A. FOUNDATION – SEAT – SCOPE
Β. MEMBERS, RIGHTS AND OBLICATIONS
C. RESOURCES
D. ADMINISTRATIVE COUNCIL
E. GENERAL ASSEMBLY
F. ELECTIONS
G. AUDITING COMMITTEE
H. DISSOLUTION OF THE HELLENIC SOCIETY FOR SYSTEMS STUDIES
I. GENERAL PROVISIONS

A. FOUNDATION – SEAT – SCOPE

Article 1

A Scientific Association under the name “Hellenic Society for Systemic Studies” (abbreviated as HSSS) is hereby founded with its seat in Athens, Greece.

The seal of HSSS, in the English language, is composed of two concentric circles around a symbol of the sun while the title “HELLENIC SOCIETY FOR SYSTEMIC STUDIES 2003”, is inscribed inside the circles.

The Administrative Council (AC) of the HSSS has the authority to decide the institution of Local Chapters that are founded, organized and operated according to Special By-Laws approved by the AC. In addition, the AC may decide the creation of Collective Bodies or Work Groups on specialized application fields of Systemic Analysis that promote the goals of the Society. In case the AC does not approve such a creation, the regular General Assembly (GA) may take a pertinent final decision.

There exists no time limit on the operation of the Society.
Article 2

The goal of HSSS is the promotion of Systemic Analysis mainly in Greece. More specifically:

1. the growth and dissemination of methodologies and applications of Systemic Analysis in Science, Technology and Administration.

2. the recognition of Systemic Analysis in the Public Sector, private enterprises and Organizations of the Public and Private Sector.

3. the consolidation of the prestige of a Systemic Analyst

4. the promotion of research and teaching on Systemic Analysis in [academic] education and professional training

5. the exchange and distribution of information relative to Systemic Analysis in Greece and internationally.

6. the provision of possibilities to its members for professional and scientific advancement.
Article 3

The realization of the goal of HSSS is sought (among others) with the following means:

1.. implementation of lectures, discussions, seminars and organization of conferences and other scientific activities:

2. publication of a scientific journal, information bulletin and other publications.

3. collaboration with national and international scientific societies that seek similar aims.

Β. MEMBERS, RIGHTS AND OBLICATIONS
Article 4

The members of HSSS are distinguished into Regular, Special, Honorary, Collective, Sponsor and Student members following a decision of the AC.
Article 5

Regular Members, as a prerequisite, should:

1. have graduated from an accredited Higher Education Institution including Greek Universities or equivalent foreign academic institutions

2. hold a postgraduate degree (equivalent to a Master of Science title at least) in Systemic Analysis or a field related to Systems [Science] or, alternatively, to possess at least three years of proven professional or research experience in a related sector.
Article 6

Graduates of Higher Educational or Technological [Polytechnic] Institutions [Colleges] in fields detailed in the Article 5 may be admitted as Special Members.
Article 7

Persons who have contributed considerably to the progress of Systemic Analysis or have contributed exceptional services in the interest of promoting and aiding Systemic Analysis may be admitted as Honorary Members..
Article 8

Public or private legal entities, enterprises, banks and other organizations that are interested in the goals of HSSS may become Collective Members. Collective Members participate in the activities of HSSS via a representative..

Public or private legal entities, enterprises, banks and other organizations that provide financial donations and other assistance to HSSS may become Sponsor Members.

Students of Higher Education Institutions and Technological [Polytechnic] Institutions [Colleges] that have attended courses related to Systems [Science] may become Student Members.
Article 9

1. Regular Members have the right to speak in General Assemblies (GAs). They also have the right to vote, elect or be elected.

2. While Special and Honorary Members have the right to speak in GAs, they do not have the right to vote, elect nor be elected.

3. Collective Members have the right to speak in GAs and the right to vote via their representatives.

4. If the representative of a Collective Member is also a Regular Member of HSSS then he (or she) may maintain this identity although he (or she) is entitled to one vote only.

5. Sponsor Members and Student Members do not have the right to vote, elect nor be elected.
Article 10

1. The AC is responsible to make the decisions pertaining to the members of HSSS described in Article 4.

2. In order to be admitted to HSSS, candidates who wish to become Regular Members (if they are not founding members), Honorary Members and Student Members must submit a written recommendation of 2 [other] Regular Members of the Society, in which it is stated that they possess the required qualifications according to Articles 5, 6, 7 and 8 and that they accept fully and unconditionally all the Provisions of this Charter.
Article 11

1. Regular, Special and Student Members of HSSS are obligated to pay the following dues:

1.1. an one-time-only registration fee

1.2. annual subscription dues

1.3. any additional fees stipulated by the GA which aim for the achievement of the goals of HSSS.

2. Honorary Members are not obliged to pay the aforementioned dues.

3. Collective Members do not have to pay a registration fee.

4. Student Members pay one third (1/3) of the annual subscription dues of Regular Members.

5. The amount of the Registration Fee and the Annual Subscription Dues of HSSS members (that come into effect on January 1st of each year) are determined by a decision of the GA following a recommendation by the AC.

6. Members that have paid off their annual subscription dues are considered to be financially in order.
Article 12

1. Any member may withdraw from HSSS on one’s own volition by submitting a pertinent application.

2. A member who delays the payment of his or her dues for at least three (3) years may be expelled from the Society by a decision of the GA following a proposal of the AC. A written notification of the member precedes this action.

3. A member for whom it may be substantiated, with supporting evidence that his or her behavior damages the interests of HSSS, may be expelled from the Society ipso jure [at once] by the HSSS by a decision of the GA following a proposal of the AC.

C. RESOURCES
Article 13

1. The (monetary) resources [income] of HSSS include:

1.1. annual subscriptions and the one-time-only fee of members right registration of [registration fee]

1.2. special fees that are determined by the GA

1.3. income from journals, leaflets and other publications of the Society

1.4. attendance fees in seminars, conferences etc

1.5. State subsidies

1.6. donations, bequests or other subsidies as well as any other resources that are not contrary to the Charter of the Society, following a decision of the AC, that does not offend the public’s sense of decency, the public order (in general) and the intellectual aims of HSSS

1.7. interest and income that emanates from the assets of the Society

2. The amount of journal subscriptions dues, publication price and attendance fees in seminars and congresses is determined by a decision of the AC.

D. ADMINISTRATIVE COUNCIL
Article 14

1. The HSSS is managed by the Administrative Council (AC) that is elected by the Regular Members with secret balloting [voting] according to the Articles of Chapter [Part] F.

2. Members of the AC may be elected only among Regular Members who are financially in order and enjoy full legal rights.

3. The composition of the AC includes a President, a Vice-President, a Deputy Vice-President, a General Secretary, a Treasurer and a Special Secretary all with a two-year tenure; five (5) AC councilors with a two-year tenure are also included.
Article 15

1. The regular GA of the Society elects eleven (11) regular and five (5) surrogate members of the AC of the Society from the Regular Members as defined in Article 5 with procedures provided in the Article 30 of the Society’ charter.

2. A member of the AC may at the most be vested with one office [rank] among of those reported in paragraph 3 of Article 14.

3. In case of resignation or retirement [withdrawal] (on any grounds) or forfeiture of members of the GA, the AC calls upon surrogate members on the basis of their voting ranking to occupy the empty positions. In the case of resignation of the entire AC, no substitution by surrogate members takes place; new elections are held instead..

4. The AC may be recalled by a regular or a special GA meeting that is convened for this purpose according to paragraph 4 of Article 25.
Article 16

1. Elections for a new AC are held by a Returning Board (RB), the members of which are elected by the regular GA on a date determined by the AC. Voting procedures and the participation of regular members in balloting are determined in Chapter F.

2. Within 10 days after the elections and following an invitation by the President [Chairperson] of the departing AC, members elected for participation into the new AC of the Society are gathered and the responsibilities of these new members are determined. The President, the Vice-President, the General Secretary, the Treasurer and the Special Secretary are voted by secret balloting. In case of equality in the votes the, voting is repeated with the two prevailing candidates.
Article 17

1. The AC convenes bimonthly on a regular basis following an invitation of the President that sets the agenda; the AC may also convene on an extraordinary basis when an important occasion warrants it. The invitation should be dispatched to members of the AC at least six (6) business days before its assembly and must be accompanied by all necessary material for the discussion of the items on the agenda.

2. The President is obligated to convene the AC if this is requested by at least three (3) AC members with a [written] petition on which the topics suggested for discussion should be written.

3. The AC is found in quorum and may hold its session if half plus one of its members are present.

4. The decisions of the AC are taken by the majority of present members and are registered in a minutes signed by the General Secretary.

5. Copies or extracts of the minutes of the AC are issued by the General Secretary and are signed by the General Secretary and the President..
Article 18

A member of the AC who is absent for more than three (3) (regular or special) meetings may be expelled from its position with a decision of the AC. A member of the AC who is absent in most regular meetings within a calendar year is expelled from its position ipso jure. A member of the AC that is expelled from its position is substituted according to Article 16, paragraph 2.
Article 19

In case the departing member has held an office in the AC, the voting procedure for filling the position of this member takes place on the very next meeting of the AC in the presence of the new AC member.
Article 20

The AC manages the HSSS in a responsible manner according to Laws and this Charter and decides on every subject that concerns the achievement of the goals sought with the exception of those matters and actions that are to be decided by the GA as anticipated and stipulated by the following articles of this Charter. More specifically, the :

1. manages the property of HSSS and determines the annual subscription dues of its members

2. hires the necessary clerical personnel and determines its remuneration

3. hires or leases real estate for the needs of HSSS

4. executes the decisions of the GA and applies the Charter

5. decides, on behalf of HSSS, on its participation in or cooperation with other scientific societies for its participation in conferences that take place in Greece or abroad, by appointing its representatives
Article 21

1. The President of the AC, in addition to his or her other duties determined in this Charter, monitors and directs the activities of the Society and proposes to the AC the annual action plan and the budget of the Society; represents the Society in all its relations to third parties, extra judicially, in the courts and to state authorities; executes the decisions of the AC and signs all outgoing documents in general (along with the General Secretary) as well as the warrants of payment (along with the Treasurer)..

2. In special cases of representation of the HSSS (ISSS, EURO etc), it lies within the authority of the President, following a consenting opinion of the AC, to relegate the representation of HSSS to another member of the AC.

1. When the President is absent or is hindered, he or she is substituted by the Vice President or, in case of absence of the Vice President, the Deputy Vice President. The President, following a consenting opinion of the AC, may relegate some of his or her duties to the Vice and Deputy Vice President who are obligated to exercise them with responsibility and effectiveness.
Article 22

1. The General Secretary directs the Secretariat, maintains files and the seal of HSSS, supervises the maintenance of the registry of HSSS members and is responsible to the AC for its regular briefing. The General Secretary is responsible for authoring minutes for the AC, carries out and completes all correspondence of HSSS signing it along with the President. The General Secretary brings to the attention of the President incoming documents. Finally, the General Secretary cooperates with the President in drafting an agenda for every meeting, attending to the collection of all items pertaining to the matters that are to be discussed.

2. The General Secretary compiles an annual [assessment] report for the activities of the AC..
Article 23

The Special Secretary substitutes the General Secretary in case of absence..
Article 24

1. The Treasurer is in charge of managing monetary and other movable assets of the HSSS; the Treasurer may collect directly or via an employee who has been specifically authorized by the AC, any monetary amount owed to HSSS by its members or offered to HSSS by the State, banks, Limited Liability Companies or any other organizations or individuals; the Treasurer may deposit into the bank all income except an amount (smaller than a maximum limit determined by the AC) that is used for the operational expenses of HSSS; the Treasurer may receive from the bank any monetary amount with a check signed by the President or, in case of absence, by the General Secretary; the Treasurer may carry out payments with money orders countersigned by the General Secretary; every three months or whenever requested by the AC, the Treasurer submits a short report on the situation of HSSS funds; the Treasurer draws the annual balance sheet and management report and submits these to the AC for approval. The fiscal year is considered to coincide with the calendar year.

2. In case the Treasurer is not in a position to fulfill his or her duties, he is replaced by a member of the AC, appointed by the AC.

E. GENERAL ASSEMBLY
Article 25

1. The GA is the highest body of the Society. It decides on every subject submitted to it that is relevant to the realization of the scope of HSSS. When in session, the GA elects its Chairperson and two Secretaries by a hand vote.

2. GA of HSSS are regular or extraordinary.

3. The regular GA of HSSS is convened by the AC once per year within the first two months of the year.

4. When a need arises, GA of HSSS may be convened by the AC. Such an extraordinary GA may also be convened by the AC upon a written request submitted to the AC by at least one tenth of Regular Members (that, in absolute number, cannot be less than 20 Regular Member) that are financially in order; the request must mention the reason for calling an extraordinary GA.

5. In such a case, the AC is obligated to convene the special GA within 20 days from the submission of the request and must include in the agenda the topic(s) requested to be discussed.

6. Further to those subjects/topics/issues/items provided by the law and this Constitution, the GA has the following responsibilities:

6.1. it may approve the annual proceedings and the annual management report [review] submitted to it by the AC.

6.2. it may approve the annual action plan and the budget submitted to it by the AC

6.3. it may withdraw members from the HSSS or members of the AC from assigned office

6.4. it may modify this Charter

6.5. it may purchase real estate and may sell variable and fixed assets of HSSS

6.6. it may dissolve HSSS

6.7. it may examine complaints directed against the AC or the Auditing Committee related to the implementation of their duties..
Article 26

Members that are financially in order have the right to attend GAs..
Article 27

Invitations for the GA meetings are by the President and are cosigned by the General Secretary who ensures that they are mailed by post to each registered member at least ten (10) days prior to the date of the GA meeting. The invitation bears in detail the location and the time of the GA meeting as well as the agenda; the invitation also bears the location and time of a repeat meeting of the GA should such a condition arise. The invitation is posted at the offices of HSSS and appears in a daily newspaper published at the seat of HSSS.

1. On the first regular annual meeting of the GA following the election of a new AC::

1.1. The AC submits the Budget and the Annual Report of the preceding year as well as the Action Plan and the [Draft] Budget for the following year to members for evaluation.

1.2. The Auditing Committee submits its report.

2. It is mandatory that the following items are included in the agenda of the second regular GA:

2.1. submission by the AC of a report on its proceedings for the last two years

2.2. submission of the Budget and the Annual Report for the previous year

2.3. a report by the Auditing Committee on the previous items 1.1 and 1.2 of this article

2.4. approval of the Budget, the Annual Report and the AC proceedings report

2.5. discharge of the AC from any responsibility

2.6. approval of the Budget and the Action Plan for the following year.

2.7. election of a three-member RB, with an equal number of surrogate members, for the implementation of balloting according to Chapter G of the present Constitution.

2.8. proposals [suggestions] for [new] members
Article 28

1. A regular or special GA meeting is considered to be in quorum when it is attended by at least one third of the members who are financially in order. Quorum is not in case attained on the first meeting of a GA, a repeat meeting with the same agenda takes place within a time interval not shorter than 6 days and not longer than 15 days. The repeat meeting of the GA is considered to be in quorum regardless of the number of attending members. Any decisions that are taken by the GA in violation of the articles of this Constitution are null and void and consequently do not produce any results.

2. Regarding any modifications of the present Constitution or dissolution of HSSS, the GA is considered to be convened in a valid manner when at least half of its regular members who are financially in order are present..
Article 29

1. Topics that are included in the agenda are discussed in GAs.

2. 2. Decisions are taken as follows

2.1. GA decisions are taken by the absolute majority of attending members who are financially in order.

2.2. GA decisions that refer to:

2.3. An enhanced majority is required in order to make decisions on the following topics:

2.3.1. a majority of two thirds (2/3) of present members who are financially in order is required for matters related to confidence or of a personal nature

2.3.2. a majority of three fourths (3/4) of present members who are financially in order is required for the modification of the present Charter.

F. ELECTIONS
Article 30

Balloting for the appointment of a new AC, as defined in Article 14, as well as for the appointment of a three-member Auditing Committee is carried out every two years on the date of the meeting of the specific GA that is set by the AC; balloting is managed by a RB elected by the GA.
Article 31

1. Members of the AC are elected by voting of the attending members only (no absentee voting allowed) carried out in Athens; only those members who are financially in order may participate.

2. Members of the AC and the Auditing Committee may be elected only among Regular Members who are financially in order.

3. Those who wish to be elected as members of the AC and the Auditing Committee are obligated to submit a candidacy application at least 15 days before the date on which elections are to be held.

4. Candidacy of a member for a position in AC or the Auditing Committee may be proposed even orally by at least one member who is financially in order. In this case, provided that the proposed member accepts the candidacy, the procedure outlined in paragraph 3 is followed.

5. During a meeting for the GA, while in session may approve new candidacies.
Article 32

All Regular Members vote in front of the RB that takes appropriate measures for a smooth and flawless implementation of balloting.

More specifically, the RB has the following competences:

1. The RB collects the ballot box from the HSSS offices, places it on a table and seals it with wax.

2. In addition, the RB collects, from the General Secretary, the Regular Members list with a right to vote. The such list may be supplemented by RB during voting with the names of those Regular Members who are not included in the list but bear on themselves a (related) certification [receipt] that proves they have paid off late subscription dues by or on the voting date and have thus regained their voting rights.

3. Each voter turns out in front of the RB, his or her identity is ascertained and the voting list is consulted so as to confirm that he or she has the right to vote; following this confirmation, the voter places his or her vote inside a sealed envelope and casts it into the ballot box; at this time, the voter is stricken out from the list that includes those members that have the right to vote and his or her name is entered into a list of the members who have voted, which is maintained by the RB.
Article 33

When the voting is completed, the RB draws up a ballot protocol to which a list of names of members who have voted is attached. The RB nominates the candidates who are elected into regular members of the AC and Auditing Committee in decreasing order on the basis of the votes obtained. The RB compiles, again in voting order, a table of runner-ups who are considered to be substitute members of all the AC and Auditing Committee (regular) members. The proceedings record is signed by all the members of the RB and is submitted by the RB Chairperson to the President of the departing AC.

G. AUDITING COMMITTEE
Article 34

1. Auditing and supervision of management carried out by the AC is assigned to the Auditing Committee, which is consists of three HSSS members elected along with the members of the AC, for a two year tenure.

2. In its first meeting, the Auditing Committee elects its Chairperson who coordinates its activities.

3. The Auditing Committee supervises and controls financial-administrative actions as well as other activities of the AC and the Treasurer mainly as pertaining to their agreement with legal provisions, this Charter and GA decisions. The Auditing Committee is entitled to examine financial documents and books of the HSSS and carry out checks on the balance of the treasury. The Auditing Committee draws up a report on the administration carried out by the AC and the Chairperson or another member of the Auditing Committee submits the report to the GA via the AC.

4. The Auditing Committee draws a report that is attached to the minutes [proceedings] of the GA.

5. In case of resignation or retirement on any grounds of a member or members of the Auditing Committee, the AC with the attention of its President calls upon an equal number of surrogate members to fill the positions that have been vacated.

H. DISSOLUTION OF THE HELLENIC SOCIETY FOR SYSTEMS STUDIES
Article 35

1. The HSSS is not dissolved unless there remain fewer than 10 members or on grounds stipulated by articles of Civil Code. For the HSSS to be dissolved, it is mandatory that at least half of members who are financially in order be present in the GA and the decision should be taken with a majority of at least three fourths (3/4) of the attending members.

2. When the HSSS is dissolved, its assets are liquidated according to the provisions of the Civil Code; any remaining money, securities and movable or fixed assets are devolved to Institutions or Organizations or Scientific Societies that seek goals relevant to those of the HSSS and are specified by the GA.

I. GENERAL PROVISIONS
Article 36

Following a proposal by the AC, The GA of the HSSS may nominate donors and great benefactors of HSSS..
Article 37

Following a proposal by the AC, the GA may nominate an individual who contributed to HSSS in a manner substantial and of especial value as Honorary President.
Article 38

1. This Charter may only be modified by the GA following a proposal of the AC or one tenth (1/10) of HSSS members that have the right to vote. Any modification must be carried out by the special quorum mentioned in Article 28, paragraph 2 and with the majority of GA members mentioned in Article 29, paragraph 2, item 3.2.

2. Any issue not anticipated by the present Charter is regulated by the relevant provisions of the Civil Code, its Introductory Law and the legislation pertaining to Societies.