[Last Amended 26 June 2020, Registration No. 04/2020 in the Court of First Instance of Mytilene]
ARTICLE 1 – DEFINITIONS
- All of the undersigned will individually from now on be referred to as “Partners”, collectively forming the “General Assembly”.
- “Consensus” is defined throughout this Constitution as both the unanimous agreement of a quorum of all the Partners, or an agreement wherein no partner has a major objection to the approval of the decision. Quorum to reach consensus requires participation of 3/4 of all Partners.
- “Unanimity” is defined throughout this Constitution as the agreement of a quorum of all the Partners.
ARTICLE 2nd NAME/DISTINCTIVE TITLE
The name of the company is “LEGAL CENTRE LESVOS Civil Non Profit Company”
(Greek translation: (the Greek translation of “Legal Centre Lesvos” follows)) and the distinctive title “LCL”.
As tagline the company may add the phrase: “A solidarity collective defending human rights at the European border” (Greek translation: (Greek translation of “A solidarity collective defending human rights at the European border” follows.”))
ARTICLE 3rd HEADQUARTERS
The company’s headquarters is in the town of Mytilene on Lesvos, Sapfous street 2.
The company can, by decision of the General Assembly of the Partners establish offices and branches in other areas of the country or abroad, as well as transfer its headquarter to another region of the country.
ARTICLE 4th PURPOSE
The main purpose of the company is solidarity, legal support, advocacy, strategic litigation and defence of human rights and in particular of migrants, asylum seekers and refugees present in Lesvos and other parts of the Greek Territory and globally.
The company’s special purposes are to:
- Provide legal assistance, legal information, representation and defence to refugees, migrants, applicants of international protection in all stages of the procedure
- Advocate for human rights and the rights of migrants, asylum seekers and refugees and for equal access to legal and safe routes of migration, without discrimination as to nationality, ethnicity, religion, gender, sexual orientation, race, or socioeconomic status, in Lesvos, Greece and globally against racism and xenophobia;
- Raise awareness of the human rights violations, in particular of migrants, asylum seekers and refugees, promote human rights advocacy and combat marginalization, exclusion, racism, and xenophobia.
ARTICLE 5th MEANS
5.1.The company pursues its objectives by any appropriate and legal means and indicatively:
- The operation of a centre for provision of legal support and information to refugees, migrants and asylum seekers without discrimination as to legal status, nationality, ethnicity, religion, gender, sexual orientation, race, or socioeconomic status;
- The organisation and use of a network of volunteers and paid-professionals from Greece and abroad to assist with the company’s goals;
- Monitoring and documenting of human rights violations and the preparation of periodic reports;
- Work and cooperation with migrants, refugees and asylum seekers, civil society associations, individuals and entities who are working to defend human rights and the rights of migrants, asylum seekers and refugees;
- Presentation of the work of the LCL at national and international events and conferences;
- Creation of printed and audio-visual material;
- Coordination of activists’ actions and legal initiatives.
5.2. For the fulfilment of its purpose, the company can purchase property, movable and immovable property, lease premises, etc. It can also hire the necessary staff.
5.3. The Partners are obliged to offer every possible help in fulfilling the company’s goals as well as to contribute with their professional experience and technical knowledge.
Each Partner must behave with the utmost integrity at all times and in line with the values of the company to best represent its interests.
ARTICLE 6th DURATION
The duration of the company is for an indefinite period, commencing on publication of the present in the books of the Court of First Instance of Mytilene. It will continue unless and until the Partners unanimously agree otherwise.
ARTICLE 7th PROPERTY
The company’s property consist of the contributions, donations, extraordinary payments from Partners or third parties that are sympathetic with the Legal Centre Lesvos’ goals according to its declared ethics and from any kind of proceeds from the events, functions and publications of the company.
Article 8th Management-representation-administration
8.1.The Partners undertake to manage the affairs of the company.
The administration and management of corporate affairs, as well as the representation and fund of the company, belongs jointly to its Partners and is exercised as described more analytically below.
8.2. The General Representation of the company is assigned by the Co-Partners to Lorraine Leete. The General Representative shall act on any management act relating to the purpose and subject matter of the company and within the framework of the decisions of the General Assembly, sign each document in the context of corporate affairs management.She legally and authoritatively represents the company against any third party that transacts with it, namely against any organization, legal entity of public or private law, in banks, in the tax offices, judicial, tax, banking, financial transaction and in any other contractual or legal obligation. The General Representative will also act on all receipts or payments and in general cash transactions by making the corresponding entries in the books kept by the company, will pay particular attention to the observance of the legal books and data required for the operation of the company, and will inform the other Partners about the course of corporate affairs to achieve the company’s goal. The General Representative may also delegate some of her responsibilities to a third party within the framework of the management of corporate affairs.
The General Representative will be revoked by unanimous decision of all the other partners in case of misdemeanor or non-fulfillment of obligations.
8.3.The working language of the company is English. The original language of all decisions entered into by General Assembly will be in English.
8.4. GENERAL ASSEMBLY
8.4.1. The General Assembly is the governing body of the company. It is made up of the company’s Partners.
- A convention of the General Assembly will be valid when at least 3/4 of the Partners are present. A General Assembly may be convened by any of the Partners.
- Unless otherwise stated in the present constitution, the decisions of the General Assembly require consensus by the Partners to be valid.
- The annual Regular General Assembly is mandatory held, within two months from May 31st each year.
8.5. DECISION MAKING
- Except for situations mentioned within paragraph 8.4.2. below, Partners are individually empowered to make decisions on behalf of the company which carry out the Company’s purposes as listed within Article 3 of the present constitution.
- The following situations require a decision of the General Assembly by consensus in order to be valid and binding upon the company:
I) The purchasing of any good or service whose cost is above €500, except for recurring predetermined costs;
- Litigation costs rising above €500;
- Validation of the accounts and budgets of the company;
- The amendment of the company’s constitution
- The entering/participation by the company in any of the following types of agreements:
V.b.Partnerships with other organisations;
- Any decision regarding operational strategy of the company or which may be perceived by the other Partners as detrimental to the reputation of the company and/or its individual Partners.
- Should any of the Partners disagree with a decision either (a) made, or (b) to be made, by a Partner in pursuance of 8(4), a General Assembly will be convened at the earliest opportunity to decide by consensus upon the validity of the decision.
Article 9TH REMUNERATION of Partners
It is agreed that Partners may be hired as employees or may be contracted to provide paid services to the company. Final decisions regarding the payment of a salary or other remuneration to a Partner for his services will be taken in the absence of that Partner.
The company is non-profit and therefore it is forbidden to distribute profits or pay interest to members.
ARTICLE 10th USE OF FUNDS
The funds of the company are not available to the Partners but for the purposes of the company.
ARTICLE 11th LIABILITY OF PARTNERS
The company is not responsible for the previous to its establishment professional activity of its members
ARTICLE 12TH ENTRY OF PARTNERS
Entry of new Partners requires a decision of the General Assembly with the unanimous agreement of the Partners.
The funds of the company are not available to the members but for the purposes of the company.
ARTICLE 13TH EXIT OF MEMBERS/ PARTNERS
13.1. Every Partner may unilaterally cease to be a Partner. The company continues with the rest of the Partners.
- A Partner may be expelled from the company by unanimous agreement of all other Partners, if by that vote it is determined in the sole discretion of those Partners that the Partner to be expelled has materially breached or is unable to perform that Partner’s material/important obligations under the present Constitution or the continued association of that Partner with the company is detrimental to the best interests of it.
- Once the decision to expel the Partner has been made, written notice of the intention to expel shall be given to that Partner, and the Partner shall have the right to respond within seven (7) days of service of the notice. The Partner may respond either in writing or call a General Assembly to defend himself before a final decision is made on that matter.
- Once the 7 days have elapsed, the remaining Partners shall consider any response and decide whether to expel the Partner or otherwise. Expulsion shall become effective when written confirmation of expulsion is served on the expelled Partner, which must include the reasons for the expulsion. When the expulsion becomes effective, the expelled Partner’s rights, powers and authorisation as a Partner of LCL shall terminate.
- In case of death, legal prohibition, bankruptcy, exit or expulsion of a Partner, the company continues with the other Partners.
ARTICLE 14TH LIQUIDATION
The company, when terminated, in any way, is put into liquidation.
By its decision the General Assembly will appoint the person who will perform duties of a liquidator, and if there are any remaining assets, by decision of the General Assembly, these assets will be distributed for purposes similar to those of the company’s.
ARTICLE 15TH PUBLICATION
Any modification of the present document, any entry, exit, expulsion of partner, any election of administrator, will be legally published. The books required by the Tax Legislation and a book of minutes of the General Assembly are kept.
The present document was compiled in seven (7) copies, so that one will be submitted to the Tax Office, the second to the Court of First Instance and the rest remain for the Partners.
THE CONTRACTING PARTNERS
Lorraine Margaret Leete
Carlos Ernesto Orjuela
Norma Lea Jullien Cravotta