STATUTE OF THE CIVIL NON-PROFIT COMPANY NAMED “PELARGOS NATURA CIVIL NON-PROFIT COMPANY” (TIN 997376120, G.E.M.I. No. 131070501000)

Article 1
Establishment – Name – Headquarters – Legal Personality

1.1 A civil non-profit company is established, governed by Articles 741 et seq. of the Civil Code, under the name “Pelargos Natura Civil Non-Profit Company” and the distinctive title “Pelargos Natura.” The Company may use its name also in Latin characters or in translation in another language.

1.2 The headquarters of the Company is established in the Municipality of Spata – Artemida. The Company may change its address within the boundaries of the aforementioned Municipality without amending its Statute. The Company may establish branches or offices within or outside Greece.

1.3 The Company shall acquire legal personality by complying with the publicity requirements stipulated by law.

Article 2
Purpose

2.1 The purposes of the Company are scientific, philanthropic, and in no case for profit. The main purpose is to make a substantial contribution to the Protection and Conservation of Greek Biodiversity, specifically Wild Fauna, where it faces problems, either anthropogenic or environmental. Additionally, the Company aims to contribute through appropriate initiatives and actions to provide reliable information on general as well as specific issues that relate indirectly or directly to the Protection of Biodiversity and Greek Fauna, with the ultimate goal of informing and ultimately raising awareness among the general public in the areas of operation.

Specifically, among the purposes of the Company are the following:

  1. a) To strengthen initiatives and actions to resolve issues affecting the welfare, protection, and conservation of Greek wild fauna.
  2. b) To take initiatives for the natural environment where species of interest to the Company’s activities live, the health of which is a necessary condition for their well-being.
  3. c) To organize and mobilize voluntary actions to support scientists, scientific companies, and organizations for the Protection and Conservation of Wild Life, as well as to implement projects and actions of various forms for the benefit of threatened and endangered species.
  4. d) To organize actions concerning the promotion and support of current issues related to the Protection of Biodiversity and Greek Wild Fauna, and scientific developments in this area, which will lead to the timely and most effective possible protection of biodiversity and its habitats.
  5. e) To highlight and address issues to the relevant authorities of public or private entities, social organizations, and non-governmental organizations that deal with issues of Biodiversity and Greek Fauna Protection.
  6. f) To participate in programs related to the promotion of its purposes, funded by the State, the European Union, or other domestic or international philanthropic organizations, private companies, or individuals.
  7. g) To organize seminars, workshops, conferences, and symposiums concerning issues that relate indirectly or directly to the Protection of Biodiversity and Greek Fauna, as well as issues concerning scientific subjects related to them.
  8. h) To design, supervise, implement, and apply studies, programs, and actions in cooperation with public or private entities, philanthropic organizations, and non-governmental organizations, in the fields of science and the development of actions to inform the general public about issues that pertain to its purposes.
  9. i) To organize information campaigns on general as well as specific issues that relate indirectly or directly to the Protection of Biodiversity and Greek Fauna.
  10. j) To create specialized educational material, publications, information archives, and libraries on topics related to its purposes.

2.2 To achieve the above purposes, the Company may:

  1. a) undertake all kinds of actions, independently or jointly with other individuals or entities, natural or legal, profit or non-profit, in Greece or abroad, including, but not limited to, conducting all types of research, processing all kinds of methods, providing relevant advice and services, providing support without limitation regarding the means or method of providing assistance to other persons or groups of persons, publicly announcing positions or opinions (through television, radio, websites, periodicals or other publications, newspapers, magazines, etc.), collecting data from the public, disseminating data to the public, organizing and implementing educational and other programs, providing informational products and information, creating printed and electronic publications, developing websites, and generally creating and utilizing technological means, services, and tools to achieve its purpose,
  2. b) enter into all kinds of contracts (including, among others, contracts for projects, contracts describing objectives, methods, and specific actions to achieve specific measurable results and/or deliverables, which will be the subject of these contracts, etc.), employ employees and consultants without limitation, with or without compensation, rent spaces and resources, acquire intangible or tangible fixed assets, exploit its property without limitation regarding the nature of the property or the method of exploitation, and generally act as a legal entity in any lawful manner to promote its statutory purpose and the actions related to its realization, and establish associations or charitable foundations pursuing similar or related purposes,
  3. c) maintain bank and other accounts, enter into loan and credit agreements with banks and individuals, grant agreements, and generally execute any legal transactions within the framework of its activities,
  4. d) develop any other activity related to the above purposes, of which the specific objectives and actions are mentioned indicatively and not exhaustively.

2.3 The activities of the Company are not limited to Greece and may extend to countries within the European Union or third countries.

Article 3
Duration

The Company is established for an indefinite period.

Article 4
Contributions

4.1 The capital of the Company is set at one thousand euros (€1,000.00), for which the partners have agreed to contribute the following assets:
a) Partner Mr. Rallis contributed five hundred ten euros (€510.00), thus his share amounts to 51% of the company’s capital,
b) Partner Ms. Kazazou contributed four hundred ninety euros (€490.00), thus her share amounts to 49% of the company’s capital.

4.2 Each partner’s share in losses is limited and corresponds to the amount of their contribution. Given the non-profit nature of the Company, its revenues will not be distributed among the partners but will remain in the Company’s treasury to form reserves for achieving its purposes.

Article 5
Resources

5.1 Besides the partners’ contributions to the formation of the company’s capital, the resources of the Company may include the following:
a) Regular subscriptions or extraordinary contributions from the Friends of the Company,
b) Regular or extraordinary funding, grants, sponsorships from any public or private organizations, entities, or companies, state agency subsidies, the European Union, other states, international organizations, or local government organizations,
c) Inheritances, legacies, donations from natural or legal persons under private or public law,
d) Income from the activities of the Company, including sales of publications, gift items, clothing, etc., and organizing events and conferences,
e) Any other revenue that may legally arise from the operation and activities of the Company.

Article 6
Management

6.1 The management, administration, and representation of the Company shall be exercised by the Manager, as defined in Article 6.2 of this document, who will manage and represent the Company for the entire duration of its existence.

6.2 For the entire duration of the Company, the Manager shall be the partner Rodolphus Rallis of Georgios.

6.3 The Manager exercises all management, administration, and representation acts of the Company, through lawful actions within the framework of applicable legislation, and under any potential restrictions from the General Assembly of the partners. Specifically, the Manager, subject to the provisions set forth in Article 6.4 of this statute:
a) Represents the Company and binds it with his signature under the corporate name in any relation or transaction with any third party, natural or legal person, public or private law, domestic or foreign, before banks, savings institutions, and organizations.
b) Concludes employment contracts, service contracts, and works on behalf of the Company with third parties, makes payments, and collects money from companies, individuals, banks, funds, and savings institutions by signing receipts and payment orders and wire transfers, both domestic and international.

6.4 Specifically, for the Manager to undertake the following explicitly named actions, prior approval from the General Assembly of the partners is always required:
a) For the conclusion of any contract with a subject exceeding the amount of €30,000.00 or for a duration exceeding one year, provided they cannot be terminated without penalty by the company.
b) The purchase and sale of real estate.
c) The leasing or renting of real estate with a monthly rent exceeding the amount of €1,000.00.

6.5 No remuneration shall be due to the Manager for the administration and management.

6.6 The Manager may delegate specific actions or the conclusion of specific transactions to another person, partner, or employee of the Company or to a third party with a special authorization.

Article 7
General Assembly

7.1 The highest body of the Company is the General Assembly of the partners, which is convened with individual invitations sent by the Manager. The General Assembly decides on all matters. Specifically, the General Assembly may dismiss the Manager for just cause, approve the financial statements and accounts of the Company, approve the budget of expenses for the following year prepared by the Manager, approve operational and activity regulations of the Company, amend this statute, elect the Advisory Committee, etc.

7.2 The General Assemblies are regular and extraordinary. Regular ones are held once a year in January. Extraordinary ones are held whenever the Manager deems necessary or whenever convened by the partners as provided in Article 7.1.

7.3 The General Assembly is in quorum and proceeds legally with its work if more than half of the partners are present or represented lawfully by written authorization submitted to the Manager. The work of the General Assembly is directed by the Manager, assisted by a Secretary, elected by the attending partners at the Assembly.

7.4 Decisions of the Assembly are made by an absolute majority of all present partners unless otherwise provided in this document. Specifically, for the amendment of the statute, a majority of 4/5 of the total number of partners is required. Also, if just cause exists, the General Assembly may dismiss the Manager by a decision made by at least 4/5 of the total number of partners.

7.5 Concurrently with the functioning of the General Assembly, a permanent Advisory Committee will operate, consisting of 3 to 15 members, elected by the General Assembly of the partners, and composed of partners or third parties of recognized stature. The term of the Advisory Committee will be three years. Its main purpose will be to provide advice to the Manager on all strategic, initiative-related matters, etc., in cooperation with the General Assembly of the partners. Members of the Advisory Committee may be re-elected, and the General Assembly may determine a fee or compensation for their participation.

7.6 The General Assembly of the partners may, at any time, by a decision taken by an absolute majority of all present partners and at no cost to the Company, elect a new Advisory Committee, even before the expiration of its term.

Article 8
Liability of Partners

The Company is a legal entity as defined in Article 784 of the Civil Code, and the liability of the partners for obligations arising from the management of the company’s affairs is limited to the amount of their contribution as defined in Article 4 of this agreement.

Article 9
Employment of Partners

A partner may be employed by the company to provide services, work, etc., related to their professional status, always adhering to the provisions of the law regarding the hiring process, payment of fees, etc. If a partner who will be employed by the Company is also its Manager, the relevant contract will be approved by the General Assembly at its next meeting.

Article 10
Transfer of Partnership Share – Admission of New Partner – Exclusion of Partner

10.1 Each partner may assign in whole or in part their share with the prior agreement of 4/5 of the other partners.

10.2 The admission of a new partner is decided by the General Assembly of partners, requiring a majority of 4/5. The new partner contributes their share amount to the Company’s capital, which will be determined on a case-by-case basis by the General Assembly.

10.3 If a partner violates their obligations to the Company, particularly hindering its smooth operation, they may be excluded by a decision of the General Assembly of partners, taken by a majority of 4/5. In such a case, the excluded partner is entitled to receive their contribution as per Article 4 of this agreement, and only if it is preserved.

Article 11
Dissolution

11.1 The Company is dissolved upon a unanimous decision of the partners.

11.2 It is expressly agreed that in the event of the death of any partner, the Company will not be dissolved but will continue among the surviving partners and the heirs of the deceased, who will be entitled to inherit their share in proportion to their inheritance share.

11.3 Similarly, it is expressly agreed that in the event of a partner’s departure, submission to judicial assistance, or declaration of bankruptcy, the Company will not be dissolved but will continue among the remaining partners.

11.4 In the cases of death, departure, submission to judicial assistance, or bankruptcy of a partner, the Company has no obligation to the departing partner or the heirs of the deceased, except for the return of their contribution as per Article 4 of this agreement, provided it is preserved and they do not wish to assume the position as specified in the second paragraph of this article.

Article 12
Withdrawal of Partner

Any partner may terminate the partnership agreement concerning themselves only and withdraw from the Company. In this case, the Company continues its operation among the remaining partners, and the provisions of paragraph 4 of Article 11 will apply. If only one partner remains, they may continue the company by hiring one or more new partners, but changes or modifications to the purposes of the company as stated in Article 2 of this agreement are not permitted.

Article 13
Liquidation

13.1 The dissolution of the Company is followed by the stage of liquidation. Unless the General Assembly decides otherwise, the liquidation will be conducted by the Manager.

13.2 During liquidation, the liquidator is obliged to:

  1. a) Conduct an inventory of the company’s assets,
    b) Maintain the books of the Company required by law and the Articles throughout the liquidation period,
    c) Immediately finalize the Company’s pending matters,
    d) Collect all types of claims of the Company,
    e) Settle the Company’s obligations,
    f) Return the partners’ contributions, if these are preserved,
    g) Choose the liquidation procedure that is appropriate under the circumstances, and
    h) Distribute any profits and assets to civil non-profit companies or associations that pursue similar goals to those of the Company.

Article 14
Dispute Resolution

Any dispute regarding the interpretation, application, and execution arising from this agreement shall be compulsorily resolved by arbitration according to the provisions of Articles 867-901 of the Civil Procedure Code and shall be exclusively subject to the competent courts of Athens.

Article 15
Friends of the Company

15.1 To achieve the goals of the Company, it may be assisted in its work by third parties – Friends of the Company.

15.2 Friends of the Company are considered citizens whose interest, work, or expertise aligns with the goals of the Company, or whose general prestige may contribute to the promotion of the Company’s objectives. For this purpose, they sign a prepared document declaring their support for the Company’s objectives, which is approved by the partners.

15.3 Friends of the Company have the right to use this title and enjoy the privileges that come with it, as determined by the Company from time to time.

Article 16
Final Provisions

For any matter not expressly provided for in this agreement, the relevant provisions of the Civil Code shall apply.

This statute, consisting of 16 articles, was signed by the contracting parties in three originals, each receiving one identical copy, while the third will be published legally.