CODIFIED MEMORANDUM AND ARTICLES OF ASSOSIATION OF “MUSEUM OF NATURAL HISTORY OF CORFU – CIVIL NON-PROFIT COMPANY”

CHAPTER A
COMPOSITION, NAME, DURATION, REGISTERED OFFICE.

ARTICLE 1:

ESTABLISHMENT.
The company (hereinafter referred to as the “Company”) shall be a civil non-profit Company with legal personality according to the articles 741-784 of Greek Civil Code, regulated by the following terms and agreements:

ARTICLE 2:

NAME/DISTINCTIVE TITLE/LOGO.
2.1. The name of the Company is “MUSEUM OF NATURAL HISTORY OF CORFU – CIVIL NON-PROFIT COMPANY” and its distinctive title “MUSEUM OF NATURE”.
2.2. In foreign transactions, where required, the Company will use as its name and
distinctive title the true and faithful translation of the name and distinctive title respectively presented in paragraph 2.1 of this article in the relevant foreign language.
2.3. The logo of the Company includes the depiction of a shell with nine folds of red-azure color (colored azure on the base and red on the rest of its body), which is enclosed within a circle, along with its name.

ARTICLE 3:

DURATION.
3.1. The Company is constituted for an indefinite time, beginning with the registration of its Articles of Association in the books of companies of Corfu’s Court of First Instance.
3.2. The Company is constituted with a view to last as much time as necessary, to carry out its objectives, as they are described in detail in the relevant article or to ascertain that these objectives have become unattainable. The latter fact can be confirmed and decided only by the Meeting of Partners, with an absolute majority.

ARTICLE 4:

REGISTERED OFFICE.
4.1. The registered office of the Company is located in the Municipality of Corfu. The Company may change offices within the the boundaries of the headquarters offices, without needing to amend the Articles of Association.
4.2. With a decision of the General Meeting of Partners, branches and subsidiaries can be created in other regions of Greece or abroad as well as transferring the company’s head office to another area in Greece or abroad, in compliance with the required formalities of the law.

CHAPTER B

OBJECTIVES AND MEANS OF ACHIEVEMENT

ARTICLE 5:

OBJECTS, ACTIVITIES OF THE COMPANY
The objects of the company specialize in the exercise of the following activities:
5.1. Protection of the natural, built and man-made environment which is defined with both the scientific as well as the wider meaning. Specifically:
A. Recording, conservation and protection of the Biodiversity of organisms, ecosystems and genetic material according to the biological and ecological sciences.
B. Spatial planning proposals for the urban, built and natural environment of Corfu aiming at balanced development, social cohesion and protection, in accordance with the principles of regional planning, landscape architecture and sustainability.
C. Updating and addressing climate change and phenomena associated with this like global warming, extreme weather events, lowering of the groundwater table, the desertification of ecosystems, the presence of new thermophilic Mediterranean species such as lessepsian migrants, etc.
D. Protection and management of areas under protection and protected areas like nature reserves and national park, NATURA 2000 sites, water parks, nature value landscapes, etc.
E. Protection of the marine ecosystem. Recording and study of the presence of new organisms in the Mediterranean Sea, response to marine pollution. Protection of the underwater seagrass beds of Posidonia. Study and protection of marine biodiversity.
F. Recording, protection and management of inland waterways (streams, rivers, springs and estuaries of rivers, lakes, marshes, peat bogs, salt marshes, lagoons, etc.) and coastal ecosystems.
G. Protection of the groundwater table. Recording and management of its pollutants.
H. Safeguarding of public health and quality of life with a focus on addressing pollution and environmental degradation by domestic, agricultural and industrial waste. Management of ecosystems hosting vectors of infectious and contagious diseases like mosquitoes serving as intermediate hosts of malaria pathogens.
I. Initiatives to promote healthy eating while protecting the consumer. Enhancing organic farming in the dietary habits of the population. Protection of traditional and local plant varieties and animal breeds.
J. Promoting and strengthening of alternative and environmentally friendly forms of energy
K. Promoting and strengthening of alternative forms of tourism with a focus on rural and ecotourism.
L. Promoting eco-management and eco-development
M. Study and communication of the culture and history of the Ionian Islands, folklore, gastronomy, traditions, structures, professions, scientific activity. Promoting the scientific activities of the Ionian Academy of United State of the Ionian Islands.
5.2. Develop research projects, participation in research and development programs, arrangement of seminars, workshops and events in sectors and activities as listed above.
5.3. Providing educational and popularization services to the areas listed above.

5.4. Publication of books, magazines, studies, monographs, essays, albums, photo exhibitions, video recordings, films, video, etc. and generally production of supervisory and information materials in the areas listed above.
5.5. Creation of IT networks and circulation of the know-how and technology in the areas listed above.
5.6. Collection and preservation of archival and other material in the areas listed above.
5.7. Implementation of actions aiming at environmental and cultural awareness for the protection and promotion of the natural and cultural environment, as well as conferences, festivals, digitization of environmental, ecological and cultural content, environmental and cultural events and individual actions in non-profit infrastructure projects.
5.8. Digitization of evidence of tangible and intangible cultural heritage of natural and man-made environment.
5.9. Strengthening all the factors that help promote science in local, national, Mediterranean and European level. Participation in the processes of upgrading the educational and literacy level of both Greeks and other citizens of the Mediterranean, the European Union and the European Continent.
5.10. Creating, establishing and/or managing structures and agencies that assist, promote and reinforce the objectives and goals in the areas mentioned above (including Museum of Natural History and Science, Digital Natural History Museum of Corfu, Botanical Garden and botanical trails, Hiking Trails, Routes of History, Folklore and Nature, Gastronomical Routes, Aquariums (acquarium), Terrarium, Natural Parks, Marine Parks, Fisheries Museums, Shipping and Sea Museums, Eco-parks, Eco-communities, Hostels, Camping Sites, Libraries, Seed Bank of traditional and local varieties, Data Bank, Thematic Web portal (Portal) which will also serve as a database, Electronic Library, Forums and Study Centers).
5.11. Development of networking and collaboration among citizens interested in programs and services listed above.
5.12. Development of human networks and solidarity institutions aimed at strengthening civil society.

ARTICLE 6:

ACTIVITY SCOPE – MEANS OF ACHIEVING OBJECTIVES
The company implements its statutory objectives by using appropriate actions and means as below (the juxtaposition is indicative and not exclusive):
6.1. Organization of conferences, festivals, seminars, workshops and events. Participation in research and development programs. Provision of education services. Book publishing, production of supervisory and information material. Creation of IT networks and circulation of the know-how and technology. Collection and preservation of archival and other material. Digitization of environmental, ecological and cultural content. Digitization of evidence of tangible and intangible cultural heritage of natural and man-made environment.
6.2. Creation, establishment and/or management of the Museum of Natural history and Science, Digital Natural History Museum of Corfu, Botanical Garden and botanical trails, Hiking Trails, Routes of History, Folklore and Nature, Gastronomical Routes, Aquariums (acquarium), Terrarium, Natural Parks, Marine Parks, Fisheries Museums, Shipping and Sea, Eco-parks, Eco-communities, Hostels, Camping Sites, Libraries, Seed Bank of traditional and local varieties, Data Bank, Thematic Web portal (Portal), Electronic Library, Forum and Study Centers.
6.3. Generate an open dialogue and online consultation on all matters of interest to the Company through its websites.
6.4. Creation of an information registry and operation of committees to study and monitor all the pillars related to the objectives of the company (environment, biodiversity, inland waters and marine ecosystem, protected areas, organic farming, underground water table, sustainable development, healthy nutrition, consumer protection, climate change, alternative energies, alternative forms of tourism. Culture and folklore. Research and education, etc.). In order to promote its activities, the Company may develop partnerships with state and local authorities, research institutes and chambers, with unions, associations and NGOs, with individuals and companies in Greece and abroad for claiming national, community and international programs in the fields mentioned above.

CHAPTER C
CAPITAL, RESOURCES

ARTICLE 7:

CAPITAL
7.1. The capital of the company amounts to one hundred euros (€100).
7.2. The Company’s Capital consists of Shares, each of which is set equal one hundred euros (€20).
7.3. The abovementioned amount of capital was paid by the original partners referred to in Article 27 hereof.
7.4. Following a decision of the Meeting of Partners it is possible to increase the share capital either equally by the original partners (by increasing the value of the share and modifying the paragraphs 7.1 and 7.2 hereof) or with the entry of new partners (and a simultaneous modification of paragraph 7.1 hereof) or by a combination of both methods.

ARTICLE 8:

RESOURCES
8.1. The company’s financial resources may come from:
a) Donations, sponsorships and contributions of Partners,
b) Donations and sponsorship of members of the Company and third parties.
c) European, international and national grants and funding from public and/or private actors for the design and implementation of studies and programs,
d) Donations, grants and funding from public services, the State Budget, the Public Investment Program, European Programs, the National Strategic Reference
Framework as well as public, local and regional or private companies in the country or abroad,

CHAPTER D
PARTNERS/FRIENDS

ARTICLE 9:

ORIGINAL PARTNERS
Those referred to in article 27 hereof, who henceforth and for the duration of the Company, will be referred to as “Original Partners”.

ARTICLE 10:

ENTRY– WITHDRAWAL OF PARTNERS
10.1. It shall be allowed to admit new partners in the Company. A prerequisite for the entry of new partners in the company is the preceding proposal of at least one active Partner and the written request of the interested party to the Meeting of Partners. The Meeting may also be convened and extraordinarily for this purpose, after a call and recommendation of the President, and must decide on the approval of the relevant entry request of a new partner in the Company.
10.2. In every case of admitting a new partner, the percentage of his/her/it shareholding will be a Share (equal to the value mentioned in paragraph 7.2 hereof). Participation of a Partner holding a fraction of a Share is not allowed.
10.3. Each Partner shall be entitled to withdraw from the Company at any time, by providing a written notice to the President, which must be communicated to all other partners. The Company is obliged to pay back the Share’s value.
10.4. In every case of withdrawal, death, obscurity, declaration of a Partner in guardianship, and if the remaining partners are at least two (2), the Company shall not dissolve, but continue its work.
10.5. In the event of one Partner’s death or is declared missing, the successors inherit his/her/its corporate Share and the Company is obliged to pay the Share’s value. In this case, his/her/its voting right is lost and deducted from the total number of votes.
10.6. The Company’s Share is non-transferable.

ARTICLE 11:

LIABILITY OF PARTNERS
The company is a non-profit legal entity, within the meaning of article 784 of the Civil Code and the liability of Partners for any debts and obligations is limited to and exhausted to the amount of their capital contribution

.
ARTICLE 12:

RIGHTS OF PARTNERS
12.1. All Partners have the right to vote. This right is exercised in proportion to their Shares, meaning that each Share gives the Partner the right to one (1) vote.
12.2. All Partners participate in the Meeting of Partners, as defined in the relevant article below.
12.3. The Partners have the right to be informed in person of the course of Corporate Affairs and inspect the company’s books.

ARTICLE 13:

OBLIGATIONS OF PARTNERS
13.1. The financial obligations of each Partner are as follows:
a) Initial one-off contribution to participate in the Company’s capital.
b) The annual contributions, as defined each time by the Meeting of Partners.
13.2. Each Partner shall be required to contribute to the extent of their personal, scientific and professional capabilities in serving the objectives and achieving the goals of the Company. No Partner shall be entitled to act on his/her/its or an alien’s account with actions that are contradictory to the Company’s interests.
13.3. (a) Failure to comply with the above-mentioned obligations, and

(b) systematic violation of the Articles of Association of the Company or

(c) systematic absence from regular and extraordinary General Meetings and other activities of the Company, create reason for a Partner’s expulsion, upon prior written notice, to express his/her/its views. The expulsion must be decided by the Meeting with an increased majority of 3/4 of the shareholders

ARTICLE 14:

REGISTER OF MEMBERS.
14.1. In order of the Company to achieve, promote and support its objectives, it may have Members and maintain a register of Members, in compliance with the applicable provisions on managing and protecting personal data.
14.2. Members can participate in workshops, seminars, lectures, meetings, conferences, excursions, visits and all kinds of events organized by the Company or in which the latter participates. They may also take part in Programs undertaken by the Company.
14.3 Members: They will participate in actions undertaken by the company.

They will be entitled to submit to the company thematic proposals and actions.They will be the recipients of information about the company and its action (printed and electronically)

ARTICLE 15:

FRIENDS OF THE COMPANY
As Friends of the Company all supporters of its vision, objective and its goals are characterized. That is, as friends, all citizens can be register irrespective of sex, age and occupation provided that they can, consciously enough, support its views and converge with the constitutional spirit of the Company. The interested parties fill out the relevant registration form which is cosigned by themselves and by the Member of the Company making the registration. A book “Friends of the Civil, Non-profit Company” MUSEUM of NATURAL HISTORY of CORFU ” will be kept. The Friends are not related to the company’s administrative and financial affairs.

CHAPTER E

MANAGEMENT & REPRESENTATION

ARTICLE 16:

BODIES OF THE COMPANY
The bodies of the company are:
a) The Meeting of Partners
b) The Board of Directors of the Company
c) The President- the Vice President
d) The Secretary
e) The Treasurer-Administrator

ARTICLE 16:

THE MEETING OF PARTNERS
16.1. General- Meetings
16.1.1. The Meeting of the Partners is the supreme body of the Company and has a decisive competence in all matters concerning it. It is convened: a) regularly by the President of the Company at the beginning of each year and, in particular, the third (3rd) Saturday of each January at 11.00 am at the Company’s registered office and b) exceptionally, by decision of the President or the Board of Directors or if requested by at least half of the Partners with a written and justified request to the President. The call for an extraordinary general meeting shall be communicated to the partners at least ten (10) days prior to the day of the meeting.
The invitation may be send by e-mail to the e-mail address of each partner and with a contemporaneous posting on the company’s website. The invitation shall state the date, time, venue and agenda. The Meeting of Partners is in a quorum and validly meets about the agenda, when at least 2/3 of its partners are present thereat. If no quorum is achieved, then a repeat meeting shall be convened, without further invitation, after a week in the same place and at the same time. Such repeat meeting shall be in quorum, regardless of the number of partners present thereat.

16.1.2. In the Meeting of Partners, the partners participate in person. It is allowed to a Partner to authorize another Partner to participate in the General Meeting, provided that the authorization has been authenticated as to the signature by CSC or a competent authority.
16.1.3. The decisions of the Meeting of Partners are taken by majority vote, unless otherwise specified. In event of a tie, the President’s vote shall prevail.
16.1.4. For the meetings of the Meeting of Partners and the relevant decisions taken, minutes shall be kept, which, after being recorded in the minutes book, are distributed in copies to each Partner, upon request.
16.2. Responsibilities
The Meeting of Partners:
a) directs the planning, organization and financial progress of the Company,
b) approves the establishment of the scoreboard and the annual activity report.
c) shall decide on:
i. the dissolution or continuation of the Company,
ii. the increase of the capital,
iii. the amount of the contributions.
iv. the admission of new Partners,
v. the amendment of this Articles of Association,
vi. the establishment of an Internal Operating Regulation,
vii. the transfer of the Company’s registered office,
viii. the resolutions of disagreements between Partners’ regarding their rights and obligations,
ix. the interpretation of the terms of the Articles of Association,
x. the Partners’ rights,
xi. the planning of the following year’s activities,
xii. the financial report for the previous year and next year’s planning,
xiii. the election of the President, Vice-President, Secretary, Treasurer-
Administrator and the other members of the Board of Directors as well as
alternate members of the Board of Directors. It can justifiably revoke the
election of any member of the Board of Directors, electing at the same time
a new one.
xiv. ix. the election, upon recommendation of the Board of Directors, as
honorary members or Honorary Presidents of the Company, of individuals
(partners or not) that with an extremely significant way contribute to the
company’s goals or participate actively in actions related to the Company’s
objectives. As Honorary Members or Honorary Presidents of the Company,
prominent personalities who share, support and publicly promote with their
views, the objectives of the company can also be named.
xv. x. any other important matter, where there is a disagreement regarding the operation and the objectives of the company

.
ARTICLE 17:

BOARD OF DIRECTORS
17.1. Composition and term of office of the members of the Board of Directors

17.1.1. The Company is managed by a Board of Directors, consisting of five (5) consultants.
17.1.2. The members of the Board of Directors are elected by the General Meeting for a two-year term, which shall be automatically extended until the first regular General Meeting after their term of office, which cannot exceed three years.
17.1.3. The consultants are always eligible for re-election and freely revocable.
17.2. Power – Board of Directors’ Responsibilities
17.2.1. The Board of Directors decides on all general matters related to the company, always within the framework of the company’s objective, always except for those which, according to article 16.2, are the sole responsibility of the General Meeting. The decisions of the Board of Directors are mandatory for the President of the company.
17.2.2. The Board of Directors may, by its decision, with the presence of the President, delegate to one or more persons (its Member or a Partner of the Company) the exercise of a specific power or competence as well as the representation of the company in a strictly specific matter, while defining the extent of this assignment.
17.3. Establishment of Board of Directors.
17.3.1. The Board of Directors immediately after its election, convenes and is constituted in a body, in accordance with the decision of the General Meeting.
17.3.2. The President of the Board of Directors conducts its meetings.
17.3.3. The continuous absence of a Consultant from the meetings of the Board of Directors for six (6) months without justifiable reason or without permission from the Board, is equivalent to resignation from the Board of Directors.
17.3.4. The position of an outgoing member of the Board of Directors is occupied, by decision of the remaining members of the Board, by an alternate member in the order of his/her/its election by the General Meeting. If all alternate members are exhausted, an extraordinary General Meeting is convened to replenish the missing or missing members and for the remainder of the term of office of the Board of Directors.
17.4. Convening the Board of Directors.
17.4.1. The Board of Directors shall meet at least once a month at the registered office of the company. The Board of Directors validly meets outside its office at another place, either domestically or abroad, provided that all members are present or represented of in this meeting and no one opposes the holding of the meeting and the decision making.
17.4.2. The Board of Directors shall be convened by its President, on invitation, disclosed to its members at least two (2) working days before the meeting. The invitation can also be by sent by email to the email address of each Member of the Board of Directors and with a contemporaneous posting on the company’s website. The invitation must clearly also state
the matters to be discussed in the agenda, otherwise the decision-making process is permitted only if all members of the Board of Directors are present or represented and no one opposes to a decision.
17.4.3. The convening of the Board of Directors may be requested by two (2) of its members, with their request to its President, who shall convene the Board of Directors within ten (10) days of the request. If the President refuses to convene the Board, within the mentioned timeframe or its late convocation, it is allowed for the members who requested the convening, to convene the Board of Directors within five (5) days from the end of the 10-day period, disclosing the relevant invitation to other members of the Board of Directors. In their above-mentioned request, the matters to be addressed by the Board of Directors must be referred, on pain of inadmissibility, with clarity.
17.5. Representation of Members-Quorum-Majority
17.5.1. A Consultant who is absent can be represented by another consultant with a simple written statement, which is presented to the Board of Directors in any way. Each consultant may represent only one absent consultant.
17.5.2. The Board of Directors is in quorum and validly convenes when there are present or validly represented in it, half plus one of the consultants, but the number of the present consultants can never be less than three. To establish the quorum number any resulting fraction is omitted.
17.5.3. The decisions of the Board of Directors are validly obtained by an absolute majority
of the present and represented members. In the event of a tie, the vote of President of the Company shall prevail.
17.6. Board of Directors Minutes
17.6.1. The discussions and decisions of the Board of Directors shall be recorded in summary in a special book, which can also be kept using the computerized system. At the request of a member of the Board of Directors, the President is obliged to enter in the minutes a precise
summary of his/her/its opinion. This book also includes a list of the members present and of any members represented during the meeting of the members of the Board of Directors.
17.6.2. Copies of minutes of the meetings of the Board of Directors are ratified by either the President or the person delegated by him/her/it.

ARTICLE 18:

PRESIDENT
18.1. General
The President is elected for two years. In case of refusal or permanent weakness of the current President to perform their duties, the Meeting of Partners may, by its decision, elect another Partner, either for a limited period or for a new biennium. The decision to elect the President is taken by 3/4 majority of the present in the general meeting of shareholders and
if there is no majority, the voting is repeated without a new invitation the very next Saturday, at which case the person elected is the one with the relevant majority among the candidates. If, again, for any reason, a President is not elected, the former President continues his duties temporarily until the election of a new President by the General
Meeting, which convenes within 5 weeks, and so on. If the President is definitively unable to perform their duties, the duties of the President come to the Vice-president, who shall convene a General Meeting within a month to discuss the election of a new President

18.2. Duties

ARTICLE 19:

VICE-PRESIDENT
The Vice-President has all the duties of the President when the latter is prevented from exercising them for any reason.

ARTICLE 20:

SECRETARY
20.1. General. The Secretary of the Company is required to be its Partner and is elected by the general meeting with a two-year term. In case of refusal or permanent inability to perform his/her/its duties, the meeting of Partners may by its decision elect another Partner, either for a limited period or for a new biennium. This decision must be taken with an increased majority voting of 2/3 of the company’s shares.
20.2. Duties. The Secretary is responsible for keeping the minutes of the Meeting, the company’s books under the instructions of the President as well as for keeping-updating the Register of Members of the Company.

ARTICLE 21:

TREASURER-ADMINISTRATOR
1. The Treasurer- Administrator of the Company is appointed by the General Meeting of the members. The Treasurer-Administrator acts on any administrative action related to the objectives and object of the company. Indicatively, signs under the company’s name and binds the Company to third parties, opens and moves bank or other accounts in the name of
the company, pays and collects money from any national or foreign natural or legal person, Public Treasury, organization etc., delivers and receives mobiles, issues receipts and issues and receives checks, bills of exchange or promissory notes. Has the cash management of the company and carries out deposits and withdrawals of money or securities to the company’s bank accounts. The Treasurer-Administrator may authorize in writing a member of the Board of Directors or another partner of the Company, to act once and for all on a specific administrative action. The Treasurer-Administrator shall be accountable to the Meeting of Partners for managing corporate affairs and assume the implementation thereof.
2. If the mentioned Treasurer-Administrator partner died, or declared in guardianship or bankrupt, then the management and representation of the company is undertaken by all the other partners collectively, thus being in partnership and co-signing under the corporate name.
3. In the event of temporary inability of the administrator to perform his/her/its duties,he/she/it shall be replaced by the other partners acting collectively.

CHAPTER F
OTHER PROVISIONS

ARTICLE 22:

CORPORATE USE
The fiscal year shall commence on 1st January of each year and shall end on 31st December of each year.
The first use, shall commence as from the establishment of the company and shall end on 31st December 2016.

ARTICLE 23:

DISSOLUTION-LIQUIDATION
The company, when dissolved in any way, will be liquidated. Any movable or immovable property upon the dissolution of the legal entity goes, after deducting the initial contributions of Partners, to the Greek State or to another non-profit legal entity.
1. The company shall terminate:
a) with its duration
b) by a unanimous decision of the partners anytime.
2. The dissolution of the company is followed by its liquidation, in accordance with the provisions of Articles 777 to 783 of the Civil Code. The President of the company is appointed as a liquidator, unless the partners decide otherwise.
3. The liquidator is required to make an inventory of the company’s property and pay the company’s debts to its creditors. Then, he/she/it shall reimburse partners with their contributions and distribute to them what remains at the ratio of their shareholding.

ARTICLE 24:

LEGAL PROVISIONS/AMENDMENT
For any matter not provided for by the Articles of Association, the provisions of the Civil Code (Articles 741 to 784) apply. Amendments to hereof will be done only in writing as provided by the law.

ARTICLE 25:

JURISDICTION
The courts of Corfu are responsible for resolving any disputes from the partnership.

ARTICLE 26:

FINAL PROVISION
26.1. This constitutes the Articles of Association of the Civil Non-Profit Company under the name “MUSEUM OF NATURAL HISTORY OF CORFU – CIVIL NON-PROFIT COMPANY.”
26.2. The Articles of Association consists of twenty-seven (27) articles, has a length of thirteen (13) pages and was drawn up in five (5) identical copies, undersigned by the parties.

ARTICLE 27:

ORIGINAL PARTNERS
The original partners of the company are as follows:
1. Spyridon Ginis of Alexander, resident of St. George South Argyradon Corfu ID No., TRN, PFS KERKYRAS
2. Stamatios – Konstantinos Ginis of Alexander, resident of St. Georgios Argyradon Corfu, ID No. AZ256062, TRN 030098581, PFS KERKYRAS
3. Georgia Bogdou of Hercules, resident of Corfu, ID No., TRN, PFS KERKYRAS
4. Fotios Paggratis of Spyridon, resident of Petriti Corfu, ID No., TRN, PFS KERKYRAS
5. Vojsava Gjoni of Maras, resident of Corfu, Passport Number P/ALB/BF6426448, TRN, PFS KERKYRAS
This was signed by the Original Partners and founders at the registered office of the Company on 26th May 2016 and will enter into force with its publication.
THE PARTIES
1. Spyridon Ginis of Alexander
2. Stamatios – Konstantinos Ginis of Alexander
3. Georgia Bogdou of Hercules
4. Fotios Paggratis of Spyridon
5. Vojsava Gjoni of Maras

Translate in English
Dimitra Kondyli

e) Revenue from legal or natural persons provided to support of Company’s objectives,
f) Every income, the acceptance of which is not contrary to the purposes of the
Company, the Law and morality.
8.2. The Company is a non-profit legal entity and its operation is governed by the provisions
of the Civil Code. Consequently, its revenue will be available to serve its purposes and under
no circumstances will profits be distributed to Partners, both during as well as at the
dissolution of the Company at any time.
8.3. The only category of payments that may be made to Partners or other persons
authorized to do so by the Company, are amounts of compensation or minimum
remuneration for taking and administering programs, such as those mentioned in the
relevant article about the company’s objectives.
CHAPTER D
PARTNERS/FRIENDS
ARTICLE 9: ORIGINAL PARTNERS
Those referred to in article 27 hereof, who henceforth and for the duration of the Company,
will be referred to as “Original Partners”.
ARTICLE 10: ENTRY– WITHDRAWAL OF PARTNERS
10.1. It shall be allowed to admit new partners in the Company. A prerequisite for the entry
of new partners in the company is the preceding proposal of at least one active Partner and
the written request of the interested party to the Meeting of Partners. The Meeting may
also be convened and extraordinarily for this purpose, after a call and recommendation of
the President, and must decide on the approval of the relevant entry request of a new
partner in the Company.
10.2. In every case of admitting a new partner, the percentage of his/her/it shareholding will
be a Share (equal to the value mentioned in paragraph 7.2 hereof). Participation of a Partner
holding a fraction of a Share is not allowed.
10.3. Each Partner shall be entitled to withdraw from the Company at any time, by providing
a written notice to the President, which must be communicated to all other partners. The
Company is obliged to pay back the Share’s value.
10.4. In every case of withdrawal, death, obscurity, declaration of a Partner in guardianship,
and if the remaining partners are at least two (2), the Company shall not dissolve, but
continue its work.
10.5. In the event of one Partner’s death or is declared missing, the successors inherit
his/her/its corporate Share and the Company is obliged to pay the Share’s value. In this
case, his/her/its voting right is lost and deducted from the total number of votes.
10.6. The Company’s Share is non-transferable.

10.7 Each Partner waives their right to terminate the company. If, nevertheless, a partner
makes a complaint, it is agreed that such complaint would extend only to their own
participation in the Company and will result in their unilateral withdrawal from the
Company, which in any case will not be dissolved but will continue among the other
Partners.
ARTICLE 11: LIABILITY OF PARTNERS
The company is a non-profit legal entity, within the meaning of article 784 of the Civil Code
and the liability of Partners for any debts and obligations is limited to and exhausted to the
amount of their capital contribution.
ARTICLE 12: RIGHTS OF PARTNERS
12.1. All Partners have the right to vote. This right is exercised in proportion to their Shares,
meaning that each Share gives the Partner the right to one (1) vote.
12.2. All Partners participate in the Meeting of Partners, as defined in the relevant article
below.
12.3. The Partners have the right to be informed in person of the course of Corporate Affairs
and inspect the company’s books.
ARTICLE 13: OBLIGATIONS OF PARTNERS
13.1. The financial obligations of each Partner are as follows:
a) Initial one-off contribution to participate in the Company’s capital.
b) The annual contributions, as defined each time by the Meeting of Partners.
13.2. Each Partner shall be required to contribute to the extent of their personal, scientific
and professional capabilities in serving the objectives and achieving the goals of the
Company. No Partner shall be entitled to act on his/her/its or an alien’s account with actions
that are contradictory to the Company’s interests.
13.3. (a) Failure to comply with the above-mentioned obligations, and (b) systematic
violation of the Articles of Association of the Company or (c) systematic absence from
regular and extraordinary General Meetings and other activities of the Company, create
reason for a Partner’s expulsion, upon prior written notice, to express his/her/its views. The
expulsion must be decided by the Meeting with an increased majority of 3/4 of the
shareholders.
ARTICLE 14: REGISTER OF MEMBERS.
14.1. In order of the Company to achieve, promote and support its objectives, it may have
Members and maintain a register of Members, in compliance with the applicable provisions
on managing and protecting personal data.
14.2. Members can participate in workshops, seminars, lectures, meetings, conferences,
excursions, visits and all kinds of events organized by the Company or in which the latter
participates. They may also take part in Programs undertaken by the Company.
14.3 Members:
They will participate in actions undertaken by the company.

days of the request. If the President refuses to convene the Board, within the mentioned
timeframe or its late convocation, it is allowed for the members who requested the
convening, to convene the Board of Directors within five (5) days from the end of the 10-day
period, disclosing the relevant invitation to other members of the Board of Directors. In their
above-mentioned request, the matters to be addressed by the Board of Directors must be
referred, on pain of inadmissibility, with clarity.
17.5. Representation of Members-Quorum-Majority
17.5.1. A Consultant who is absent can be represented by another consultant with a simple
written statement, which is presented to the Board of Directors in any way. Each consultant
may represent only one absent consultant.
17.5.2. The Board of Directors is in quorum and validly convenes when there are present or
validly represented in it, half plus one of the consultants, but the number of the present
consultants can never be less than three. To establish the quorum number any resulting
fraction is omitted.
17.5.3. The decisions of the Board of Directors are validly obtained by an absolute majority
of the present and represented members. In the event of a tie, the vote of President of the
Company shall prevail.
17.6. Board of Directors Minutes
17.6.1. The discussions and decisions of the Board of Directors shall be recorded in summary
in a special book, which can also be kept using the computerized system. At the request of a
member of the Board of Directors, the President is obliged to enter in the minutes a precise
summary of his/her/its opinion. This book also includes a list of the members present and of
any members represented during the meeting of the members of the Board of Directors.
17.6.2. Copies of minutes of the meetings of the Board of Directors are ratified by either the
President or the person delegated by him/her/it.
ARTICLE 18: PRESIDENT
18.1. General
The President is elected for two years. In case of refusal or permanent weakness of the
current President to perform their duties, the Meeting of Partners may, by its decision, elect
another Partner, either for a limited period or for a new biennium. The decision to elect the
President is taken by 3/4 majority of the present in the general meeting of shareholders and
if there is no majority, the voting is repeated without a new invitation the very next
Saturday, at which case the person elected is the one with the relevant majority among the
candidates. If, again, for any reason, a President is not elected, the former President
continues his duties temporarily until the election of a new President by the General
Meeting, which convenes within 5 weeks, and so on. If the President is definitively unable to
perform their duties, the duties of the President come to the Vice-president, who shall
convene a General Meeting within a month to discuss the election of a new President.
18.2. Duties

4. The Treasurer-Administrator, in case of impediment, is entitled to authorize another
partner to carry out specific administrative or representative acts. The authorization must be
in writing and shall be delivered either by notarial power of attorney or by a private
document attesting to the authentic signature of the administrator – representative from a
competent authority.
CHAPTER F
OTHER PROVISIONS
ARTICLE 22: CORPORATE USE
The fiscal year shall commence on 1st January of each year and shall end on 31st December of
each year.
The first use, shall commence as from the establishment of the company and shall end on
31st December 2016.
ARTICLE 23: DISSOLUTION-LIQUIDATION
The company, when dissolved in any way, will be liquidated. Any movable or immovable
property upon the dissolution of the legal entity goes, after deducting the initial
contributions of Partners, to the Greek State or to another non-profit legal entity.
1. The company shall terminate:
a) with its duration
b) by a unanimous decision of the partners anytime.
2. The dissolution of the company is followed by its liquidation, in accordance with the
provisions of Articles 777 to 783 of the Civil Code. The President of the company is
appointed as a liquidator, unless the partners decide otherwise.
3. The liquidator is required to make an inventory of the company’s property and pay the
company’s debts to its creditors. Then, he/she/it shall reimburse partners with their
contributions and distribute to them what remains at the ratio of their shareholding.
ARTICLE 24: LEGAL PROVISIONS/AMENDMENT
For any matter not provided for by the Articles of Association, the provisions of the Civil
Code (Articles 741 to 784) apply. Amendments to hereof will be done only in writing as
provided by the law.
ARTICLE 25: JURISDICTION
The courts of Corfu are responsible for resolving any disputes from the partnership.
ARTICLE 26: FINAL PROVISION
26.1. This constitutes the Articles of Association of the Civil Non-Profit Company under the
name “MUSEUM OF NATURAL HISTORY OF CORFU – CIVIL NON-PROFIT COMPANY.”
26.2. The Articles of Association consists of twenty-seven (27) articles, has a length of
thirteen (13) pages and was drawn up in five (5) identical copies, undersigned by the parties.

ARTICLE 27: ORIGINAL PARTNERS
The original partners of the company are as follows:
1. Spyridon Ginis of Alexander, resident of St. George South Argyradon Corfu
1. ID No., TRN, PFS KERKYRAS
2. Stamatios – Konstantinos Ginis of Alexander, resident of St. Georgios Argyradon
Corfu, ID No. AZ256062, TRN 030098581, PFS KERKYRAS
3. Georgia Bogdou of Hercules, resident of Corfu, ID No., TRN, PFS KERKYRAS
4. Fotios Paggratis of Spyridon, resident of Petriti Corfu, ID No., TRN, PFS KERKYRAS
5. Vojsava Gjoni of Maras, resident of Corfu, Passport Number P/ALB/BF6426448, TRN,
PFS KERKYRAS
This was signed by the Original Partners and founders at the registered office of the
Company on 26th May 2016 and will enter into force with its publication.
THE PARTIES
1. Spyridon Ginis of Alexander
2. Stamatios – Konstantinos Ginis of Alexander
3. Georgia Bogdou of Hercules
4. Fotios Paggratis of Spyridon
5. Vojsava Gjoni of Maras
Translate in English
Dimitra Kondyl

Eco-parks, Eco-communities, Hostels, Camping Sites, Libraries, Seed Bank of traditional and
local varieties, Data Bank, Thematic Web portal (Portal), Electronic Library, Forum and Study
Centers.
6.3. Generate an open dialogue and online consultation on all matters of interest to the
Company through its websites.
6.4. Creation of an information registry and operation of committees to study and monitor
all the pillars related to the objectives of the company (environment, biodiversity, inland
waters and marine ecosystem, protected areas, organic farming, underground water table,
sustainable development, healthy nutrition, consumer protection, climate change,
alternative energies, alternative forms of tourism. Culture and folklore. Research and
education, etc.).
In order to promote its activities, the Company may develop partnerships with state and
local authorities, research institutes and chambers, with unions, associations and NGOs, with
individuals and companies in Greece and abroad for claiming national, community and
international programs in the fields mentioned above.
CHAPTER C
CAPITAL, RESOURCES
ARTICLE 7: CAPITAL
7.1. The capital of the company amounts to one hundred euros (€100).
7.2. The Company’s Capital consists of Shares, each of which is set equal one hundred euros
(€20).
7.3. The abovementioned amount of capital was paid by the original partners referred to in
Article 27 hereof.
7.4. Following a decision of the Meeting of Partners it is possible to increase the share
capital either equally by the original partners (by increasing the value of the share and
modifying the paragraphs 7.1 and 7.2 hereof) or with the entry of new partners (and a
simultaneous modification of paragraph 7.1 hereof) or by a combination of both methods.
ARTICLE 8: RESOURCES
8.1. The company’s financial resources may come from:
a) Donations, sponsorships and contributions of Partners,
b) Donations and sponsorship of members of the Company and third parties.
c) European, international and national grants and funding from public and/or private
actors for the design and implementation of studies and programs,
d) Donations, grants and funding from public services, the State Budget, the Public
Investment Program, European Programs, the National Strategic Reference
Framework as well as public, local and regional or private companies in the country
or abroad,

They will be entitled to submit to the company thematic proposals and actions.
They will be the recipients of information about the company and its action (printed and
electronically)
ARTICLE 15: FRIENDS OF THE COMPANY
As Friends of the Company all supporters of its vision, objective and its goals are
characterized. That is, as friends, all citizens can be register irrespective of sex, age and
occupation provided that they can, consciously enough, support its views and converge with
the constitutional spirit of the Company. The interested parties fill out the relevant
registration form which is cosigned by themselves and by the Member of the Company
making the registration. A book “Friends of the Civil, Non-profit Company” MUSEUM of
NATURAL HISTORY of CORFU ” will be kept.
The Friends are not related to the company’s administrative and financial affairs.
CHAPTER E
MANAGEMENT & REPRESENTATION
ARTICLE 16: BODIES OF THE COMPANY
The bodies of the company are:
a) The Meeting of Partners
b) The Board of Directors of the Company
c) The President- the Vice President
d) The Secretary
e) The Treasurer-Administrator
ARTICLE 16: THE MEETING OF PARTNERS
16.1. General- Meetings
16.1.1. The Meeting of the Partners is the supreme body of the Company and has a decisive
competence in all matters concerning it. It is convened: a) regularly by the President of the
Company at the beginning of each year and, in particular, the third (3rd) Saturday of each
January at 11.00 am at the Company’s registered office and b) exceptionally, by decision of
the President or the Board of Directors or if requested by at least half of the Partners with a
written and justified request to the President. The call for an extraordinary general meeting
shall be communicated to the partners at least ten (10) days prior to the day of the meeting.
The invitation may be send by e-mail to the e-mail address of each partner and with a
contemporaneous posting on the company’s website. The invitation shall state the date,
time, venue and agenda. The Meeting of Partners is in a quorum and validly meets about the
agenda, when at least 2/3 of its partners are present thereat. If no quorum is achieved, then
a repeat meeting shall be convened, without further invitation, after a week in the same
place and at the same time. Such repeat meeting shall be in quorum, regardless of the
number of partners present thereat.

16.1.2. In the Meeting of Partners, the partners participate in person. It is allowed to a
Partner to authorize another Partner to participate in the General Meeting, provided that
the authorization has been authenticated as to the signature by CSC or a competent
authority.
16.1.3. The decisions of the Meeting of Partners are taken by majority vote, unless
otherwise specified. In event of a tie, the President’s vote shall prevail.
16.1.4. For the meetings of the Meeting of Partners and the relevant decisions taken,
minutes shall be kept, which, after being recorded in the minutes book, are distributed in
copies to each Partner, upon request.
16.2. Responsibilities
The Meeting of Partners:
a) directs the planning, organization and financial progress of the Company,
b) approves the establishment of the scoreboard and the annual activity report.
c) shall decide on:
i. the dissolution or continuation of the Company,
ii. the increase of the capital,
iii. the amount of the contributions.
iv. the admission of new Partners,
v. the amendment of this Articles of Association,
vi. the establishment of an Internal Operating Regulation,
vii. the transfer of the Company’s registered office,
viii. the resolutions of disagreements between Partners’ regarding their rights
and obligations,
ix. the interpretation of the terms of the Articles of Association,
x. the Partners’ rights,
xi. the planning of the following year’s activities,
xii. the financial report for the previous year and next year’s planning,
xiii. the election of the President, Vice-President, Secretary, Treasurer-
Administrator and the other members of the Board of Directors as well as
alternate members of the Board of Directors. It can justifiably revoke the
election of any member of the Board of Directors, electing at the same time
a new one.
xiv. ix. the election, upon recommendation of the Board of Directors, as
honorary members or Honorary Presidents of the Company, of individuals
(partners or not) that with an extremely significant way contribute to the
company’s goals or participate actively in actions related to the Company’s
objectives. As Honorary Members or Honorary Presidents of the Company,
prominent personalities who share, support and publicly promote with their
views, the objectives of the company can also be named.
xv. x. any other important matter, where there is a disagreement regarding the
operation and the objectives of the company.
ARTICLE 17: BOARD OF DIRECTORS
17.1. Composition and term of office of the members of the Board of Directors

18.2.1. As President, convenes the Meeting of Partners, conducts its meetings, informs the
Partners and friends about the course of the Company’s affairs in writing or orally and is
responsible for the compilation of the Annual Activity Report.
18.2.2. As Representative: Represents the Company in court and out of court. Engages with
partners or suppliers in the name and on behalf of the Company. Represents the Company
vis-à-vis any authority, natural person or legal entity of private or public law, participates on
behalf of the Company at general meetings of companies in which the company participates,
invests its property.
ARTICLE 19: VICE-PRESIDENT
The Vice-President has all the duties of the President when the latter is prevented from
exercising them for any reason.
ARTICLE 20: SECRETARY
20.1. General
The Secretary of the Company is required to be its Partner and is elected by the general
meeting with a two-year term. In case of refusal or permanent inability to perform
his/her/its duties, the meeting of Partners may by its decision elect another Partner, either
for a limited period or for a new biennium. This decision must be taken with an increased
majority voting of 2/3 of the company’s shares.
20.2. Duties
The Secretary is responsible for keeping the minutes of the Meeting, the company’s books
under the instructions of the President as well as for keeping-updating the Register of
Members of the Company.
ARTICLE 21: TREASURER-ADMINISTRATOR
1. The Treasurer- Administrator of the Company is appointed by the General Meeting of the
members. The Treasurer-Administrator acts on any administrative action related to the
objectives and object of the company. Indicatively, signs under the company’s name and
binds the Company to third parties, opens and moves bank or other accounts in the name of
the company, pays and collects money from any national or foreign natural or legal person,
Public Treasury, organization etc., delivers and receives mobiles, issues receipts and issues
and receives checks, bills of exchange or promissory notes. Has the cash management of the
company and carries out deposits and withdrawals of money or securities to the company’s
bank accounts. The Treasurer-Administrator may authorize in writing a member of the Board
of Directors or another partner of the Company, to act once and for all on a specific
administrative action. The Treasurer-Administrator shall be accountable to the Meeting of
Partners for managing corporate affairs and assume the implementation thereof.
2. If the mentioned Treasurer-Administrator partner died, or declared in guardianship or
bankrupt, then the management and representation of the company is undertaken by all the
other partners collectively, thus being in partnership and co-signing under the corporate
name.
3. In the event of temporary inability of the administrator to perform his/her/its duties,
he/she/it shall be replaced by the other partners acting collectively.