Articles of Association

Article 1 – FOUNDATION
, the charitable organization, that is governed, by the provisions of articles 78 and the Urban Code with the name of “BENJAMIN Orphan Society” and based in the City of Katerini, Prefecture Pieria, in Northern Greece –

ARTICLE 2- PURPOSE
The purpose of the association is to show love to its members by providing help, support, protection, hospitality, housing, food, medical care and education to children who are deprived of them, regardless of politics , ideological, religious, social or otherwise condition of the child

ARTICLE 3-ACTIVITY
The activity of the association is implemented with every appropriate action and is offered independently of the political, religious, social, national, family, etc. status of the support receiver. The motives for the union’s activities are derived from and governed by Christian principles.

ARTICLE 4 – MEANS
The means for the realization of the association’s purposes are:

a) The research and the reception of information

b) The informing and sensitization of relative institutions

c) Collaboration with these institutions

d) Finding and using accommodation for children according to the purposes of the association. The largest number of children that can be accommodated in a facility is 6, while the age of children can range between 4 to 11 years, with the subject to change of the number of children and the age limit by decision of the Board of Directors of the Association

e) VOLUNTEERS The establishment and organization of groups of volunteers for the promotion of solidarity as well as their active contribution to the development, creation, implementation of actions and events of the Association.

f) Any legal means.

ARTICLE 5 FUNDING / RESOURCES
The funding / Resources of association are:
a) The annual subscription of members

b) Grants, donations, bequests, income from excursions, banquets and various sports, cultural, musical and social events.

c) Proceeds from sales at points such as stalls, shops, online stores where items such as: Handmade blankets, gifts, trinkets, creations from children supported by BENJAMIN and from mothers of single-parent families, wedding items, candles, school supplies , clothing, books, etc. In addition, by decision of the Board of Directors, the association will be able to have items which will be listed in the minutes.

d) Interest and revenues from managing of its income and property.

e) Revenues from customer searching services

f) Revenues from brokerage services

g) Income from securities transaction (brokerage) services

h) Revenues from financial intermediation services

ARTICLE 6 SEAL
The associations seal is round and in the perimeter it contains the name of the association and in her interior the emblem, (two hands that encompass a child).

ARTICLE 7 Official elements and Books of association
TheOfficial elements and Books of associationι are:

a) The Seal

b) The authenticated tax receipts and other elements,

c) Income and Expense documents

d) Minutes of the General Assemblies

e) Minutes of the Board of Directors

f) Accounting documents of receipts and expense, ant any other elements (ex. Invoices, receipts etc.)

g) The official list of members

h) The registration book of furniture, utensils and equipment,

I) By any chance values (ex. Obligations, banknotes etc.)

j) Incoming and outgoing correspondence, balance-sheets, budgets etc

The chairman / president represents the association in all administrative and legal affairs to third parties (public services, lawyers, income tax, etc.)

ARTICLE 9 – MANAGEMENT
a)The finances is managed by the cashier, through a current bank account

b) The Treasurer draws up the budgets for the next year and the reporting of last year’s finances.

a) Takes care of the accounting documents.

b) Draws up the minutes of meeting of the General Assembly and the Board of Directors.

c) Observes protocol of incoming and outgoing documents.

d) Maintains the seal and all files , the files etc.

e) Draws up the annual report of the Board of Directors
In the absence of the secretary he is replaced by the chairman.
The chairman, treasurer and secretary are not allowed to be represented by one and the same person.

The members of Board of Directors provide their services without any wage or other economic advantage. This moreover is the character and the spirit of this charitable organization: philanthropic, non profit, with its basic aim contribution.
The Board of Directors, in any case, can approve reimburse for expenses that were made by its members and third parties that are connected to the aims of the association.

For the better operation of the association the Board of Directors may open other branches
for a better meeting of the aims of the association

ARTICLE 13 – MEMBERS
The members of the association are distinguished in regular, affiliated and honorary.

1) Regular Members are:

a) The Founding Members

b) Those who resided in the Orphanage Katerini period 1952-1960 or members of their families, or staff members of the orphanage, after their application and their decision of admission from the Administrative Council.

c) Those who accept the aims of the association, after their application and decision of the Board of Directors of the Association.

2) Affiliated members

Persons over 18 years of age can register upon their application if they accept the articles of association and if they fulfill their annual financial obligations to the association.

Associated members are the friends of the Association, those who accept its goals and work to achieve the goals and objectives of the association.

3) Honorary Members

Honorary members are nominated by the Board of Directors, persons that were judged exceptional by their contributions to the association.

Honorary Members can also be nominated non-profit organizations, companies, 1st and 2nd degree local authorities, non-governmental organizations.

Honorary members are released from the obligation of financial contribution to the association.

The Board of Directors of the association may award the distinction of benefactor member to persons who have exceptionally strengthened the association.

This honorary distinction can also be awarded to companies, local authorities of 1st and 2nd degree, non-governmental organizations.

ARTICLE 14 – RIGHTS OF MEMBERS–
The right to elect and to be elected is only for regular members, provided that they have paid their economic dues to the association.The honorary and the associated members can attend meetings of the general assembly.

ARTICLE 15 – OBLIGATIONS OF MEMBERS

ARTICLE 16 – DELETION (Cancellation) of MEMBERS
Deletion of members is decided by the Board of Directors for the following reasons:

α)At the request of the member.

b) For non payment of annual dues.

c) If they are unjustifiably absent from three General Assemblies

d) If they show inappropriate behavior to the association.

The member is notified of the deletion by letter, and he/she in turn could dispute it by a letter to the General Assembly.

The final decision of deletion by the General Assembly becomes final and irreversible inside 30 days from the notification, provided that there is no appeal, or decides otherwise the general assembly. Withdrawing or deleted members do not have any claim on the fortune of the association or their contribution.

ARTICLE 17 FORTUNE / PROPERTY
The Property/fortune of the association is managed according to its purposes.
In the case of the dissolution of the association the property is not transferred to the members, but to other associations with similar purposes, after the decision of the General Assembly and if this is not feasible, by the decision of the Board of Directors.

ARTICLE 18 GENERAL ASSEMBLIES
The general Assembly meetings are regular, once a year and at the discernment of the Board of Directors, or provided that at least one quarter of the members request for it in writing.

Quorum exists in assemblies provided that at least 2/5 of the members and financially up to date members are present. If quorum is not achieved in the first assembly meeting, then a second assembly is called with a required quorum of 3/10 of the members. If in the second assembly quorum is not achieved then a third and final meeting is called, irrelevant of the number of members.

Before the beginning of the assembly the chairman and the secretary are elected. Chairman and secretary of assemblies cannot be members of the Board of Directors WHEN/IF the assembly has placed a subject of confidence on them.
The General Assembly constitutes the sovereign body of the assembly.

a) It provides the general direction and actions of the association and decides on their application. The directions and decisions from – these are binding for the Board of Directors. The Board of Directors must move inside these boundaries made by the Assembly and direct itself accordingly.

b) It oversees the elections of the five member Board of Directors and three-member Controlling Committee for a four-year period, amongst its regular members.

c) It inspects the decisions of the Board of Directors

d) It approves proposals of the Board of Directors and of members.

e) It approves proposals of the Board of Directors and of members.

f) It decides on appeals of the members.

g) It modifies the constitution.

h) It decides on the matter of dissolution of the association.

The decisions of General Assembly and Board of directions for usual matters are taken with secret voting. With simple majority and in other cases with majority of 2/3 of the present members. In the case of a standoff the Chairman’s vote has double value.

The Assembly may vote on decisions of certain items with a show of hands or with other methods.

In the General Assemblies, the members that attend can represent other members that are absent, provided that a written statement is provided by the absent member.

The invitations for the General Assembly are sent to the members by the chairman, stating the place, the time and subjects on the agenda to be discussed. The chairman also hangs an invitation at the offices of the association.

-ARTICLE 19 – ELECTIONS
Elections for the five-member Board of Directors and Three-member Controlling Committees, take place in the General Assemblies,as these are provided in the previous article 18.

Board of Directors

a) It reports to the Assembly through its chairman who reads reports on the projects for the last year, providing certain information regarding economic assessment of the previous year and the proposal of the budget for the next year.
b) Answers and gives explanations on questions concerning the above.
c) Makes Proposals to be decided by the assembly.

The Controlling Committee, elected in previous elections, reads the report drawn up and signed after the economic control and the assessment of the accountant. This report should be concise and to the point on the subjects under review. It examines the management in general terms, and it proposes to the assembly the approval or not of the management.

The report is received after the reading by the Chairman of Assembly, who delivers it to the chairman of Board of Directors, which will result from the elections, in order to be observed and filed.

The candidatures for the Board of Directors as well as the Controlling Committee, are submitted to the chairman of Council at the latest seven days before the General Assembly. :

Candidates for the Board of Directors can be all financially sound regular members of the association and for the formation of the Audit Committee at least 2 members are required. The first five in number of votes are elected for members of the Board. and respectively the first two for the Audit Committee. The remaining candidates who received a smaller number of votes are in the order of election their alternates, in case of resignations or the creation of vacancies for other serious and permanent reasons. Due to the charitable nature of the association and the need for commitment of time and voluntary contribution of the members, the presence of first degree relatives as elected members in the Board of Directors of the Association is exceptionally allowed by etiquette.

The chairman and the secretary of the Assemblies sign and deliver to the elected chairman of the Board. the minutes of appointments and anything else related.

ARTICLE 20 – Board of Directors
a) General Assembly constitutes the sovereign body of the Association, while, the Board of Directors materializes and applies there decisions.

b) Is elected amongst the regular members for a four-year period, in the General Assembly, according to the members’ voting.

c) It consists of five members and meets to decide on the appointment of its Chairman, the Secretary, the Treasurer and its two Substitute members.

d) In case of resignation or for any other reason of retirement of one of the five members, it meets again to decide on the replacement based on the substitute votes received during the assembly where the last vote for elections took place.
e) Receives the official documents and elements of the association from the previous Board of Directors, following a proper protocol of delivery and Receipt.

f) Members who have between them a family relationship up to the second degree are no allowed to participate in the same Board of Directors.

g) It decides on running matters that were not decided or were not regulated by the General Assemblies.

h) The required quorum is, at least three members.

i) The decisions are taken with simple voting. In case of a tie the vote of the chairman is calculated double.

In the event of a tie, the President’s vote shall be considered double.

ARTICLE 21 – CHAIRMAN OF Board of Directors

a) He represents the association in all fronts, legal or individual.

b) He convenes and presides on the Board of Directors meetings.

c) He convenes the General Assemblies.

d) He signs, with the secretary, the minutes of the meetings and the correspondence.

e) He signs with the treasurer the financial statement of the previous year and the proposed budget for the new year.

f) Supervises public relations and general issues.

(g) Supervise the operation of the accommodation, housing, feeding, medical care and education facilities for children in accordance with Articles 2 and 4 par d of these articles of association
In the event that the President of the Association is unable for any reason to exercise these responsibilities, the Board of Directors of the Association assigns them to one of the full or alternate members of the Board of Directors of the Association, or alternatively to a regular member of the Association.

ARTICLE 22 -DISSOLUTION OF ASSOCIATION
Decision on the dissolution of the association is taken by the General Assembly which convenes specifically for this purpose.
In case of dissolution, the property of the association is transferred to another association or institution with the same purpose.

ARTICLE 23 -MODIFICATION of this CONSTITUTION / STATUTE
For the modification of the present constitution / statute a special meeting of the Assembly is called, requiring a quorum where half of the members are present and the voting of changes requires a vote of three quarters of the present members.

ARTICLE 24 – QUESTIONS THAT ARE NOT ADDRESSED by this STATUTE / CONSTITUTIONS
For every issue that is not addressed in the articles , the provisions governing State law of present statutes are applied .

ARTICLE 25
This constitution consists of twenty five (25) articles. It was approved today, October 30, 2021 by the members of the association who met for this purpose live in a general assembly.

THE PRESIDENT THE SECRETARY

ARISTIDIS PETRIDIS CHARAMABOS ANASTASIOU