PELUMS – THE COUNCIL OF 100

PREAMBLE

PELUMS – THE COUNCIL OF 100 is an international private club institution bringing together exceptional personalities, economic resources, scientific knowledge, technological capabilities and entrepreneurial experience to promote the long-term progress of humanity.

PELUMS combines exceptional economic success with exceptional social responsibility.

The institution pursues the advancement of science, technology, artificial intelligence, medicine, education, humanitarian development, ecological sustainability and future-oriented economic cooperation.

PELUMS is an independently organized institutional unit within HUMAN ECOLOGICAL BUSINESS HOLDING INTERNATIONAL INC. (HEBHI).

The institution was created on the initiative of Mario Eduard Giovanelli and operates under his lifelong founding presidency.

Its fundamental guiding principle is: Let us not simply accept the world as it is. Let us create the world as it should be. Why not?

ARTICLE 1 – NAME, LEGAL STATUS AND IDENTITY

1.1. PELUMS – THE COUNCIL OF 100 is the name of the institution, hereinafter referred to as PELUMS.

1.2. PELUMS is an international private club and an independently organized institutional, business and operational division of HUMAN ECOLOGICAL BUSINESS HOLDING INTERNATIONAL INC., hereinafter HEBHI.

1.3. HEBHI is the legal operating entity of PELUMS. PELUMS has no legal personality separate from HEBHI.

1.4. PELUMS has its own club identity, constitution, membership structure, presidency, missions, projects and internal organizational divisions.

1.5. Legal transactions, financial obligations and contracts relating to PELUMS are entered into by HEBHI as legal operator in accordance with applicable corporate representation powers.

1.6. PELUMS maintains its own emblem, motto, website and institutional communication channels.

1.7. This Club Constitution constitutes the governing framework for the internal organization of PELUMS.

1.8. The statutory powers and duties of HEBHI's corporate bodies remain unaffected.

ARTICLE 2 – PURPOSE AND INSTITUTIONAL OBJECTIVES

2.1. PELUMS serves the long-term advancement of science, technology, the economy, environmental sustainability and human development.

2.2. The institution brings together selected individuals with exceptional economic resources, experience and capabilities to promote and implement projects of international significance.

2.3. PELUMS remains independent of political parties and operates internationally.

2.4. The institution initiates, finances, promotes and supports research programs, educational initiatives, scientific institutions, technological development, humanitarian projects and sustainable infrastructure initiatives.

2.5. PELUMS develops long-term institutional partnerships and international cooperation networks.

2.6. The institution's missions are carried out through its own programs and in cooperation with companies, universities, research institutions, public institutions and other suitable organizations.

ARTICLE 3 – BINDING MISSION CATALOGUE

The following mission catalogue forms an integral and permanent part of this Club Constitution.

3.1. The missions listed above constitute the binding institutional framework for action.

3.2. The President determines strategic priorities, approves specific programs and decides on the allocation of institutional resources.

3.3. The missions are implemented in accordance with scientific, economic, organizational and ethical principles.

ARTICLE 4 – FOUNDER AND PRESIDENT FOR LIFE

4.1. Mario Eduard Giovanelli is the sole founder and first President of PELUMS.

4.2. His official title is Founder and President for Life.

4.3. His presidency is intended to continue throughout his lifetime.

4.4. His term ends upon death, voluntary written resignation, voluntary transfer of office, or a mandatory legal ground for termination.

4.5. No ordinary election, re-election or periodic confirmation of the Founding President shall take place.

4.6. Members have no constitutional right to remove the Founding President by ordinary vote.

4.7. The historical status of Mario Eduard Giovanelli as Founder remains a permanent and unalterable part of PELUMS' institutional identity.

ARTICLE 5 – SUPREME INSTITUTIONAL DECISION-MAKING AUTHORITY

5.1. The Founding President is the supreme internal strategic decision-making authority of PELUMS.

5.2. He determines institutional strategy, priorities, projects and organizational development.

5.3. He decides on the admission and exclusion of members.

5.4. He appoints and removes the heads of internal club bodies and expert committees.

5.5. He approves internal budgets, project programs and significant financial commitments within the powers conferred by HEBHI.

5.6. He determines the institutional representation of PELUMS toward members, partners and the public.

5.7. He exercises supreme internal oversight of all institutional activities.

5.8. He may delegate specific tasks and powers to suitable persons by written delegation.

5.9. Delegation of tasks does not constitute a permanent waiver of his reserved rights as Founder.

ARTICLE 6 – ABSOLUTE INSTITUTIONAL VETO RIGHT

6.1. Within the club organization, the Founding President has an absolute, comprehensive and unrestricted veto right over all resolutions adopted by club members, internal club committees and subordinate officeholders.

6.2. No resolution of an internal PELUMS body may be implemented contrary to a veto expressly declared by the Founding President.

6.3. The veto right extends to all strategic, organizational, financial, personnel-related and institutional matters of PELUMS.

6.4. The Founding President may annul, suspend or return resolutions of internal club committees for reconsideration.

6.5. The veto right is personal and cannot be abolished by a resolution of club members.

6.6. The veto right applies within the club organization established by HEBHI. Mandatory statutory powers and duties of HEBHI's corporate bodies remain unaffected.

ARTICLE 7 – THE COUNCIL OF 100

7.1. The Council of 100 constitutes the exclusive international membership community of PELUMS.

7.2. The number of ordinary members is limited to a maximum of 100 natural persons.

7.3. Membership is granted exclusively by personal invitation or by an express admission decision of the President.

7.4. No person has a right to demand admission.

7.5. The Council serves as a forum for the exchange of exceptional experience, scientific knowledge, economic opportunities and ideas for international cooperation.

7.6. The Council has no authority to amend the Founder's rights, the presidency or HEBHI's status as legal operator.

7.7. Membership confers no corporate ownership or voting rights in HEBHI.

7.8. Members support the institutional missions and uphold the dignity, integrity and international reputation of PELUMS.

ARTICLE 8 – MEMBERSHIP AND MEMBERS' RIGHTS

8.1. Membership is personal, exclusive and not freely transferable.

8.2. Members receive access to institutional activities, designated events, information and opportunities for cooperation.

8.3. Members may submit project proposals, recommendations and scientific or economic initiatives.

8.4. Members do not automatically receive positions in the administration, management, research, project leadership or any other body of PELUMS.

8.5. Appointment to any institutional function is made exclusively by the President.

8.6. Members are obliged to maintain confidentiality and comply with this Club Constitution.

8.7. The President decides on the exclusion of members in cases of serious breaches of duty, unlawful conduct or substantial harm to the institution.

8.8. Before exclusion, the member concerned is given an opportunity to present a statement. Existing contractual rights remain protected.

8.9. Membership rights and obligations are also governed by the individual Membership Agreement.

ARTICLE 9 – FOUNDING DONATION

9.1. Admission as an ordinary member of the Council of 100 requires a founding contribution of USD 50,000,000 (fifty million United States dollars).

9.2. The founding contribution is designated the Founding Donation.

9.3. The Founding Donation is dedicated to financing the institutional objectives, missions, research programs, development projects and ongoing operations of PELUMS.

9.4. A separate written agreement signed by the contracting parties shall be concluded for each Founding Donation. The agreement is titled PELUMS – FOUNDING DONATION AGREEMENT.

9.5. The Founding Donation Agreement sets out binding provisions concerning the contribution amount, payment arrangements, use of funds, purpose restrictions, contractual rights and obligations, and consequences of termination of membership.

9.6. HEBHI accepts the Founding Donation as the legal operating entity.

9.7. The Founding Donation does not, in itself, confer any corporate ownership rights, voting rights or entitlement to profit distributions in HEBHI.

9.8. The Founding Donation shall not be represented as a tax-deductible charitable donation. Its legal and tax classification is determined by the actual economic substance of the arrangement.

9.9. Membership and acceptance of the Founding Donation are subject to documented verification of identity, applicable sanctions and source of funds.

9.10. Individual rights agreed in a Founding Donation Agreement may not be impaired by subsequent unilateral amendments to this Club Constitution.

ARTICLE 10 – ALLOCATION OF SHARES TO MEMBERS

10.1. In connection with a stock exchange listing of HEBHI, PELUMS seeks to implement a share allocation program for ordinary founding members of the Council of 100.

10.2. The program provides for a one-time allocation of shares without additional payment representing 0.025% of HEBHI's fully diluted share capital per eligible member.

10.3. For a maximum of 100 members, the proposed aggregate allocation amounts to 2.50% of HEBHI's fully diluted share capital.

10.4. The calculation is based on the actual share and capital structure after completion of the relevant listing transaction, including all applicable dilution effects.

10.5. HEBHI pursues the strategic objective of achieving a company valuation of at least USD 500,000,000,000 (five hundred billion United States dollars) in connection with its stock exchange listing.

10.6. The valuation referred to in clause 10.5 is a defined strategic valuation objective and does not represent an already established company valuation or a guaranteed market or transaction valuation.

10.7. Implementation of the share allocation program requires the necessary corporate approvals, legal availability of shares and compliance with applicable securities and tax laws.

10.8. The share allocation is governed by a separate written share allocation or share transfer agreement.

10.9. This Article defines the intended economic allocation percentage under the institutional share allocation program. A directly enforceable right to receive shares arises only upon conclusion of the necessary legally effective agreements.

10.10. The allocation creates no entitlement to a particular share price, market value, sale proceeds or financial return.

10.11. The share allocation program shall be documented separately, legally and contractually, from the Founding Donation. The overall economic arrangement remains subject to applicable regulatory and tax assessment.

ARTICLE 11 – INSTITUTIONAL BODIES AND EXPERT COMMITTEES

11.1. PELUMS comprises the following institutional functions and organizational divisions: (a) the Founding President; (b) the Council of 100 as a membership forum; (c) Executive Administration; (d) Scientific and Innovation Council; (e) Research and Development Leadership; (f) Finance and Compliance Administration; (g) Humanitarian and Environmental Programs; and (h) additional specialist divisions established by the President.

11.2. The President determines the establishment, composition, responsibilities and leadership of subordinate internal bodies.

11.3. Appointments are based on professional suitability, institutional requirements and actual responsibility.

11.4. Members of the Council of 100 have no entitlement to a seat on any body or committee.

11.5. Senior specialist positions are filled on the basis of professional qualifications and responsibility for the relevant fields of research, development and administration.

11.6. Executives from GIMA–WORLD and other PELUMS-associated projects are appointed to specialist committees by decision of the President.

11.7. All internal expert committees are accountable to the President.

ARTICLE 12 – ADMINISTRATION AND OPERATIONAL MANAGEMENT

12.1. Day-to-day administration is carried out by specialists and executives appointed by the President.

12.2. Operational management is responsible for implementing approved programs, organizing projects and administering institutional resources.

12.3. Executives possess only those powers expressly delegated to them.

12.4. Legal representation of HEBHI remains reserved to its duly authorized corporate bodies and representatives.

12.5. All significant institutional decisions are documented and retained in a central register of resolutions.

ARTICLE 13 – GIMA–WORLD AND INTERNATIONAL OPERATIONS

13.1. PELUMS operates as an international institution.

13.2. HEBHI, headquartered in Albany, New York, remains the legal operating entity.

13.3. GIMA–WORLD is designated as the preferred future principal operational headquarters of PELUMS.

13.4. Following realization of GIMA–WORLD and establishment of the necessary legal and infrastructural conditions, the President decides on the commencement of PELUMS operations at that location.

13.5. PELUMS' operational activities are not dependent on GIMA–WORLD.

13.6. The President determines other suitable international locations whenever doing so serves the institutional interests of PELUMS.

13.7. The extent of any special territorial autonomy is determined by actually effective governmental agreements and the applicable legal framework.

ARTICLE 14 – FINANCES AND ASSET MANAGEMENT

14.1. PELUMS' financial resources are recorded separately within HEBHI's legal and accounting organization.

14.2. These resources are used to achieve institutional objectives, operate the club and implement approved programs.

14.3. The President approves internal budgets and significant project priorities.

14.4. Expenditures, investments and financial commitments are subject to documented approval and control procedures.

14.5. Financial administration prepares regular reports on funds received, use of funds, obligations and project progress.

14.6. HEBHI's statutory accounting, tax and disclosure obligations remain fully applicable.

14.7. Funds subject to contractually agreed purpose restrictions are used in accordance with those restrictions.

14.8. Institutional funds shall not be used for private purposes without a documented legal basis.

ARTICLE 15 – CONFIDENTIALITY, INTEGRITY AND SECURITY

15.1. Members' identities and personal information are treated confidentially unless disclosure is required by law.

15.2. Institutional documents, internal deliberations and confidential projects are subject to established security and confidentiality rules.

15.3. Members and officeholders are obliged to act with integrity, comply with the law and disclose material conflicts of interest.

15.4. PELUMS maintains documented procedures for identity verification, source-of-funds checks and compliance with applicable financial sanctions.

15.5. Confidential information is used exclusively for approved institutional purposes.

ARTICLE 16 – EXCLUSIVE RIGHT TO DESIGNATE A SUCCESSOR

16.1. Mario Eduard Giovanelli, as Founding President, has the exclusive right to designate his successor as President of PELUMS.

16.2. The designation is made by a written declaration of succession personally signed by him.

16.3. The Founding President may amend or revoke his declaration of succession at any time.

16.4. Voluntary transfer of office takes place solely on the basis of his personal decision.

16.5. Club members have no right to designate a successor contrary to the Founding President's expressly documented wishes.

16.6. The declaration of succession governs assumption of the internal office of President and does not automatically transfer any statutory corporate offices or shares in HEBHI.

16.7. The Founding President deposits his currently valid declaration of succession confidentially with the designated office within HEBHI.

ARTICLE 17 – PROTECTION OF THE FOUNDER'S RIGHTS

17.1. Founder status, the presidency for life, the absolute institutional veto right and the exclusive right to designate a successor are protected fundamental principles of this Club Constitution.

17.2. These fundamental principles may not be amended during the Founding President's term without his express written consent.

17.3. Resolutions adopted by club members cannot abolish the protected rights of the Founder.

17.4. The competent corporate bodies of HEBHI adopt these fundamental principles as internal organizational rules through adoption of this Club Constitution, within the limits of their statutory powers.

ARTICLE 18 – AMENDMENTS TO THE CONSTITUTION AND INSTITUTIONAL ADJUSTMENTS

18.1. The Founding President has the exclusive internal right to initiate and approve amendments to this Club Constitution.

18.2. The President is entitled to amend the Club Constitution for legal, regulatory, economic, tax, organizational or institutional reasons.

18.3. Amendments under clause 18.2 are permitted only if all the following conditions are met: (a) PELUMS' fundamental objectives and institutional purpose remain unchanged; (b) previously acquired membership rights are not impaired; (c) members suffer no financial, legal or contractually guaranteed benefit disadvantage as a result of the amendments; (d) previously concluded Founding Donation Agreements and other individual contracts remain binding; and (e) the amendments comply with applicable law.

18.4. The President is entitled to directly adjust organizational structures, administrative procedures, expert committees, internal responsibilities and implementation of institutional programs, provided the conditions of clause 18.3 are met.

18.5. Amendments shall be documented in writing, dated and entered in the central constitutional register.

18.6. Where effectiveness of an amendment requires a resolution by the competent corporate body of HEBHI, that resolution must be obtained.

18.7. Amendments affecting protected Founder rights require the Founding President's express written consent.

18.8. Amendments affecting an individual member's contractual rights additionally require that member's express consent.

18.9. Members shall be informed in an appropriate manner of duly adopted amendments to this Club Constitution.

ARTICLE 19 – PROTECTION OF MEMBERSHIP AND CONTRACTUAL RIGHTS

19.1. PELUMS respects rights acquired by its members under legally effective Membership Agreements.

19.2. Amendments to the Club Constitution shall not operate retroactively to the detriment of existing membership rights.

19.3. The amount of a contractually agreed Founding Donation may not be changed unilaterally.

19.4. Contractually agreed restrictions on the designated use of funds and financial obligations remain binding.

19.5. Changes to the club's internal organization shall not impose additional financial obligations on members without their express consent.

19.6. Individual contractual claims remain protected in the event of organizational changes, relocation of operational sites or internal restructuring.

ARTICLE 20 – TRANSPARENCY, REPORTING AND ACCOUNTABILITY

20.1. PELUMS prepares an annual institutional activity report.

20.2. The report documents the development of missions, significant programs, institutional activities and the use of funds allocated to those purposes.

20.3. Members receive an annual report on significant institutional developments.

20.4. Financial information is provided subject to statutory obligations, business confidentiality and protection of personal information.

20.5. The President decides whether a public version of the activity report will be published.

20.6. Independent audits and controls required by law shall be conducted.

ARTICLE 21 – INSTITUTIONAL CONTINUITY AND ARCHIVING

21.1. PELUMS maintains a permanent institutional archive.

21.2. The archive includes, in particular, the Club Constitution, its amendments, institutional resolutions, mission documents and essential administrative records.

21.3. Confidential membership and contractual records are stored separately and protected against unauthorized access.

21.4. Institutional documents are protected against loss, unauthorized access and improper modification through appropriate technical and organizational measures.

21.5. The Founder's historical status and the original institutional vision are permanently documented.

ARTICLE 22 – DISSOLUTION AND RESTRUCTURING

22.1. Voluntary termination or fundamental restructuring of the club organization requires the Founding President's express consent during his term of office, unless mandatory legal obligations provide otherwise.

22.2. HEBHI remains the legal operating entity unless and until its competent corporate bodies decide to establish another lawful organizational structure.

22.3. In the event of termination, all existing contractual obligations, purpose restrictions on funds and statutory requirements shall be fulfilled.

22.4. Remaining funds shall be disposed of in accordance with legally binding purpose restrictions and applicable regulations.

22.5. Members' rights arising from individual contracts remain protected.

ARTICLE 23 – ENTRY INTO FORCE AND BINDING EFFECT

23.1. This Club Constitution is adopted by resolution of the competent corporate body of HEBHI as the binding internal organizational framework of PELUMS.

23.2. It enters into force on the date specified in the adoption resolution.

23.3. The adoption resolution confirms Mario Eduard Giovanelli's status as Founder and President for Life, together with the internal decision-making, consent, veto and succession rights established in this Club Constitution.

23.4. The Club Constitution is permanently retained in the institutional records of HEBHI and PELUMS.

23.5. The provisions of this Club Constitution apply within the statutory powers of HEBHI and subject to applicable mandatory law.

ADOPTION AND CONFIRMATION

PELUMS – THE COUNCIL OF 100

Mario Eduard Giovanelli — Founder and President for Life

Legal operating entity: HUMAN ECOLOGICAL BUSINESS HOLDING INTERNATIONAL INC., Albany, New York, United States of America

Adoption date: 10 November 2026

POTENTIA ET LEGES UNIVERSI MECUM SUNT

https://pelums.org/