Constitution

Our constitution covers 14 articles.

If you have any questions please contact hba@hellenicbankers.org.uk

 


1. Name And Address

2. Aim

3. Emblem

4. Membership

5. Membership Fees

6. Loss of Membership

7. The Executive Committee (EC)

8. Election of EC Officers and Co-opting of Members

9. Authority of the EC

10. Duties of Members of the EC

11. The Ordinary General Meeting

12. Extraordinary General Meetings

13: Financial Issues

14. Final Issues

 


1. Name And Address

a. The name of the Association shall be the “Hellenic Bankers Association – U.K.” (hereafter referred to in this Constitution as the “Association”).
b. The Association can also use the acronym “H.B.A-UK”.
c. The postal address of the Association will be in London, the location to be decided by the Executive Committee from time to time.
d. The official language of the Association is English.

2. Aim

The aim of the Association is to promote and strengthen social and professional relations between the Members.

3. Emblem

a. The Association will have an emblem (the “Emblem”), which should appear on all
official documents and publications of the Association
b. The Emblem and any future changes to the Emblem are to be approved by the Executive Committee.
c. The Emblem may only be used with the prior consent of the Executive Committee.

4. Membership

a. Membership of the Association shall comprise the membership as at the date of adoption of this Constitution and those who subsequently become or cease to be Members (or are disqualified from Membership) in accordance with the terms hereof.
b. There shall be three categories of membership of the Association. These are Regular, Associate and Honorary Membership.
c. Regular Members: Regular Membership is open to finance executives, who are either currently working in or who have worked in the banking and finance industry within the last twelve months
d. Associate Members: Associate Membership is open to other professionals and Academicians, involved in fields related to Financial Services.
e. Applicants for Regular and/or Associate Membership need to be of Hellenic origin, or married to a person of Hellenic origin. Applicants also need to be ordinarily based in the United Kingdom
f. Applications for Regular and/or Associate Membership must be proposed and seconded by two existing Regular Members in such manner as the Executive Committee shall from time to time provide.
g. Membership is offered at the discretion of the Executive Committee, which votes on all applications and is responsible on interpreting this Article.
h. Honorary Members: Honorary Membership can be granted at the discretion of the Executive Committee, to persons that have tendered substantial services to the banking and finance industry or the Association.
i. Subject to Article 5 each Regular Member shall be entitled to one vote on all resolutions proposed at General Meetings of the Association. Associate and Honorary Members do not have voting rights nor can be elected to the Executive Committee.
j. All Members shall be bound by and agree to comply with the terms of this Constitution.

 

5. Membership Fees

a. Regular and Associate Members are required to pay membership fees which shall be set by the Executive Committee.
b. The Executive Committee shall determine both the amounts and the dates for payment of the membership fees
c. Members are considered to be in good financial standing when they have no payments outstanding to the Association. Only members in good financial standing have voting rights or can be elected to the Executive Committee
d. The Executive Committee may at its discretion offer a Corporate Membership option to
financial institutions. Details of any such scheme are to be decided by the Executive
Committee.
e. Honorary Members are not charged any membership fees.

 

6. Loss of Membership

a. The Executive Committee reserves the right to suspend and/or disqualify Members who:
i. Have been dismissed for cause from their employment
ii. Have had a Court convictions (other than for minor offences)
iii. Have not paid membership fees due for at least 6 months following the deadline set by the Executive Committee
iv. Have ceased to satisfy Membership requirements, as set in Article 4, for at least 24 months
b. The Executive Committee may also suspend and/or disqualify any Honorary or Associate Member for any reason.
c. Any Member that is suspended or disqualified or resigns shall not be entitled to any refund or rebate of membership fees paid nor shall be released from the obligation to pay any membership fees due to the Association.

 

7. The Executive Committee (EC)

a. The Executive Committee shall consist of 9 Regular Members. The Following offices shall be allocated amongst the members of the Executive Committee:-
i. Chairman
ii. Vice Chairman
iii. Treasurer
iv. General Secretary
v. Events Secretary
vi. Membership Secretary
b. The Executive Committee is elected by the Ordinary General Meeting, for a term of 2 years, until the end of the next OGM, in accordance with Article 11
c. The Officers are elected by the Executive Committee in accordance with Article 8
d. The Executive Committee is required to meet a least every ninety days at the invitation of the Chairman or Vice Chairman and the General Secretary
e. The Agenda for the Meetings are set by the Chairman or Vice Chairman and the General Secretary.
f. Every Member of the Executive Committee can include items in the Agenda by notifying the General Secretary in writing, at least three days before the meeting
g. The Executive Committee is quorate when at least five members are present
h. Members can participate through a conference call, and in such case are considered present
i. All decisions shall be taken by a majority vote of the Executive Committee members present, each member having 1 vote.
j. In case of a tied vote, the Chairman (and if absent of the Vice Chairman) will have a casting vote
k. Alternate Members and other Regular Members of the Association can attend Executive Committee meetings at the invitation of the Chairman (and if absent of the Vice Chairman)

 

8. Election of EC Officers and Co-opting of Members

a. The Executive Committee shall be first convened, following election, within 30 days from OGM by the Executive Committee Member elected with the most votes
b. Officers are elected by a vote of the Executive Committee. Each position is voted separately, in the order referred to in Article 7. Each Executive Committee Member can nominate himself for each position and the person receiving most votes for each position is elected.
c. An Officer cannot be elected consecutively to the same position, ie for a second term, unless voted unanimously by the Executive Committee. Where an officer is elected for a second consecutive term by a unanimous vote of the Executive Committee a third consecutive term will not be allowed.
d. In case an Executive Committee Member resigns from membership of the Executive Committee, the Alternate Member which received the largest number of votes shall be elected to the Executive Committee. If the Member that resigned held an Officer position, then an election for the vacant position will be held by the Executive Committee. Each Executive Committee Member can nominate himself for the vacant position and the person receiving most votes for the position is elected. If as a result a further vacant
position is created, then an election shall also be held for that vacant position
e. Should both the Alternate Members be elected to the Executive Committee as a result of resignations (or should the Alternate Members not wish to accept their appointment) then the Executive Committee can fill vacant Executive Committee positions by electing, with a majority vote, a Regular Member of the Association.

9. Authority of the EC

Subject to the terms of this Constitution and any directions given by any OGM or EGM the Executive Committee shall manage the affairs of the Association and be responsible for achieving the aims of the Association referred to in Article 2 and for these purposes the Executive Committee and each member of the Executive Committee shall be the agent of the Members with authority to carry out all acts and do all deeds incidental thereto including without limitation the following:-
a. To apply the income and settle the expenses of the Association;
b. To carry out all acts necessary or desirable in relation to the performance of the duties specified in Article 10;
c. To open and operate bank accounts;
d. To promote the Association in such manner and by such activities as it shall think fit including by the production of any promotional literature and the preparation and maintenance of websites or other electronic media;
e. To promote or carry out research;
f. To provide advice;
g. To publish or distribute information;
h. To co-operate with other bodies;
i. To raise funds (but not by means of taxable trading);
j. To acquire , hire, let or dispose property of any kind;
k. To set aside funds for special purposes or as reserves against future expenditure;
l. To deposit or invest funds in any lawful manner (having regard to the suitability of investments and the need to diversification).
m. To instruct lawyers, accountants, surveyors or other professional advisors;
n. To insure the Association’s property against any foreseeable risk and take out other insurance policies to protect the Association where required;
o. To insure members of the Executive Committee against the costs of a successful defense to criminal prosecution brought against them as members of the Executive Committee or against personal liability incurred in respect of any act or omission which is or is alleged to be a breach of authority or breach of duty (unless the member concerned knew that, or was reckless whether, the act or omission was a breach of authority or breach of duty);
p. To employ paid or unpaid agents, staff or advisers;
q. To pay the costs of forming or maintaining the Association;
r. To do anything else within the law, which promotes or helps to promote the aims of the Association.

 

10. Duties of Members of the EC

a. Chairman: Shall coordinate all activities of the Association and represent externally the Association. Shall chair all meetings of the Executive Committee, supervise the recording and completion of the minutes of all meetings and sign all documents with the General Secretary and all financial documents and agreements with the Treasurer, and shall present the Executive Committee Report to the OGM
b. Vice-Chairman: Shall substitute for the Chairman during his/her absence and assist him/her in his duties
c. Treasurer: Shall be responsible for the financial affairs of the Association; shall maintain accurate financial records and manage any bank accounts. During the OGM shall presents a detailed and accurate income and expenditure statement and balance sheet (the “Financial Accounts”).
d. General Secretary: Shall be responsible for all administrative work of the Association, shall keep the minutes of all meetings and sign the same together with the Chairman. Shall be responsible for the keeping of the Association’s various documents and archives. Shall sign all documents with the Chairman.
e. Events Secretary: Shall be responsible for organizing all events of the Association.
f. Membership Secretary: Shall endeavour to increase the membership of the Association
and keep an up-to-date membership register of the Association.
g. The Executive Committee can assign additional specific responsibilities to any Executive Committee Member and accordingly modify the title of their Office for the duration of the Executive Committee term. The Executive Committee may also create additional positions which will be filled by a majority vote of the Executive Committee, as per Article 8.
h. The Executive Committee may decide, for the duration of its term, to combine in one person the position of General Secretary and Membership Secretary or the position of Events Secretary and Membership Secretary and modify accordingly the title of their Office

 

11. The Ordinary General Meeting

a. There will be an Ordinary General Meeting of the Members of the Association held every two years.
b. It is the responsibility of the Executive Committee to call the OGM not earlier than 23 months and no later than 25 months that the previous OGM.
c. The Executive Committee must call the OGM giving at least two months notice in writing of the time and place of the OGM to Members. However, the failure of any Member to receive notice shall not invalidate the OGM.
d. The Executive Committee will elect, with majority vote, a Returning Officer (RO), which needs to be a Regular Member of the Association in good financial standing, to chair and organize each OGM
e. The RO can be a member of the outgoing Executive Committee but cannot be a candidate for the incoming Executive Committee
f. Together with the notice of the OGM, the Executive Committee will invite candidates to propose themselves for the Executive Committee to the RO no later than 30 days before the OGM
g. The Agenda of the OGM is set as follows:
i. Review of the Executive Committee activities since the last OGM, presented by the outgoing Chairman
ii. Approval of the Financial Accounts, presented by the outgoing Treasurer
iii. Election of new Executive Committee
h. Regular Members are allowed to participate in person in the OGM or may cast their votes by electronic means or by post (to all items of the Agenda) no earlier than 2 weeks or no later than 24 hours prior to the meeting to the attention of the RO. The postal, web and/or email addressees to be used by Members for these purposes shall be referred to in the notice of the OGM.
i. Honorary and Associate Members may attend the OGM but have no voting rights, nor can be elected to the Executive Committee j. The OGM is deemed quorate irrespective of the number of Members present. Members
that voted electronically or by post are deemed present.
k. It is the responsibility of the RO to ensure that those present and those that voted electronically / by post are Regular Members of the Association in good financial standing. In the event of any dispute the decision of the RO concerning the validity of all votes cast shall be conclusive.
l. A majority vote is required to approve the Review of the Executive Committee and the Financial Accounts.
m. For the election of the Executive Committee, each Member can vote for up to nine candidates in a printed ballot. The nine candidates polling the most votes shall be elected as Members of the Executive Committee until the next OGM.
n. The first two runner-ups shall be referred to as Alternate Members who may be appointed to the Executive Committee to fill a vacancy pursuant to Article 8.

12. Extraordinary General Meetings

a. An Extraordinary General Meeting (EGM) can be called at any time
i. By a majority vote of the Executive Committee
ii. By a requisition in writing sent to the General Secretary and signed by 20% of
the Regular Members in good financial standing
b. At least 30 days notice in writing of the time and place of the EGM must be given to the Members. However, failure of any Member to receive notice shall not invalidate the EGM
c. Quorum for an EGM is 25% of the Regular Members in good financial standing.
Members voting electronically / by post are considered as present for quorum requirements. If such a quorum is not achieved, then a second meeting shall be called within 30 days, which is considered to be quorate irrespective of the number of Members present thereat.
d. A majority vote of all Regular Members present / voting electronically or by post is required for all resolutions proposed at the EGM.
e. Associate and Honorary Members may attend EGM meetings but have no voting rights
f. A special quorum requirement of at least 1/3 of the Regular Members in good financial standing and a 2/3 voting majority of the Members present/voting electronically/by post is required for the following issues:
i. Amendment to the Constitution
ii. Vote of no confidence to the Executive Committee
iii. The dissolution of the Association
g. The Chairman of the Executive Committee (and if absent the Vice Chairman) chairs the EGM
h. The Agenda is set by the Executive Committee in all cases, However if the EGM has been requisitioned pursuant to Article 12aii above then the Executive Committee must include in the Agenda the resolutions proposed by the requisition
i. No new items can be placed in the Agenda after notice of the EMG has been given.
j. Members should be allowed to vote electronically/by post on all items on the Agenda. However voting by proxy will not be allowed. It is the responsibility of the Executive Committee to ensure that Members are offered the opportunity to vote on the EGM issues electronically or by post and the postal, web and/or email addresses to be used for this purpose will be referred to in the notice of EGM.
k. An EGM could follow an OGM on the same place and time.

 

13: Financial Issues

a. The Bankers of the Association will be appointed by the Executive Committee
b. The Association’s bank account and any other financial agreement and contracts will require two signatures: the Chairman and the Treasurer
c. The Treasurer should present the Financial Accounts to the Executive Committee for approval in the last Executive Committee before the 12 month anniversary of the OGM and at the last Executive Committee meeting prior to the OGM
d. In case of dissolution, any assets remaining after the settlement of all liabilities incurred will be donated to a charity, nominated by a majority vote of the Executive Committee.

14. Final Issues

a. This Constitution was adopted as the Constitution of the Association in a meeting dully convened on Monday April 10, 2006
b. This Constitution is valid from the end of the EGM that approved it and replaces any previous constitutional document which shall cease to be of effect.
c. Members as at the date of adoption of this Constitution shall be deemed Regular Members
d. The Executive Committee in office as at the date of adoption of this Constitution shall continue in office until the next OGM, which needs to take place in the period November 10th 2007 to January 10th 2008