ARTICLES OF ASSOCIATION – GREEK PATIENTS ASSOCIATION

ARTICLE 2 – OBJECTS

1. a) To collaborate and coordinate the activities of patients associations for the purpose of ensuring equal access to healthcare services, diagnostic tests and treatment, improving the quality of healthcare services, promoting a healthy mind and body and citizens’ quality of life, and safeguarding the sustainability of the Greek National Health System.
2. b) To protect the rights of health service recipients and to provide educational and social support for the most vulnerable patient groups.
3. c) To engage in dialogue with the State and to promote the active participation of patients in all decision-making to formulate health policies and subsequently assess their implementation.
4. d) To disseminate reliable information to the general public and to promote public dialogue on issues related to patient rights and proposed solutions.
5. e) To cooperate and engage in dialogue with social and scientific partners involved in health policy, including universities, research institutes, scientific societies and others, as well as with organisations active in the healthcare sector.
6. f) To empower and train members of patients associations.
7. g) To stage scientific seminars and conferences.
8. h) To develop networks and collaboration between our organisation and other similar initiatives on a regional, European and international level.

ARTICLE 3 – KEY PRINCIPLES

a) Independence from political, government and labour union organisations.

b) Inclusiveness, democracy, transparency and accountability in decision-making and implementing of actions.

c) Every member of the Greek Patients Association retains its independent status.

d) Aside from the articles of association, the Greek Patients Association shall draft an internal regulation to describe its operating procedures in detail.

ARTICLE 4 – MEMBERS

Association members are divided into: a) Regular and b) Supporter.

a) Those eligible to become regular members of the Greek Patients Association are organisations which expressly define themselves in their articles of association as patient associations, or if the majority of their members or members of their board of directors are patients. Also eligible to become regular members are organisations of carers of patients who are unable to represent themselves (such as minors, certain groups of people suffering from neurological or psychiatric conditions, etc.), provided the majority of members of their board of directors are carers.

b) Supporter members may be charitable legal entities, such as patient support groups, humanitarian action non-governmental organisations, scientific societies, universities and research institutions, etc. Supporter members may take part in work groups and/or the General Meeting with the approval of the Board of Directors, but have no voting rights. Supporter members cannot vote or be elected to office and are entered into a separate register.

c) Applications by prospective members are submitted along with a decision of its board of directors, a copy of the articles of association, prior year financial statements and a brief description of the organisation’s activities. The Greek Patients Association Board of Directors will determine whether the articles of association, the make-up of the board of directors and the activities of the prospective organisation ensure its representative participation in the decision-making process. The application for membership is brought before the Board at the first meeting following its submission, whereby the Board issues a final decision requiring a 2/3 qualified majority vote.

d) The representative of each regular member is designated by written power of attorney by that member’s board of directors.

e) Each regular member has 1 vote at the General Meeting.

f) Members shall pay annual membership dues set at 50 euros for associations with an annual turnover of up to 10,000 euros; 100 euros for associations with an annual turnover of up to 50,000 euros; and 200 euros for associations with an annual turnover of over 50,000 euros. This amount shall be readjusted by decision of the General Meeting.

g) Under the internal regulation, the General Meeting retains the right to specify criteria and preconditions for admission of new members, and for the continued participation of existing and founding members, in keeping with the make-up, operation, observance of democratic process, representative character, transparency, proper administration and meaningful participation of patients.

ARTICLE 5 – RIGHTS OF REGULAR MEMBERS

a) To vote and be elected to office.

b) To be regularly informed about the Association’s activities and positions, and to be able to make suggestions and offer criticism.

c) To be informed about the Association’s minutes and all books, financials, documents and activities, upon written request.

ARTICLE 6 – OBLIGATIONS OF REGULAR MEMBERS

a) To assist in promoting the Association’s objects, decisions and declarations.

b) To take part in shaping the Patients Association’s positions.

c) To fulfil their financial obligations to the Association and abide by the provisions of the articles of association, and the decisions of the General Meeting and the Board of Directors.

d) To attend General Meetings.

ARTICLE 7 – MEMBER REMOVAL

A member is removed from the Association as follows:

a) By written notice to the Board of Directors.

b) By decision of the Board of Directors, when the member’s actions are incompatible with the Association’s objects or the member does not comply with decisions of the General Meeting or Board of Directors, or when it is more than 1 year behind in paying membership dues and if it continues to fail to comply after being warned in writing by the Board of Directors.

c) The removal of a member requires a 2/3 majority vote of Board of Directors members. If the Board decides to remove a member, that member may appeal the decision to the Association’s Annual General Meeting. The decision may be revoked by simple majority of members present at the General Meeting.

ARTICLE 8 – RESOURCES

The Association’s resources are derived from:

a) The annual dues paid by regular members.

b) Contributions, sponsorships, events, donations, bequests or other income.

ARTICLE 9 – ORGANISATIONAL STRUCTURE AND ADMINISTRATION

The Association’s statutory bodies are:

a) The General Meeting

b) The Board of Directors

c) The Audit Committee

d) The Advisory Scientific Committee

ARTICLE 10 – GENERAL MEETING

a) The General Meeting is the Association’s supreme governing body and under Article 4 consists of one representative of each regular member.

b) The Annual Ordinary General Meeting is convened by the Board of Directors. The place, time and items on the agenda are notified to the members in writing by any available means at least 40 days before it is to take place.

c) The General Meeting reviews the activities of the Board of Directors from the previous calendar year, the financial report, the Audit Committee’s report, the budget for the following year and any other items the Board of Directors refers to it. It also elects the members of the Board of Directors, the Audit Committee and the Election Committee and decides on amendments to the articles of association, the internal regulation and the suspension of operations and/or the dissolution of the Association.

d) The General Meeting achieves a quorum when representatives of 1/2+1 of regular members are either physically present or by proxy. In the absence of a quorum, the General Meeting is called again within a maximum of one (1) month and shall achieve a quorum regardless of the number of regular member representatives that are in attendance. Each representative of an association may have up to 2 proxies from other regular members. Representatives of federations may have proxies from all their members which are members of the Patients Association and are not present.

e) An Extraordinary General Meeting shall be called by decision of the Board Directors taken by simple majority of members or following a reasoned written petition submitted by 1/3 of the representatives of paid-up regular members of the General Meeting which shall include the items for the agenda.

f) On the day of the meeting and before it is called to order, a vote taken by show of hands shall determine the Chair and Secretary (minute-taker) for the General Meeting. Members of the Board of Directors cannot be elected to serve as Chair or Secretary of the General Meeting.

g) A Regular General Meeting to hold elections for a new Board of Directors and Audit Committee shall be held every three (3) years. By exception, the inaugural General Meeting shall elect a Board of Directors and Audit Committee for one (1) year. Any member who wishes and is eligible to stand for election to the Board of Directors or the Audit Committee submits a written declaration to the Board of Directors at least twenty (20) days before the General Meeting. Candidacies declared after that date shall not be accepted. After the deadline, a ballot is drawn up listing all names of candidates in alphabetical order and is notified/sent to all Association members at least fifteen (15) days before the General Meeting. Candidacies for the inaugural General Meeting may, by exception, be submitted up until the last minute. The election of members to the new Board of Directors and new Audit Committee is by secret ballot, overseen by the Election Committee, the members of which are elected by the General Meeting in an open vote before elections begin. Each voter may vote for up to twenty-three (23) persons to the new Board of Directors and up to three (3) for the Audit Committee. Once voting is finished, the Elections Committee prepares the minutes listing the candidates in order of votes received.

h) Representatives of each paid-up regular member may declare candidacy provided they are either a patient or carer. Each candidate may declare candidacy only for the position(s) on the Board of Directors which have been designated for the treatment category to which the member association belongs.

i) General Meeting decisions are taken by a 2/3 qualified majority vote of representatives present.

j) By exception to Article 10(i), the General Meeting may put items to a vote requiring only a simple majority.

ARTICLE 11 – BOARD OF DIRECTORS

a) The Association Board of Directors comprises twenty-three (23) regular members and serves a 3-year term, except the Board constituted immediately following the establishment of the Association which shall serve a 1-year term.

b) Legal entities who are regular members at the General Meeting are represented on the twenty-three (23) seats of the Board of Directors based on a quota of treatment categories. The quota has been determined on the basis of number of patients in Greece and the severity of the treatment category in the National Health System. The quota may change following a decision of the General Meeting and is effective immediately.

c) Based on the criteria of Article 11(b), the following treatment categories are assigned the respected number of seats on the Board of Directors: Neoplasm: three (3) seats; cardiovascular and circulatory system diseases: three (3) seats; rheumatic, musculoskeletal and autoimmune diseases: three (3) seats; rare diseases: two (2) seats; neurological diseases – mental health: three (3) seats; infectious and parasitic diseases: two (2) seats; metabolic – diabetes: two (2) seats; pulmonary diseases – asthma: one (1) seat; kidney diseases: one (1) seat; thalassemia – haemophilia – haemolytic anaemia: one (1) seat; organisations on health issues – other diseases: two (2) seats.

d) In the event that no candidates submit nominations for certain treatment categories, these seats shall remain vacant. Nevertheless, the number of members cannot be less than seven (7).

e) In the event a Board member resigns, the seat shall be taken by the first runner-up in the treatment category until the Board’s current term expires. If there is no runner-up, the Board of Directors shall decide whether to invite the association whose member resigned to designate a replacement until the Board’s current term expires.

f) Each association member of the Greek Patients Association is entitled to request the replacement of its representative on the Board of Directors. The request shall be reviewed by the Greek Patients Association Board of Directors.

g) The Board of Directors is the body that executes the decisions of the General Meeting and manages the Association’s resources. It is also responsible for preparing and notifying to its members the annual budget and the planned actions in January of each year. It also appoints representatives of the Association to any other body on which it is represented in Greece and abroad and hires or dismisses staff.

h) The Board of Directors is constituted as a body within ten (10) days following the election day. It elects a Chair, 1st Vice-chair, 2nd Vice-chair, 3rd Vice-chair, Secretary, Alternate Secretary, Treasurer and Alternate Treasurer. Officers are elected by secret ballot.

i) The same person cannot serve as Chair of the Board for more than 2 years within a 4-year period.

k) The Board of Directors meets regularly at least every two (2) months and in an extraordinary session when necessary, at the invitation of the Chair or after a written reasoned petition by 1/3 of its members.

l) A quorum is achieved when at least 1/2 of paid up members are present. Members may participate via teleconferencing. Otherwise, the meeting is postponed for one (1) week, when a quorum is achieved regardless of number of members present.

m) All decisions require a 2/3 qualified majority of participating Board of Directors members.

n) The Board of Directors shall decide on issues which are not expressly included in the articles of association, aside from those issues which are within the purview of General Meetings.

o) Any member who is absent from more than three (3) meetings without justification loses Board of Directors membership status.

p) The Board of Directors keeps minutes signed by the Chair and Secretary.

ARTICLE 12 – DUTIES OF BOARD OF DIRECTORS OFFICERS

a) The Chair presides over and runs the meetings of the Board of Directors, and represents the Association in its relations with third-parties, natural or legal.

b) In exceptional cases, the three Vice-chairs stand in for the Chair in order of rank when the latter is absent or prevented from performing his/her duties in all rights and obligations to respond to emergency situations.

c) The Secretary is responsible for maintaining the members register, the minutes of General Meetings and Board of Director meetings, the Association’s book of assets, the book of minutes of the Elections and Audit committees and the Association’s correspondence.

d) The Alternate Secretary supports the Secretary-General in all rights and obligations.

e) The Treasurer oversees the Association’s finances. The Treasurer maintains the Cash book, double-entry receipts for revenue and expenditures and other accounting books stipulated by law. Payments are made on the order of the Chair. The Treasurer collects any amount due or offered to the Greek Patients Association and signs the receipts issued from a double-entry receipt book. Together with the Chair, the Treasurer prepares the annual budget, financial report and balance sheet, which are approved by the Board of Directors, signs payment orders, keeps any other book necessary for administration as required by law, ensures that members are paid up and submits a table of members who are late paying their dues to the Board of Directors every 2 months. Some of the Treasurer’s duties may be assigned to Association employees following a decision of the Board of Directors.

f) The Alternate Treasurer supports the Treasurer in all rights and obligations.

ARTICLE 13 – AUDIT COMMITTEE

a) The Audit Committee consists of three (3) members and three (3) alternate members and serves a 3-year term. The Audit Committee elects its Chair, who shall convene and preside over its meetings.

b) The purpose of the Committee is to audit and oversee the Association’s financial management. It is entitled to review all revenues, their sources and expenditures, and to report findings related to any irregularity or wrongdoing it identifies directly to the Board of Directors and to indicate possible resolutions.

c) Each year, and whenever it deems necessary, it may conduct an audit of the Association’s financial management. When undertaking such an audit, it is entitled to inspect accounting books, bank passbooks, Board of Directors approvals of payments and expenses and all books which are necessary to the financial audit, and to prepare a report based on the results of the audit for each financial year, and a report on financial management with conclusions and recommendations. It maintains a book of minutes of its meetings, audits and management.

ARTICLE 14 – ESTABLISHMENT OF AN ADVISORY SCIENTIFIC COMMITTEE

a) An advisory scientific committee shall be established with at least seven (7) members who are recognised for their scientific, institutional or social work.

b) The Committee’s role shall be to offer advice and expertise to the Board of Directors with the aim of achieving the goals of the Greek Patients Association.

c) The first members of the committee shall be invited by the Administrative Committee to serve for three (3) years.

d) The Board of Directors has the right to change the constitution of the Scientific Committee by decision as it deems necessary.

ARTICLE 15 – AMENDMENTS TO ARTICLES OF ASSOCIATION

In calling a constitutional assembly, the same process is followed as for an Ordinary General Meeting. At least 2/3 of the membership must be present to achieve a quorum. A majority of 3/4 of representatives present is required to amend an article or articles.

ARTICLE 16 – DISSOLUTION OF ASSOCIATION

The Association shall be dissolved when at least 3/4 of regular members of the General Meeting vote in favour, or in the event the Association has fewer than five members. If dissolved, Association assets shall be offered to a legal entity pursuing a similar purpose in Greece.

ARTICLE 18 – FINAL PROVISIONS

These articles of association comprise eighteen (18) articles, and after being read by each article individually and in its entirety at the meeting of its founding members, it is hereby approved today, 4 April 2019, by the founding members as is and signed below. The founding members (patient associations and federations) are represented by the Chair of the Board of Directors who duly signs. The founding members elected a 7-member provisional administrative committee, which is authorised by the members to undertake any act or action until the first Board of Directors is constituted. These articles of association shall enter into force after their approval by the Athens Magistrate’s Court and the entry of the memorandum of association in the book of Associations that it maintains.

The following are unanimously named to the provisional administrative committee until the first Ordinary General Meeting:

1. Dimitrios Sykiotis, father’s name: Nikolaos, Tax id. no. 008418287, President, Hellenic Diabetes Federation
2. Aikaterini Koutsogianni, father’s name: Konstantinos, Tax id. no. 114550847, President, “Revmazin” Panhellenic Federation of Associations for Patients, Parents, Guardians and Friends of Children with Rheumatic Diseases
3. Dimitrios Kontopidis, father’s name: Theodoros, Tax id. no. 109804821, Honorary President, Hellenic Cystic Fibrosis Association
4. Georgios Kalamitsis, father’s name: Michail, Tax id. no. 073952415, President, “Prometheus” Hellenic Liver Patients Association
5. Vasiliki Maraka, father’s name: Ilias, Tax id. no. 06712-422, President, Association of People with Multiple Sclerosis
6. Maria Chinari, father’s name: Kleomenis, Tax id. no. 044510741, Vice-president, “KEFI” Association for Cancer Patients-Volunteers-Friends-Doctors of Athens
7. Nikolaos Dedes, father’s name: Pantelis-Vanias, Tax id. no. 029756185, President, “Positive Voice” Association of people living with HIV of Greece

Founding Members of the Greek Patients Association:

[Official stamp and signature follow each name]

1. Hellenic Diabetes Association, Tax Reg. No: 997305931, Legal representative: Dimitrios Sykiotis, father’s name: Nikolaos, Tax id. No. 008418287, President
2. “Revmazin” Panhellenic Federation of Associations for Patients, Parents, Guardians and Friends of Children with Rheumatic Diseases, Tax Reg. No: 997065181, Legal representative: Aikaterini Koutsogianni, father’s name: Konstantinos, Tax id. no. 114550847, President
3. Hellenic Cystic Fibrosis Association, Tax Reg. No: 099524287, Legal representative: Dimitrios Kontopidis, father’s name Theodoros, Tax id. No. 109804821, Honorary President
4. “Prometheus” Hellenic Liver Patients Association, Tax Reg. No: 998154949, Legal representative: Georgios Kalamitsis, father’s name: Michail, Tax id. no. 073952415, President
5. Association of People with Multiple Sclerosis, Tax Reg. No: 998961735, Legal representative: Vasiliki Maraka, father’s name: Ilias, Tax id. no. 067120422, President
6. “KEFI” Association for Cancer Patients-Volunteers-Friends-Doctors of Athens, Tax Reg. No: 999371368, Legal representative: Maria Chinari, father’s name: Kleomenis, Tax. id. no. 044510741, Vice-President
7. “Positive Voice” Association of people living with HIV of Greece, Tax Reg. No: 997846606, Legal representative: Nikolaos Dedes, father’s name: Pantelis-Vanias, Tax id. no.: 029756185, President

ARTICLE 18 – FINAL PROVISIONS