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ASSOCIATION

FOYA Cyprus

CONSTITUTION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FOYA Cyprus

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ASSOCIATION 

 

FOYA Cyprus

CONSTITUTION

ASSOCIATION NAME

1. The name of the association is: «FOYA Cyprus».

EMBLEM

2. The emblem of the association is a globe with the name of the association written below, as shown in the illustration.

THE OFFICE OF THE ASSOCIATION

3. The official office of the association is located at Alexandrou Papadiamanti 22, Office C, Limassol, 3085.

AIMS OF THE ASSOCIATION

4. The aims of the association are: -

a. To empower the youth of Cyprus to realize their full potential and to build peace amongst its members and their communities;

b. To protect young people living in armed conflict against the effects of violence and empowering the youth to seek practical alternatives to violence;

c. To empower the youth to build peace in their communities through peace education, conflict resolution and reconciliation;

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d. To raise awareness of HIV / AIDS so that they can take informed decisions about their sexual health;

e. To promote adequate access to education and opportunities for economic empowerment and;

f. To advocate for an active and strong civil society and for the inclusion of youth in human rights and good governance.

RESPONSIBILITIES OF THE ASSOCIATION

5. The association will be responsible for the following:

a. To implement the goals, objectives and programs of the association in support of the youth of Cyprus;

b. To ensure that the power, duties and functions of the association are carried out in support of the youth of Cyprus;

c. To implement the aims of the association in support of the youth of Cyprus, in accordance with this constitution and;

δ. To exercise any other powers inherit in this constitution in support of the youth of Cyprus or the purposes of the association.

INCOME OF THE ASSOCIATION

6.1 The income of the association will be derived from membership fees, annual or otherwise, sponsorships, donations, income from events, fundraisers and lotteries (upon approval from the relevant authorities).

6.2 The income and property of the association will apply solely to the promotion of the goals of the association.

6.3 None of the income or property of the association may be paid or transferred directly or indirectly through dividends and/or allowances to any member of the association.

This does not exclude:

a. A member from receiving reasonable and proper remuneration for any goods or services supplied to the association;

b. A member of:

i. Purchasing goods or services from the association under the same conditions as other members of the public;

ii. Receiving a benefit from the association in its capacity as a beneficiary of the association.

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6.4 A member may:

a. Sell goods and/or provide services of interest to the association;

b. Be employed and/or receive any remuneration from the association;

c. Obtain any financial benefit from the association.

6.5 If it is suggested that a member receive any remuneration from the association, which is not permitted under section 6.3 of this constitution, the member must:

a. Declare his/her official interest in receiving remuneration;

b. Be absent from the specific meeting where the proposal will be discussed;

c. Not be counted when determining quorum for the meeting and;

d. Not vote for the proposal.

MEMBERS

7. Membership in the association is open to everyone and application can be submitted at anytime during the year. There shall be no discrimination in membership based on ethnicity, race, religion, language and/or gender.

Except as otherwise determined by the General Assembly, the annual membership fee is €20.

The renewal of memberships must be paid before the end of January of each year.

The duration of membership is from the first of January until the end of January of the following year.

The members of the association are divided into Regular and Honorary.

Regular Members must submit a completed membership application form to the Administrative Council. They must have completed their 18th birthday and support the development of the aims and objectives of the association

Honorary Members: Any individual who has given outstanding service and/or support to the association, in the pursuit of its purposes, can be deemed as an Honorary Member.

The General Assembly must approve the declaration of Honorary Members upon recommendation from the Administrative Council.

 

 

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Obligations of Members

8.1 Any person who becomes a Regular Member must ensure to pay his/her annual membership fee to the Administrative Council.

Any member who desires to cancel their membership, may do so at any time by submitting a simple written request to the Administrative Council. The member will not be eligible to receive any reimbursement of their membership fee.

8.2 The members of the association have the right to:

a. Stand as a candidate for the Administrative Council;

b. Οbserve all meetings of the Administrative Council;

c. Participate in all Annual and Special General Meetings and any committee meetings he/she is a member of and;

d. Submit a request to the Administrative Council to discuss any matter which may concern the association.

8.3 The members of the association have the responsibility to:

a. Respect and abide by the constitution of the association and the decisions of the Administrative Council and the General Assembly;

b. To provide, where possible, assistance in the implementation of all decisions of the Administrative Council and the goals of the association;

c. To participate, where possible, in the events of the organization for the promotion of its goals and;

d. Attend all Annual and Special General Meetings and any committee meetings he/she may be a member of.

Withdrawal of Membership

9. Each member shall be entitled to submit a written notice to the Administrative Council that they desire to cancel their membership and withdraw from the association.

The Administrative Council may accept the withdrawal of any member once they have fulfilled all their financial obligations to the association, including payment of their membership fee for the year in question.

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Expulsion of a Member

10. A member of the association may be expelled if it can be shown that:

a. He/she fails or refuses to comply with the constitution of the association and/or with a decision of the General Assembly and/or the Administrative Council and/or acts in a manner which contravenes the constitution and/or the purposes of the association or has caused (deliberately and/or recklessly) damage to the property of the association and refuses/neglects to compensate the Administrative Council for such damages;

b. The member has violated the stated objectives of the association, as define in section 4 of this constitution and;

c. The member has benefited financially from any and/or all of the economic activities of the association.

The validity of any decision of the Administrative Council to expel a member shall be subject to ratification by the General Assembly.

 

GENERAL ASSEMBLY

Annual General Meeting

11. The members of the association convene once a year for the Annual General Meeting (AGM). The AGM is called by the Administrative Council and occurs in January of each year. The issues on the agenda of the AGM shall include:

a. An overview of the previous year’s activities of the association and upcoming projects and goals for the current year;

b. A Report of the Administrative Council;

c. The Audit Committee’s report and approval of the financial statements;

d. The election of the members of the Administrative Council (every two years);

e. Election or appointment of the three-member Audit Committee and;

f. Discussion of any item proposed by the Administrative Council that has been included in the notice convening the AGM.

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Special General Meeting

Special General Meetings may be called at any time by the Administrative Council. The Administrative Council must also convene a Special General Meeting when requested in writing by at least 1/3 (one third) of the Regular Members of the association. The request to convene a Special General Meeting must also include the specific reason as to why the meeting is requested.

Quorum and Procedures of the General Meetings

12. The General Meetings are held at the office of the association or at a secondary location that has been identified in the Notice of General Meeting.

13. No business can take place at a General Meeting unless there is a quorum of members present.

The General Meetings will be considered in quorum when at least 1/3 (one-third) of all registered members of the association are present.

If there is an absence of quorum, the General Meeting is postponed for 30 (thirty) minutes.

A postponed General Meeting shall be considered in quorum when 10 (ten) or member Regular Members are in attendance.

14. The President of the Administrative Council shall chair all General Meetings. In his/her absence, the Vice-President of the Administrative Council shall chair the meeting or any Regular Member designated or elected by the Regular Members present at the meeting.

15. The decisions of the General Meeting require a simple majority, unless otherwise specified in this Constitution that a specific motion requires a qualified majority of 3/4 (three quarters) votes of those present.

16. The right to vote at the General Meetings is extended to all Regular Members of the association who have paid their membership dues.

17. The minutes of the meetings are recorded by the Secretary of the Administrative Council. In his/her absence, a Regular Member shall be appointed or elected to record the minutes.

18. The Regular Members and/or representatives who are entitled to vote, shall do so by raising of hands, unless a secret ballot is requested by at least 1/3 (one-third) of the Regular Members present at the General Meeting. The secret ballot shall be executed under the supervision of the Secretary or a two-member Electoral Committee appointed or elected by the Regular Members present at the General Meeting.

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The results of the secret ballot are announced by the Secretary or the two-member Electoral Committee, who shall also prepare and sign a record of the voting results.

19. The minutes of the General Meetings, signed by the meeting chair and the Secretary, shall be considered prima facie proof that the General Meeting was convened and took place normally and that the decisions taken were in accordance with this constitution.

Notice of General Meeting

20. All Regular Members of the association are entitled to receive a Notice of General Meeting. The Notice shall be sent via e-mail and/or SMS to each registered Regular Member as listed in the official Register of Members of the Association at least 21 days in advance. Any failure to receive a notification by accidental means, shall not affect the validity of the General Meeting.

21. Additionally, in place of sending individual notices, the Administrative Council may instead issue the Notice of General Meeting in at least 2 (two) daily newspapers, at least 21 days in advance.

Representatives at General Meetings

22. The Regular Members of the association are entitled to vote and be represented at any General Meeting by proxy. Any Regular Member who desires to be represented by proxy must inform the Secretary of the Administrative Council in writing prior to the commencement of the General Meeting.

ADMINISTRATIVE COUNCIL

23. Unless otherwise decided by the General Assembly, the Administrative Council shall be composed of 4 (four) members, which shall include the President, Vice-President, Secretary and Treasurer.

The first Administrative Council of the association shall consist of –

Demetrios Nicolaides, Michelle Aresti, Barbara Kliri, Constandinos Christofi, Andreas Edris, Themis Themistoklis, and Demetra Themistoklis, who shall serve until the election of a new Administrative Council at the first Annual General Meeting of the association, immediately following its establishment.

24. At every second Annual General Meeting, elections for the Administrative Council shall be held. Outgoing Council members can seek reelection.

25. The General Assembly of the association can at any time decide to terminate or replace any member of the Administrative Council.

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26. The Administrative Council, within the limitations outlined in this Constitution, shall exercise all the powers of the association, except those falling within the competency of the General Assembly.

27. The members of the Administrative Council shall convene regularly at least every 6 (six) months and/or whenever convened by the President through the Secretary. All Council meetings are chaired by the President, or the Vice-President, in the President’s absence. The minutes of the Council meetings shall be recorded by the Secretary, or, in case of absence of the Secretary, any other member of the Council as designated by the Council. The minutes of the Council Meetings must be signed by the Chair and the Secretary of the meeting and be approved at the next Council Meeting and signed by the members who were present.

28. The Administrative Council is in quorum and convenes normally when at least 2 (two) of its members are present.

29. Any Council member who is absent from 5 (five) consecutive meetings without a reasonable excuse automatically looses his/her position as a member of the Council.

30. The Administrative Council may appoint any Regular Member as a member of the Council to replace a member who has resigned or passed away. A reduction in the number of the Council members, shall not affect the decisions of the Council. However, if the number of elected Council members falls below 2 (two), a Special General Meeting must be called to elect a new Council.

President

31. The President represents the association and the Administrative Council legally on all matters related to the association.

The President calls the meetings of the Administrative Council, through the Secretary, and approves the agenda.

The President Chairs and directs the Administrative Council Meetings.

The President is responsible for the overall supervision of all events and activities of the association with respect to the goals and decision of the Administrative Council.

The President co-signs, with the Secretary, all the official documents of the Association.

Delivers a detailed report on the activities of the association at the Annual General Meeting.

 

 

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Vice-President

32. The Vice-President has the power and duties of the President in case of:

a. His/her absence and;

b. Vacancy of the position of President until a new President is elected by the General Assembly.

Secretary

33. The Secretary calls the meetings of the Administrative Council, upon the instructions of the President.

The Secretary shall maintain the books of the association, which shall include any and all minutes, decisions of the Administrative Council and all pertinent files on the work of the association.

The Secretary co-signs, with the President, all the official documents of the association.

Treasurer

34. The Treasurer is responsible for the financial and property management of the association.

The Treasurer is responsible for all income and payments.

The Treasurer is responsible for keeping proper financial statements, which shall detail all the relevant expenses and income.

The Treasurer prepares the Financial Reports and the balance sheet of the association.

The funds which are not required for the daily expenses shall be deposited in a bank account in the name of the association. All cheques for this account shall require the signatures of the Treasurer and the President, or the Secretary in place of the President.

 

Record Keeping

35. The Administrative Council shall keep the official records of the association, which shall include the Register of Members, minutes and decisions of all General Assembly and Council meetings and ensure for the maintenance and updating of all financial information for all matters of the association and to grant access to this information to the relevant audit authority of the association.

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AUDIT COMMITTEE

36. The Audit Committee shall be composed of 3 (three) who shall be appointed by the General Assembly at the Annual General Meeting. The members of the Audit Committee cannot be members of the association.

37. The Administrative Council may at any time appoint any person as a member of the Audit Committee, should any existing member pass away or, for any reason, be unable to perform his/her duties.

38. The Audit Committee shall review the financial statements of the Association and all the achievements of the association and deliver a report to the Annual General Meeting.

STAMP OF THE ASSOCIATION

39. The association shall have its own round-shaped seal and contain the words «FOYA Cyprus».

Every document, to which the seal of the association is applied, shall be signed by the President or the Vice-President and the Secretary of the Administrative Council.

40. The association is represented before any relevant Judicial and Administrative authorities by the President or the Vice-President and the Secretary of the Administrative Council.

AMMENDMENT OF THE CONSTITUTION

41. The present Constitution may be amended only by decision taken during a Special General Meeting, called specifically to approve any amendment.

The proposed amendments shall be published on the website of the association at least 5 (five) days before the meeting of the General Assembly.

Subject to the provisions outlined below for any amendments to Section 4, amending the Constitution requires a 3/4 (three fourths) vote of all Regular Members present at the Special General Meeting.

Section 4 of this Constitution may only be amended when a new aim(s) is to be added to the existing aims, or when the new proposed aim(s) are consistent with the spirit of the existing aims or when the new proposed aim(s) will help achieve the current aim(s). To make such an amendment requires a 3/4 (three fourths) vote of all Regular Members present at the Special General Meeting.

 

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DISSOLUTION OF THE ASSOCIATION

42.1 The association is dissolved if the number of Regular Members falls below 20 (twenty).

42.2 The association may be dissolved by decision of a Special General Meeting where at least 1/2 (half) plus one of all Regular Members of the association are in attendance.

A decision to dissolve the association requires a 3/4 (three fourths) vote of all Regular Members present at the Special General Meeting.

DISPOSAL OF THE PROPERTY OF THE ASSOCIATION

43. Should the association be dissolved, the property of the association shall be used for the purpose of public welfare, which may be determined at the Special General Meeting prior to the dissolution of the association. In the absence of such a decision, the property of the association shall be offered and received by the Cyprus Peace Centre. Under no circumstance will any property of the association be distributed to any Regular Member of the association.

44. Unless otherwise decided by the General Assembly of the Association, The President, Secretary and Treasurer of the last Administrative Council shall act as the liquidators of the affairs and property of the association.