liquidation.

Article 23

Stamp

I. The Union has a round stamp bearing the year of founding in the middle and the name of the Union at the periphery.

Article 24

Books of the Union

I. The Union is obliged to observe the following Books:
(a) Book of Member Registry, where noted in numbered order the name and surname, profession, address, ID number, date of registration and cancellation of each member,
(b) Book of minutes of General Assembly meetings,
(c) Book of minutes of Board of Directors meetings,
(d) Book of income – expenditure in which the Treasurer is obliged to record in chronological order all collection and payments of the Union, without undue
postponement and in any case within the time limits defined by the law,
(e) Book of minutes of Audit Committee meetings,
(f) Book of union property,
(g) Book of minutes of every Union Committee meetings.
The Union may also observe other Books according to function needs.

Article 25

I. The Union is entitled to take part in broader unions or similar unions, resident or foreign, by a relevant decision of the General Assembly. Regarding representation and relation of the Bodies to the Union, provisions of the present Articles of Association and the relevant laws apply “pro rata”.
II. Actions of the Union bodies are in power and binding to the Union, insomuch within their competence framework are taken during their term of office.

Article 26

The General Assembly is defined as responsible for settlement of any ambiguity present in the Articles of Association, while for every case not provided in this Articles of Association, provisions of the Civil Code and the Introduction of Law apply accordingly.

Article 27

This Articles of Association consisting of twenty seven (27) Articles was discussed and adopted pursuant to Article and in total by the Statutory meeting of the Founding Union Members on 6/12/2015 in Athens of Attica.

The Union Founding Members:

1. Nikos Ekonomopoulos
2. Alexander Kazakis
3. John Vassalos
4. Nick Malai
5. Angelos Grispos
6. Stratos Sarantopoulos
7. Spyros Katsoufris
8. Petros Andrikopoulos
9. Nikos Berberidis
10. Antonios Malixoutsakis
11. Andreas Veloudos
12. Theodore Bitsaxakis
13. Lefteris Karamolegos
14. Bill Vrodos
15. Nick Andriopoulos
16. Thomas Pallantzas
17. Kostas Paspastis
18. Nikos Karipidis
19. Kostas Chouliaras
20. Bill Gioldasis
21. Andreas Chatzipavlis
22. Dimitrios Chronopoulos
23. Spyros Papadopoulos
24. Stelios Sivissidis
25. George Lampadaris
26. Dimitrios Kalogeras
27. Spyros Metaxoulis
28. Iordanis Pitsalidis
29. Georgios Kyriakopoulos
30. Giorgos Milonas
31. Giannis Toulas
32. George Grigoriadis