THE MEMORANDUM OF

European Underwater Images Festivals Association

`EUIFA`

THIS MEMORANDUM SHOWS THE ARTICLES OF ‘EUROPEAN UNDERWATER IMAGES FESTIVALS ASSOCIATION’ 

PREPARED BY
 BRUNO BRATOVIC, PAVOL SVITANEK, MILORAD DJUKNIC, HAKAN ONIZ

25.04.2005
Northern Cyprus

Articles of Association:
European Underwater Images Festivals Association

I.      Name, objectives

Art. 1 Name, Administration

1.1      The European Underwater Images Festivals Association (EUIFA) is a society having the legal  status of a corporate body in accordance with Art. 60 et seq. of the Swiss Civil Code.
1.2      The Association is non-governmental and non-profit-making.
1.3      The Association has its main office in Belgrade / Serbia ( Area Offices are at High Tatras / Slovakia,  Kelsterbach / Germany and Famagusta / North Cyprus)

II.     Members

Art. 2 Membership Categories

3.1    Festivals whose activity concentrates on underwater film, eko films, wildlife films and films for scientific researches may become Regular Members of the Association (see Article 4).
3.2    International cultural organisations as well as internationally known and renowned cultural institutions active in the field of festivals may become Affiliate Members of the Association.
3.3    Universities and other educational institutions may become Regular Members of the Association.
3.4   Donators and sponsors (or festival partners where appropriate) may become Honorary Members of the Association.
3.5   Ordinary and Affiliate Members shall be referred to in the present Articles of Association as Members.
3.6    Individuals who have been serving the development of the Association may be offered the title of Honorary Members.
3.7    To be accepted as a Member, the applicant shall declare in writing that they agree with the aims as defined in Article 2 and that they accept the Articles of Association

Art. 3 Ordinary Members

1. Applicants for ordinary membership shall have proven their qualities as                         festival producers by having organised annual festivals.
2.     In addition, applicants for ordinary membership shall comply with the following requirements:

a)      The festival is held regularly (annual, biennial or triennial), and in limited duration (not year-round),
b)      The festival meets high international artistic standards,
c)      The festival follows the principle of freedom of movement for programmes, artists, visitors and the media,
d)      The festival has a sound and verifiable financial base.

Art. 4 Procedure of Admission

5.1    All membership applications shall first be examined by the Committee. The Committee may consult the Legal Commission and may ask a Committee member of the Legal Commission or a delegate of an Ordinary Member to visit the applicant and to submit a written report thereon.
5.2    The Committee determines whether the application shall be submitted to the General Meeting.
5.3    New members are admitted, on the Committee's proposal, by a resolution passed at a general meeting with a two-third majority of the scrutinised votes of the members present. The applicant's membership takes effect from when the duly elected new member’s entry fee and first year’s subscription have been received by the Association.

Art. 5 Resignation or Termination of Membership

6.1    Any member is entitled to resign its membership, provided it gives written notice of its intention at least three months before the end of the Association’s financial year.
6.2    When a member does not fulfil its obligations as laid down in the Articles of Association or when its conduct is against the objectives of the Association, its membership can be terminated by a resolution passed at a general meeting with a two-third majority of the scrutinised votes of the members present.

III.    Financial Matters

Art. 6 Resources

7.1    The financial resources of the Association are:
c)      Donations and grants,
d)      Contributions from partners under co-operation agreements and similar income,
e)      The reserve funds of the Association.

IV.   Organisation

Art. 7 Bodies

8.1    The Association's bodies with decision-making powers or executive  functions are:

a)      The General Meeting (which may also be referred to as "General Assembly"),
b)     The board of the directors,
c)      The General Secretariat.

Art. 8 General Assembly

9.1    The General Assembly consists of the members of the Association.
9.2    The General Assembly is the supreme authority of the Association.
9.3    The Board of Directors shall convene an Ordinary General Assembly
         each calendar year to take place within four months following the
         expiry of each account year. Date and place to be notified in writing to the members not more than three months and not less than one month in advance. Agenda and if possible the relevant documents
         to be distributed to the members not less than two weeks before the
         Ordinary General Assembly.

1. Proposal from the members to be considered by the Ordinary General Assembly must be received by
2. Board of Directors not less than three weeks before the General Assembly.
3.    The Ordinary General Assembly will approve:

         a) Meeting officials including a president to conduct the proceedings of the Assembly
         b) Due notice of meeting
         c) Annual report from the Board of Directors
         d) Audited annual accounts consisting of a profit and loss account, balance sheet and notes as well as an annual report
         e) Proposals from the Board of Directors or members, if any
         f) Election of the members of the Board of Directors
         g) Election of auditor
         h) Membership fees for the coming year on the recommendation of the Board of  Directors

1.  An Extra Ordinary General Assembly may be convened by the Board of  

         Directors at any time with one month’s written notice or shall be convened
         with the same written notice by the Board of Directors upon a written demand
         of 1/3 of the membership at the same time specifying issues to be decided.

1. Each member present at the Assembly has one seat and one vote provided

         membership fees have been paid.

1. Decisions and election shall be made by simple majority if not stated

        otherwise in these Articles.

1. The president of the Assembly shall conduct the proceeding of the Assembly

and shall decide on all questions in relation to the proceedings, the voting and the results of voting.
9.11Minutes of the decision of the Assembly shall be prepared and signed by the   
         president of the Assembly.

Art. 9 Executive Board of Members

1. The Association will be governed by a Executive Board of Members

consisting of seven persons nominated by a member and elected by the General assembly for four years, and provided that the elected members of the Board shall be at least four different countries of domicile.  A member of the Board of Director may be re-elected. All members of the Board must be of different national festivals.
10.2 At the first meeting of the Executive Board of Directors following the Ordinary
General  Assembly the Executive Board of Members elect a president, vice president, general secretary and a treasurer among it’s members.
10.3 The Board of Directors forms a quorum when at least three members of the
         Board are present.
10.4 The Decisions of the Board of Directors shall be taken with simple majority
         vote. In the event of a tie the president shall have the casting vote.
10.5 The president shall ensure that meetings of the Board of Directors are held
whenever necessary. The president shall convene the Board of Directors when required by two members of the Board.
10.6  Minutes must be prepared of the decisions of the Board of Directors and
         shall be signed by all present members. A member of the Board, who does
not agree with the decision of the Board of Directors, is entitled to have his opinion included in the minutes of the meeting.
10.7 The Board of Directors shall adopt rules of procedure by which the work of
         the Board of Directors is conducted.

1. A members of the Board of Directors may resign at any time from the Board

of Directors when a member of the Board of Directors resigns, a new member shall be appointed by the Board of Directors. The appointment will expire at the next Ordinary General Assembly.

Art. 10 General Secretary

1. The General Secretary works during the all year and is in charge of the following:
1. It provides all necessary material for the regular meetings of the Board of Directors on time.
2. It implements all decisions made by the Board of Directors.
3. Making and updating the official web site of the association where all information regarding the activities of the association will be available to all interested parties. The web site will contain the information of the all underwater film festivals in the world and similar activities.

Art.11 New appointments
Everything which is not appointed to these articles of association will be changed
in accordance to the decisions made by the Board of Directors at the first meeting.

Art.12 Language

The English language shall be used as working language.

IN WITNESS WHEREOF, the parts concerned sign triplicate copies of this
Memorandum Of European Underwater Film Festivals Association ‘EUIFA’ to one
sole effect, in the City of Belgrade on the 12th December 2004(By Hakan Oniz.,
Milorad Djuknic, Pavol Svitanek, Nalan Eda Unuvar) and later resigned
in Famagusta – North Cyprus on 25.04.2005. by :
Pavel Svitanek        (President of Festival - Slovakia)
Karl Heinz Wolf       (President of Festival – Germany)
Hakan Oniz            (Coordinator of Festival – Cyprus)
Bruno Bratovic        (Coordinator of Festival – Serbia and Montenegro)
Steve Lichtag                   (President of Festival – Czech Republic)
Natalia Balashova   (President of Festival – Ukraine)
Gurcu Diliuzun        (Representative of Festival – Turkey )

Under the observation of
  Barbara Mikac – Croatia
    Maki Sugahara – Japan
Sayaka Okuzono – Japan
     Gil Arbel – Israel
Sergei Fazlulin – Russia
Irina Goryackina – Russia
Richard Jaronek – Czeck Republic
Grozdana Bankovic - Serbia and Montenegro
Milorad Duknic – Serbia and Montenegro
Igor Vlcko – Slovakia
     Paul Kennington – England
Miroslav Toncik – Slovakia
Jozef Valachove – Slovakia