Governance

Our constitution covers 17 articles. If you have any questions please contact us.

ARTICLE 1: NAME AND ADDRESS

a. The name of the Association shall be the “Hellenic Bankers Association UK” (hereafter referred to in this Constitution as the “Association”).
b. The Association can also use the acronym “HBA-UK” or “HBAUK”.
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.

ARTICLE 2: AIMS OF THE ASSOCIATION

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

ARTICLE 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.

ARTICLE 4: MEMBERSHIP

a. Membership of the Association shall comprise the membership in accordance with the terms hereof.
b. There shall be four categories of membership of the Association. These are Regular, Senior 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. Senior Regular Members: Senior Regular Membership is open to finance executives, who are either working in the financial services industry for the last fifteen years, or have successfully reached the Managing Director/Partner equivalent level.
e. Associate Members: Associate Membership is open to other professionals and Academicians, involved in fields related to Financial Services.
e. Applicants for Regular/Senior 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/Senior 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/Senior 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.

ARTICLE 5: MEMBERSHIP FEES

a. Regular/Senior 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 and other organizations. Details of any such scheme are to be decided by the Executive Committee.
e. Honorary Members are not charged any membership fees.

ARTICLE 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
Executive Committee may also suspend and/or disqualify any Honorary or Associate
b. The
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.

ARTICLE 7: BODIES OF THE ASSOCIATION

a. The bodies of the Association shall comprise of: i. The Chairmen’s Circle (CC);
ii. The Executive Committee (EC);
iii. The Ambassadors; and
iv. The Ordinary General Meeting (OGM) and Extraordinary General Meetings
(EGMs).

ARTICLE 8: THE CHAIRMEN’S CIRCLE (CC)

a. The Chairmen’s Circle is an advisory board to the Executive Committee and does not have a legal composition.
b. All past elected chairmen of the Executive Committee are automatically eligible to become Members of the Chairmen’s Circle, following their retirement date from one full served term. For cause, such admission is not deemed to be valid following a majority vote by the Chairmen’s Circle within six months of eligibility.
c. Initial participation to the Chairmen’s Circle will be deemed to consist of all past chairmen of the Executive Committee, declaring their wish to participate within six months of inception of the Chairmen’s Circle (being the date of the Ordinary General Meeting of the Association which will approve its creation).
d. However, the Chairmen’s Circle may initially appoint within 3 months of its constitution up to 3 additional members by a majority vote as a recognition of their contribution to the Association or advancing the Association’s aims. After the initial composition, appointment to the Chairmen’s Circle is limited to one individual per annum (in addition to the each time retiring Chairman of the Executive Committee) for which is required majority vote by the Chairmen’s Circle. Majority vote of the Chairmen’s Circle requires 75% of the Chairmen’s Circle members. Voting process is decided by the Chairmen’s Circle and may or may not require a physical meeting.
e. Participation in the Chairmen’s Circle is without limitation of term, but can be suspended for cause by a majority vote of the Chairmen’s Circle.
f. Members of the Chairmen’s Circle are exempt from paid Membership to the Association.
g. The Chairmen’s Circle has the following scope and responsibilities:
i. Sets and monitors the Association’s strategic direction;
ii. Communicates strategy to the Executive Committee on a semi-annual basis;
iii. Monitors the progress of the Executive Committee on a regular basis; iv. Audits the Association’s budget and expenditure on an annual basis;
v. Assists the Association in various fundraising initiatives and may agree to assist the Executive Committee on any other initiatives upon request;
vi. Participates in the Association’s events and other commitments, enhancing the image of the Association; and
vii. May suspend (with majority vote) members of the Executive Committee and call for an Extraordinary General Meeting or cause to re-elect via the Alternate Members, Executive Committee Members, or the Regular / Senior Regular membership substitutes for cause, regarding financial irregularities or other misconduct.
h. All Chairmen Circle’s decisions are to be agreed based on majority vote, including creating an administration model of the Chairmen’s Circle and presidency.

ARTICLE 9: THE EXECUTIVE COMMITTEE (EC)

a. The Executive Committee shall consist of 7 Regular and/or Senior Regular Members. The following offices shall be allocated amongst the members of the Executive Committee: –
i. Chairman – Head of Management Committee
ii. Vice Chairman – Head of External Relations Committee
iii. Executive Member – Head of Communications Committee
iv. Executive Member – Head of Events Committee
v. Executive Member – Head of Development Committee
vi. Executive Member
vii. Executive Member
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 10.
c. The Officers are elected by the Executive Committee in accordance with Article 10.
d. The Executive Committee is required to meet at least every ninety days at the invitation of the Chairman.
e. The Agenda for the Meetings are set by the Chairman.
f. Every Member of the Executive Committee can include items in the Agenda by notifying
the Chairman in writing, at least three days before the meeting.
g. The Executive Committee is quorate when at least four 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 one vote. Majority vote requires greater than 50% of the members
present provided a quorum is attained.
j. In case of a tied vote, the Chairman (and if absent of the Vice Chairman) will have a casting
vote.
k. Alternate Members, other Regular / Senior Regular Members of the Association and
Members of the Chairmen’s Circle can attend Executive Committee meetings at the
invitation of the Chairman (and if absent of the Vice Chairman)
l. The Chairman of the Chairmen’s Circle can attend the Executive Committee.
m. The Chairman and if absent the Vice Chairman must give at least 7 days’ notice of such
meeting to the members and the Chairman of the Chairmen’s Circle.

ARTICLE 10: ELECTION OF OFFICERS OF THE EXECUTIVE COMMITTEE 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 9. 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, i.e. 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.

ARTICLE 11: AUTHORITY OF THE EXECUTIVE COMMITTEE:

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.

ARTICLE 12: DUTIES OF THE EXECUTIVE COMMITTEE

a. Chairman – Management Committee: 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 and all financial documents and agreements, and shall present the Executive Committee Report to the OGM. Shall be responsible for the financial affairs of the Association; shall maintain accurate financial records and manage any bank accounts. During the OGM shall present a detailed and accurate income and expenditure statement and balance sheet (the “Financial Accounts”). Shall be responsible for all administrative work of the Association, shall keep the minutes of all meetings, various documents and archives. Shall endeavour to increase the membership of the Association and keep an up-to-date membership register of the Association. All documents shall be signed by the Chairman and the Vice-Chairman.
b. Vice Chairman – External Relations Committee: Shall substitute for the Chairman during his/her absence and assist him/her in his duties with focus on managing the Association’s external relations, increase the Association’s membership and maintain the relationships with

the Association’s Ambassadors.
c. Communications Committee: Shall be responsible for planning, setting and executing the
communications policy of the Association. Shall maintain, update and manage the Association’s mailing lists, website and social media platforms. Shall draft press releases and prepare a newsletter on a monthly basis. Shall promote the Association’s events and activities on a regular basis.
d. Events Committee: Shall be responsible for organizing all events of the Association. Shall maintain and update the Association’s Event Calendar. Shall inform the Communications Committee of any upcoming events well in advance.
e. Development Committee: Shall be responsible for the development of the Association. Shall manage and execute strategic projects and initiatives, as per the direction provided by the Chairmen’s Circle.
f. 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 9.
g. The Executive Committee may decide, for the duration of its term, to assign further responsibilities to the Association’s Ambassadors within the working framework of the above-mentioned Committees.

ARTICLE 13: THE AMBASSADORS

a. The Executive Committee may decide to appoint Ambassadors of the Association within various financial institutions and organizations
b. The Ambassadors shall be Regular or Senior Regular Members of the Association
c. The responsibilities of the Ambassadors will be to create awareness of the Association
within their organization, increase the membership of the Association and promote its
activities
d. The Ambassadors will not be part of the Executive Committee, but the Executive
Committee may decide to assign certain additional responsibilities to the Ambassadors
in assisting the Executive Members in implementing their duties.
e. The Executive Committee may also decide to remove an Ambassador on cause.

ARTICLE 14: 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 Chairman
iii. [Chairmen’s Circle presentation on the Association’s next strategic initiatives]
iv. 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 addresses 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 seven candidates in a printed ballot. The sevene 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.

ARTICLE 15: 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
which in order to become binding will also require a subsequent majority vote of
the Chairmen’s Circle.
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.

ARTICLE 16 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 Vice Chairman.
c. The Chairman 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.

ARTICLE 17: FINAL ISSUES

a. This Constitution was adopted as the Constitution of the Association in a meeting dully convened on 7 February 2018.
b. This Constitution is valid from the end of the OGM that approved it and replaces any previous constitutional document which shall cease to be of effect.