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CHARTER FOR THE FORMATION OF A PRIVATE NON-PROFIT UNDER THE NAME “STAND BY ME LESVOS”


In Mytilini, today, April 3rd 2017, the following individuals, friends, and supporters of the students and educators of the Second Chance School of Mytilini (SCSM)
  1. Michalis Aivaliotis, of Stavros and Metaxia, School Principal of SCSM,
  2. Maria Roumeliotou Travel agent
  3. Despoina Sarigiannaki, educator of English for adults in the SCSM,
  4. Mohammad Akram, craftsman
  5. Aikaterini Kazakou, lawyer
agreed upon the formation of the private non-profit Company, according to the article 741 of the Civil Code.

CHAPTER A
FORMATION-NAME-BASE-AIM-DURATION
ΑRTICLE 1
FORMATION-NAME
  1. The private non-profit Company is formed under the name “Stand by Me Lesvos ΑΜΚΕ”. The  corresponding Greek name is “ΣΥΜΠΑΡΑΣΤΑΣΗ ΛΕΣΒΟΥ ΑΜΚΕ”.

ARTICLE 2
BASE
  1. The base of the company is in the municipality of Mytilini in Lesvos, of the region of North Aegean, address 19  Archipelagous  street.
  2. The manager can decide to form and maintain branches or offices anywhere, if it helps the activities of the organization.

ARTICLE 3
AIM
  1. The aim of the organization is to promote common and social welfare. More specifically, to support and actually help vulnerable groups of people in Lesvos or any other place, as well as people who are threatened with social exclusion.
  2. In particular, the aims of the AMKE are
  1. Sustainable development and
  2. Providing social services of general interest

  1. Sustainable Development
Regarding the promotion of sustainable development, the organization will undertake activities that:
  1. Promote the occupation, creativity and expression through counseling, education and training,
  2. Promote environmental sustainability
  3. Contribute to social and financial equality
  4. Protect and develop the common goods
  5. Promote intergenerational and intercultural merging, emphasizing on the particularity of the local societies.

More specifically, the aims of the organization regarding sustainable development concern the following activities
  1. Sustainable agriculture and animal breeding, emphasizing on the preservation and promotion of local varieties that are threatened with extinction, and on the prevention of the introduction of genetically modified organisms.
  2. Locally and regionally supported agriculture or animal breeding, that promotes the direct trade between producers and consumers, and makes necessary goods more easily accessible to the most vulnerable groups of the population. 
  3. Fair trade. Fair trade means trade based on dialogue, clarity and mutual respect that maximize equality in the national and local trade market. It contributes to sustainable development, offering better terms of supplying products and securing the rights of the marginalized producers and workers.
  4. Energy production from renewable sources in a small scale, and development of technology that reduces energy consumption.
  5. Reduction of the litter and waste produced at a local level, with the participation of citizens, through recycling and making good use of litter, or re-designing the way of production and distribution of goods.
  6. Alternative, thematic and eco-tourism.
  7. Design and distribution of innovative and free digital products and services, or other technological products that promote equality in production, which is based on common goods.
  8. Production, processing, promotion or preservation of the productive or cultural legacy of every place.
  9. Promotion of free cultural creation.
  10. Management of real estate according to social and environmental criteria.
  11. Provision of social services of general interest.
More specifically, bearing in mind the provision of social services of general interest, the organization will act with the purpose of offering life quality and social protection services to groups like:
  • Elderly
  • Children
  • Unemployed
  • Handicapped people or people with long-term illness
  • Immigrants, socially excluded refugees, or people who are threatened with social exclusion
and will offer services of
  • Massive transportation and alternative tourism
  • Education, training and counseling
  • Social housing
  • Food supply
  • Child-nursing
  • Long-term nursing
  • Social help
All the above services will not substitute the general state obligations of practicing its social policy.

In more detail, the activities of the organization will concern the following:
The organization will engage in the following activities.
  • Counseling, and guidance as to job-searching
  • Education, training and skills-development, targeted on the occupational rehabilitation of the target-group
  • Target-group transportation by bus
  • Trade of handicrafts, jewelry, and presents made by the target group
  • Recycling, processing and repairing services
  • Agricultural activities
  • Food supplying-catering
  • Social housing services, hostels offering temporary shelter and care
  • Creative activities for children
  • Cleaning buildings
  • Newsletters through internet videos or print
  • Thematic excursions and tourism.

ARTICLE  4
DURATION
The duration of the organization is indeterminate, and starts at the moment of the legal publication of this charter at the G.E.MI (General Commercial Registry). The organization goes on as long as it can fulfill its goals and has the necessary capital and materials for this purpose. Its dissolution can be decided by the General Meeting, with an increased majority of 2/3 of the members’ votes.

CHAPTER B
MEMBERS-REGISTRATION-RESIGNATION-SUSPENSION-
OBLIGATIONS-RIGHTS

ARTICLE 5
MEMBERS
Members of the organization can be:
Individuals who are inspired by and sensitive to the ideas and aims of the AMKE. New members have to abide by the criteria of the law, must be over 18 years old and must be accepted by the founding members, on the grounds that their membership contributes to the causes of the AMKE.

ARTICLE 6
MEMBER REGISTRATION

  1. After the formation of the AMKE, interested individuals can become members  by handing in a written application form  to the Manager.
  2. The registration of new members is approved by the first General Meeting that takes place after the application is made, with a special majority of seventy percent (70%) of the votes. The membership is activated the moment it is approved by the General Meeting.
  3. New members can take part in the decision making and election processes only after their registration has been approved by the General Meeting.
  4. Individuals who support the organization’s causes and wish to contribute to its efforts can become members of the AMKE without a right to vote, on the condition that they qualify, based on the law criteria, and that they be accepted by the Manager of the organization. These members, with no right to vote, pay a contribution of one hundred euros, at the time of their registration, which is under no circumstances refundable. 
  5. Registration of members or members without voting rights does not require a charter amendment. It is only added to the AMKE books, according to article 21.1.a.

ARTICLE 7
RESIGNATION AND SUSPENSION OF MEMBERS

  1. AMKE members have the right to resign, as long as they hand in a written resignation to the Manager.
  2. AMKE members can be suspended by a decision of the General Meeting with a  special majority of seventy percent (70%) of all the members of the AMKE, if they do not comply with their obligations and their manners cause damage to the interests of the AMKE. For the suspension to be valid the members ought to have been notified, in a written form, to apologize.
  3. In case of resignation or suspension of a member, due to death or injunction, the organization goes on with the rest of the members. Every member has the right to contest their relationship with the MAKE, and terminate their membership with no claims against the organization.
  4. The resignation of members does not require a charter amendment. They must only be removed from the AMKE books, according to article 21.1.a.

ARTICLE 8
OBLIGATIONS OF MEMBERS

  1. The members of the AMKE have the following obligations:
  1. To take part in the activities of the organization and cooperate for its operation, and stay away from actions that harm its interests.
  2. To follow the orders of the AMKE charter, the decisions of the General Meeting and the Managers, and to protect the organization’s interests.
  1. New members have to contribute the amount of at least one hundred euros (100€), which is, under no circumstances, refundable.

ARTICLE 9
MEMBERS’ RIGHTS
  1. The members of the organization have the right to take part in the General Meetings with one (1) vote, regardless of the amount of the capital they have contributed, and they also have the right to elect and be elected under the terms of this Charter and the Law. Members without a voting right have the same rights and obligations with the rest of the members, but they cannot vote or be elected.
  2. Every member has the right to access information regarding the ongoing AMKE cases, and receive copies of the proceedings of the General Meeting and the Manager’s decisions, as well as the Financing Reports of the AMKE.
  3. AMKE members can be employees of the organization with a dependent employment contract, can be paid for their service and have the rights and obligations defined by the Labour Law. The AMKE is responsible for paying their social security contributions.
  4. Services provided for the causes of the AMKE by members or members with no voting rights, who are not AMKE employees, are considered to be unpaid order contracts, defined by the articles 713 of the Civil Code. Order contracts between AMKE members and the AMKE must be in written form, describe the provided services clearly, and have a limit of 16 hours maximum per week.

ARTICLE 10
ΑΜΚΕ and NON-MEMBERS RELATIONSHIP

  1. AMKE has no social security obligations to non-members who volunteer, if all the below criteria are met: a. Volunteering produces no direct gains for the organization. b. The volunteering action has been pre-decided by the Manager. The decision, invitation and volunteering schedule are recorded in proceedings, which are uploaded on the AMKE website prior to the action. c. The volunteers have been registered in the Register of Volunteers of paragraph 3, article 3 of the 4430/2016 Law.

CHAPTER C
FUNDING-CAPITAL CONTRIBUTION

ARTICLE 11
FUNDING
The funding of the AMKE derives from:
  1. The initial capital and the new capital contributions.
  2. Gains from the organization’s activities.
  3. Funds from the Public Investments Program, the European Union, international or national organizations, local government authorities (of the 2nd degree) and funds from other programs.
  4. Capital from foundations, third-party donations, and granted use of assets. 

ARTICLE 12
CONTRIBUTION
  1. Every member that registers is obligated to make a contribution, that is hereby decided to be one hundred euros (100€).
  2. The founding members and every new member are obligated to contribute, in cash, the mandatory contribution within one (1) month’s period from the AMKE’s lawful registration, or their own membership registration, accordingly.
  3. The contribution is undivided and of equal amount for all AMKE members.
  4. Contributions can under no circumstances be returned. They are granted to fulfill the aims of the AMKE.

CHAPTER D
GENERAL MEETING

ARTICLE 13
EXECUTIVE POWER OF GENERAL MEETING

  1. The General Meeting of the members is the supreme body of the AMKE and decides on every case that has to do with the organization. It also supervises and controls the administrative body.
Its lawful decisions are binding for all members who are absent or disagree.
  1. The General Meeting is exclusively responsible for:
  1. The amendment of the charter
  2. Merging, extending the duration, dissolving and reforming the AMKE. 
  3. Approving and amending the Rules of Procedure of the organization
  4. The general terms of the AMKE activities.
  5. Approving the Balance and the Income Statement.
  6. Electing and discharging the manager and union representatives from all responsibilities, as well as discharging any member of the Managing Committee. 
  7. Enforcing contributions to the members to cope with exceptional damages or other emergencies
  8. Approving the AMKE’s participation in associations, or unions of organizations, and its resignation.
  1. The General Meeting comprises of all the AMKE members who come together in a scheduled or extraordinary meeting. The members take part in the Meeting and vote in person. All members take part in the meetings with one (1) vote each, regardless of the amount of contribution they have made beyond what is obligatory.

ARTICLE 14
CONVOCATION OF GENERAL MEETING 

  1. A scheduled General Meeting  takes place at least one (1) time every year, and is also scheduled right before the yearly Income Tax Statement. This Meeting is decided and convoked by the Manager, who notifies the members at least three (3) days earlier.
  2. An extraordinary General Meeting of the members can also be convoked, with a notification to the members at least two (2) days earlier, either on the manager’s initiative or on the initiative of  1/3 of the members of the General Meeting, provided that they have notified the manager accordingly, regarding a particular issue. Should the manager refuse to convoke the meeting, the members can call the meeting themselves.
  3. The manager’s convocation specifies the place, the day, the time of the Meeting and the issues on the agenda. The invitation takes place at least seven (7) days prior to the Meeting, through personal letters or any other means that have been decided.
ARTICLE 15
QUORUM
The General Meeting has quorum when ½ of its members are present. If there is not a quorum, a new General Meeting must be convoked in two (2) to seven (7) days’ time, and the same quorum is required. Decisions are made by an absolute majority of the present members.

ARTICLE 16
CONTESTING GENERAL MEETING DECISIONS
  1. Decisions of the General meeting that oppose the law or the AMKE charter are invalid from the start and of no legal effect.
  2. General Meeting decisions can be contested by a 2/5 of AMKE members in a period of thirty (30) days from the proceedings’ documentation, at the Court of First Instance of the region of the AMKE, during the regular procedure.

CHAPTER E
MANAGER

ARTICLE 17
TERM OF OFFICE
  1. The management of the AMKE is at the hands of the Manager, who gets elected by the General Meeting. In case the Manager is unavailable the management is at the hands of the deputy manager.
  2. The term of office is three (3) years and can be extended to a maximum of three (3) more months after its end. In these months the General Meeting must be convoked to elect a new manager and deputy manager. In case the term of office is renewed, there is no need for a charter amendment.
  3. Managers must declare their election within one (1) month, for it to be registered in the General Register of Social Economy.
  4. The first manager of the AMKE is Michalis Aivaliotis, social security number 045651707, deputy manager is Maria Roumeliotou . Their three-year term of office starts from the day the AMKE is registered at G.E.MI (General Commercial Registry). The managers represent and bind the organization in dealing with every organization, bank, e.t.c., with their signature under the organization’s name.

ARTICLE 18
MANAGER’S ADMINISTRATIVE POWER

  1. The manager administrates and represents the AMKE according to the charter’s and the law’s regulations, and decides on every issue regarding its administration and management, apart from those belonging to the General Meeting’s authority.
  2. The managers should demonstrate the same diligence for the AKME’s administration as if its cases were their own, and are responsible for compliance with any restrictions regarding their representing rights, according to the charter or the General Meeting’s decisions.
  3. The manager has the right to transfer responsibilities to one or more AMKE members or AMKE employees.
  4. The manager’s office is considered to be an honor and is thus unpaid.
CHAPTER F
ΑCCOUNTING PERIOD –ANNUAL FINANCING REPORTS –BOOKKEEPING

ARTICLE 19
ACCOUNTING PERIOD

The accounting period is twelve months, starting on 1st January and expiring on 31st December of every year. The first accounting period starts from the moment of the legal formation of the organization and expires on the 31st December of the same year.

ARTICLE 20
FINANCING REPORTS
  1. At the end of the accounting period the manager makes the financing reports that are due according to tax legislation, and the Managing Report, and presents them to the General Meeting for approval.
  2. The financing reports and the Managing Report must be available to the AMKE members at least fifteen (15) days prior to the day of the convocation of the scheduled General Meeting.
  3. The manager is obligated to upload the financing reports on the AMKE website, within thirty (30) days from the date of their approval by the General Meeting.

ARTICLE 21
AMKE BOOKKEEPING
  1. The AMKE keeps the books that are demanded by tax legislation and it also keeps:
    1. A book of registry of members and members without the right to vote, in which entries are made chronologically, including the registration date, full name, father’s name, address, number of shares and their value, as well as any suspension dates of the members.
    2. A book with the proceedings of the General Meeting.

CHAPTER G
DISSOLUTION – LIQUIDATION

ARTICLE 22
DISSOLUTION

    1. The AMKE is dissolved:
If the General Meeting decides so by an increased majority of article 14 of this charter, or in case of declaration of bankruptcy.

ARTICLE 23
LIQUIDATION
  1. Regardless or the way the organization is dissolved, it comes into a state of liquidation, which must be stated in the Registry.
  2. The AMKE goes on even after its dissolution, for as long as the liquidation takes place. In case of liquidation, AMKE members are considered to be co-liquidators. The General Meeting can appoint another person or a third individual or individuals as liquidators. Liquidators receive no payment for their service. During the liquidation process pending cases are taken care of, and most importantly, debts are recovered or paid and assets are liquidated. If  there are only liabilities, the liquidators move on with the liquidation. Members of the AMKE have no claims over their unspent capital or contributions.
  3. If the liquidators are more than one, they make decisions by an absolute majority.
  4. The liquidators’ decisions can be contested within thirty (30) days by anyone with a legal interest,  at the Court of First Instance of the region of the AMKE, during the regular procedure.


THE FOUNDING MEMBERS
1) ...................  ...............  
2) ...................  ...............  
3) ...................  ...............  
4) ...................  ...............  
5) ...................  ............... 








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