Article of Incorporation of «Pathways to Synthesis»

In Athens today on March 29th, 2010 the below signatories:

Agreed and recognized the constitution of an Educational Civic Not for Profit Corporation according to the ordinances of articles 741-748 of the Civic Code IMG_0708and the following special terms and conditions:

Article 1 – Trade name – Headquarters
The corporate trade name is set as “Dromoi Synthesis” and in English “Pathways to Synthesis” and its headquarters at Argalasti of the Southern Pelion Municipality in Magnesia Prefecture. At the corporate members’ decision additional branches may be opened within the pref
cture as well as in other country boroughs or European or other foreign countries abroad. The corporation may change its address within the limits of its headquarter prefecture without any prior change in its article of incorporation.

Article 2 – Corporate Goals

  1. The nurturing of a Peace Education that creates a consciousness of:
  • Humanity’s Unity with Nature – from its dom
    nant use to unity.
  • A Global Economy of sustainable growth-From industrial exploitation to sustainable growth, sustainability or permaculture.
  • From disease control – To a healthy physical, emotional, mental and spiritual living.
  • A Planetary civilization of Wisdom – From Intellectual knowledge to heart focused Wisdom.
  • A participatory society – from rule by authority to participation, contribution, sharing of material and immaterial goods.
  • Planetary Peace & Freedom – From national or racial isolation to the Human Society.
  1. The diffusion and notification of the World Core Curriculum (WCC) spirit of the Robert Muller International Schools otherwise known as “UN Schools of Peace”. The diffusion and growth of a modern infant and kindergarten education based on the “Balanced Beginnings” program for an Education of Right human relations.
  2. The free provision of social services within the training-Education sector as above (1) stated.
  3. The promotion of solidarity and volunteerism. Training society and active volunteer citizens on the issues of fighting and lifting social and economic isolation through Education. “Paths of Synthesis” volunteers commit to offer an Education of Peace and training services to all vulnerable populations in the world and Greece: to victims of natural disasters, famine, disease (epidemic, endemic, AIDS) warfare, political violence, refugees, expats, minorities, street children, mothers imprisoned and their kids, prisoners, drug addicts and all people deprived of access to the right of Knowledge.
  4. Cooperation with the “University for Peace International” – U.N in Costa Rica, the “Radio for Peace International” , with other Non-Governmental Organizations ,international or local aiming for the development of dialogue with the Greek society as well as formal state bodies.
  5. Cooperation with bodies of Local Government, Prefectures as well as the creation of Networks and FORUM for the servicing of needs and achieving its corporate goals in Greece, E.U and abroad.
  6. Experimenting and gaining of a Community consciousness through the free exchange and contribution of services and goods between the members of the not for profit corporation “Paths of Synthesis”.
  7. Experimenting and application of building construction practices with natural materials that leave a low ecological footprint.
  8. Witnessing- Denunciation. The driving principle of the organization is that every human being has the right to Education. All without exception above activities are addressed to persons or groups of population irrespective of color, race, religion, age, nationality, ideology, dogma or political conviction.
  9. Therefore “Paths of Synthesis” acts on the base of the principle of neutrality and impartiality. The fact that it retains impartiality does not stand in the way of talking openly when it comes to the infringement of human rights whenever its members eyewitness such on the field. Wherever it is possible, “Paths of Synthesis” will notify of the risks from such infringements either through silent diplomacy or with the help of Mass Communication Media.

Article 3 – Means 

For the obtaining of the above goals the corporation intends to develop the following activities and subjects:

  1. The representation of the Robert Muller International Schools or Schools for Peace U.N in Greece & Europe.
  2. The staging of seminars, conferences, symposiums and workshops for teaching and research purposes in relation with education, presenting whenever and wherever this is deemed necessary certificates or affirmations of attendance for such activities. The seminars and workshops will be provided for free, without any need of payment by the participants. The same applies for the seminars and symposiums which will be held free of entrance charges and only for the sake of exchange of opinions on issues of Education and training for Right human relations in an era of crises.
  3. the creation of a space, “Enarghia-Global Cultural Center” at the Horto settlement of the Argalasti Municipality of the Magnesia Prefecture ,where it will operate as a space for the hosting of the continuous activities of the corporation.
  4. The corporation may sponsor scholarships or awards of a fiscal value. The scholarships and the awards will be sponsored from the corporate reserves under the legal form of donation.
  5. The corporation may proceed to publish and distribute informational prints or books of any format digital or print. The distribution of prints and books will only be done for free.
  6. The international cooperation with organisms,school and university entities,research and scientific centers,persons or legal entities pursuing respective objectives in the European or larger international areas as well as the establishment of steady links of communication, exchange of information and cooperation with entities as the E.U, UNESCO, UN Secretariats and every in general scientific, spiritual and social activity that promotes the goals of the corporation with parallel creation of technological and economical infrastructure for its development.

Article 4 –Duration

The corporation has an indefinite duration commencing from the day of its registration in the books of corporations of the Volos Court of first instance.

Article 5 – Capital

A)The assets of the corporation consist initially of the donations of its associates that sum up to the basic capital amount of 3thousand euro and analytically to the associate’s donation as follows: Each associate has deposited today to the corporation’s cashier the amount of 500 Euro. Annual member contribution will be: €190,00

Article 6 – Resources

Besides the associates donation for the formation of the corporate capital,other resources may be indicatively be also :

  1. Regular or extraordinary donations, contributions, patrimonies of its corporate members or and friends and third party supporters.
  2. Grants and donations by Public sector, Legal entities of Public or Private Law as well as the E.U or and persons from Greece and abroad.
  3. From any in general rights and obligations that will be created during the course of its operation.
  4. Any potential copyright or other legal income that may arise out of the lawful operation and activity of the corporation.
  5. Every income whose acceptance does not infer upon the goals and applicable legal ordinances.
  6. In any case, the total sum of corporate incomes stemming out of any source will be allocated to the servicing of its goals and will not be dispersed among its associates as profit because of the corporation’s NFP “not for profit” status.

Article 7 – Members

Any registration of a new member may be effected upon a written request and the G.A/ General Assembly’s decision that is convened adhoc at the President’s summons and suggestion.

The approval of a member’s registration necessitates a unanimous decision by its members. In the case of new associate members, the registration amount will be set by the G.A at the President’s suggestion.

Departing members receive back the amount of their donation in case it has not been consumed due to corporate loss. In no circumstance ever do the members have the right to demand upon their departure to receive on the grounds of any reason, any amount whatsoever of corporate assets larger than their donation.

Article 8 – Support and honorary members

Honorary members are declared individuals that contribute significant services in the efforts of cultural development in the Greek territory and international one.

Support members are declared individuals that want to help in the fulfillment of corporate goals, by means of material or financial or other substance or legitimate type of contribution.

More on above may be described within the corporate internal rule.

Article 9 – Board of Trustees

All corporate issues are managed by the Board of Trustees that manages the corporation and consists of four members, which the General Assembly of members elects for a three year period.

The Board of Trustees decides on every issue that concerns the management and representation of the corporation which does not fall under the jurisdiction of the associates’ General Council. The members of the departing Board of Trustees are always eligible for reelection.

The Board of Trustees is elected by the associates’ General Council for a 3 year period term, on the basis of absolute majority of its total members count. Immediately after its members election it is convened into a body and elects from its members:

A President, Vice President, Manager and Secretary.

The Board of Trustees is appointed with the present article and consists of the following members:

The B.O.T decides on each issue that concerns the activities of the corporation except of the ones belonging to the jurisdiction of the Council of associates in accordance with the law and the statute. Indicatively the B.O.T either as a body or usually by its president represents the corporation in front of courts and any authority, Bank, Individual or Legal entity. It covenants all types of contracts binding the corporation always in line with its mission, covenants and collects on loans, subsidies and financing of all type and on conditions it deems in line and with and for the benefit of the corporation, it hires and fires employees and contractors, it convenes the General Assembly as per its statute and sets the order of the day.

The B.O.T may decide on the basis of unanimity of its members to assign all or part of its jobs within its scope to one or more of its associates or and any third party.

The B.O.T convenes at its corporate headquarters whenever corporate needs call for it by invitation of its President or two associates. Council members when hindered for any reason may be represented at the meeting by another member of the B.O.T upon written authorization to it which will either be a power of attorney document or a private document of certified dating dully attesting to the signature’s authenticity by police or other responsible authority and that will contain specifically the B.O.T’s daily order that the authorizing member cannot attend as well as its opinion on the issues of the daily order that the authorized associate is obliged to follow to the letter. The B.O.T’s decisions are taken, if a quorum is achieved, which consists of the physical presence of at least three of its members – on a majority basis of the present members, unless and if something else is set in the present statute. Each council member may represent only one member.

In case of discordance relating to the mode of management or representation of the corporation, the relative B.O.T decisions are taken by majority rule on the count of the total of its members. In case of parity the issue is being forwarded to the associates’ Assembly that is convened ad hoc for such purpose.

In case of inability for a decision to being taken on the basis of majority rule by the B.O.T and the G.A the Ordinances of the Civic Legislative Code are accordingly applied regarding the appointment of a temporary management by the One Judge Court of First Instance following the forwarding of a petition by any associate.

The B.O.T’s President and in the case of hindrance the Vice President represents in front of any third party the corporation i.e. in front of Courts, Government Treasury and State Entities, Banks and Private enterprises. The president may, in case of inability to execute a specific management order, be represented by a third party authorized in written only for the specific order. He refers to the G.A on issues of corporate management and takes upon him the execution of G.A decisions. The above stated responsibilities are indicative and not exclusive.

The administrator or his deputy is in charge of economic management and the corporate cashier and indicatively signs any type of corporate contracts with any third party, committing the corporation solely by his signature under the corporate name, issues and accepts, back signs bills of exchange, promissory notes by order and bank checks ,always by signing under the corporate name and in the case of contracts relating to withdrawal or payment of an amount equal or above 5 thousand euros (€5,000.00) ,two authorized signatures are necessary. The above responsibilities are indicative and not exclusive. When the administrator is hindered or absent his deputy is appointed each time by the B.O.T as his substitute.

The Secretary conducts all correspondence, keeps truck of the membership Registers, the Registers of both BOT and G.A sessions and in general takes care of anything relating to corporate procedures and activities. He countersigns with the President on the Board sessions minutes and outgoing corporate correspondence documents. Above stated responsibilities are indicative and not exclusive. When absent or hindered the Secretary is substituted by a BOT appointee.

Article 10 – General Assembly

  1. The associates’ G.A is the highest corporate forum and has the right to decide on any issue of concern. It discusses and decides on issues and corporate activities at regular annual meetings and extraordinary sessions whenever at minimum ¾ of its members request its summons.
  2. The invitation for a G.A is communicated to the members at least (10) days prior to its summons. On the invitation appear the date, the hour and the daily agenda of the G.A. The G.A is considered in quorum when all its members are present. If no quorum is achieved then a repeat invitation is extended within seven (7) days. This consequent session is considered in quorum irrespective of the number of members being present.
  3. In the G.A members may participate either themselves or by legal representatives or substitutes if this is necessary.
  4. G.A decisions are taken unanimously and in the case of no such existing by an increased majority by 2/3 of its total member count.
  5. Every discord between members, relative to the interpretation of the statute’s terms  their rights and obligations, is resolved by the G.A.
  6. Each corporate member is obliged to contribute to the service of its goals and interests.
  7. For all decisions taken, minutes are kept and entered in the Minutes Registrar.
  8. The Assembly elects the Board of Trustees, approves the Balance Sheet, confirms the bills, issues operational orders and corporate activities, approves the entrance of new members and modifies the present statute.
  9. The associates’ assembly approves the recap and the budget, issues internal operational corporate regulations as well as of any of its subsections and modifies the present statute.
  10. In order to modify the present statute, a 2/3 –two thirds- majority of its total count members is needed at the General Assembly.
  11. For corporate operations an Internal Operational By-law will be compiled that will be approved at the first tactical G.A session that will regulate also all issues relevant with the G.A members and President’s compensation and his appearance expenses.(*ref to court).
  12. Associates’ decisions are binding, to those that represent the corporation and exercise management duties, any noncompliance furthermore, consists a significant enough reason for them to be recalled.
  13. Any B.O.T members action towards any third party is binding for the corporation without the need of a relevant G.A associates decision, unless if it goes against any prohibitory legislative or present statute ordinance.
  14. The General Assembly also elects among its members a three member Controlling Committee which supervises and controls the economic management on an annual basis. It supervises more specifically, to what degree it is in line with legislative and statute norms as well as with the General Assembly’s decisions. The Controlling Committee keeps a minutes’ book where minutes are registered as well, all its decisions relating to the controls it effects and related reports submitted to the tactical General Assembly.

Article 11 – Occurrences not resulting in corporate dissolution, entrance and removal of members, non-transferability of corporate membership or portion.

  1. In case of death, court prohibition, departure, bankruptcy, exit or removal of corporate member, its operation is continued by the remaining members.
  2. Denouncement of the corporation by an associate partner member does not constitute its dissolution. The impeacher puts himself out of the corporation which expressly states with the present one that it does not dissolve but carries on with the rest of its members. The General Assembly in its first session following the departure of its partner member from the corporation strikes him off from its members.
  3. Entrance of new partner members in the corporation constitutes a modification of the present statute and is effective following a General Assembly decision as set in the relative article of the present. The General Assembly has the authority by an 80% majority of its members to strike off members from the corporation, if they hinder its operations or harm its labors, as well as if, they do not prove in a systematic manner an adequate -in good will terms expected-interest in the promotion of its corporate mission goals.
  4. Corporate membership and corporate share are nontransferable.

Article 12 – Associates obligations

All associates have the obligation to contribute to the materialization of corporate goals and assist in every in general possible manner to the success of corporate mission in line with the duties as set in the present statute. Their obligations (debts) towards third parties born out of management of corporate issues burden the partners according to their corporate shareholding.

Article 13 – Corporate bookkeeping.

Modification of the present, entrance and striking out of members and all B.O.T minutes are kept in writing.

The B.O.T must register its decisions on its Minutes register and the General Assembly ones in its respective minutes register. Such registers are duly as per law validated prior to their use. Besides such books the B.O.T is obliged to keep all imposed by law fiscal registers and books.

Article 14 – Departure or associate’s hindrance

Each associate has the right to depart by forwarding of a written statement to the corporation. Partners that depart do not maintain any claim as to property assets, reserves or any other corporate rights that remain to the corporation after they departure for the servicing of its mission goals. Each partner has the right to declare a hindrance of presence and participation in its activities for a reasonable time period in relation to the corporation’s duration, therefore for this period the number of members at the Assembly is reduced by one for each with all consequences that this may bring in the shaping of a members majority and its decision taking.

Article 15 – Transfer or release of corporate portion and departure of a member or entrance of a new one.

The transfer or release of a part or a whole of a corporate member’s portion to any third party be it a partner or not, is prohibited if there is not a written agreement by all of the partner members, also, an entry of a new partner or departure of an old is effected exclusively following a relative decision being taken by the assembly of partners unanimously and constitutes a modification of the present.

The corporation is a not for profit legal entity and its operations fall under the ordinances of articles 718 of the Civil Code. Responsibility for any liabilities towards the state or third party burdens all signees respectively to the portion of each member’s corporate share.

During the duration and as well during the dissolution of the corporation, distribution of any profits is not allowed to its members. The future of corporate patrimony and its distribution in the case of its dissolution as a legal entity is set by a corporate General Assembly decision.

Article 16 – Fiscal Year

The fiscal year starts at January 1st and ends at December 31st each year. The first fiscal year ends at December 31st 2010.

Article 17 – Dissolution liquidation

The corporation is put into dissolution when unable to fulfill its goals. The corporation may also be brought to a dissolution after a decision by the assembly by its partners if an increased 2/3 majority of the members present is reached at the assembly.

When dissolved it will be liquidated according to the ordinances of the Civil Code. Liquidation duties on behalf of the corporation fall upon its B.O.T members. The Assembly of partners may elect by a ¾ majority on the total count of its members, a liquidator who may even be a third party person. The liquidator, after having paid corporate debts to third parties and to partner members for loans extended and donation returns, in case of a remainder, if necessary even by liquidation of its patrimony assets, may proceed to distribute the remainder balance portion towards the goals that were set by the partners.

Article 18

For every issue not predicted by the statute the ordinances of the Civil Code apply. (Articles 741 to 784). This statute having been read and accepted by the signees, it is signed by them each taking a similar copy and the due legal process is followed concerning its publication procedure on the relative registers of the Volos Court of First Appeal.

 

 

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