STATUTES

EUROPEAN FEDERATION OF EMPLOYED SHAREHOLDERS, FOR EMPLOYEE OWNERSHIP AND PARTICIPATION, in short "EFES"

International non-profit association

An international association with a scientific and educational object is set up, consistent with the law of 25^th October 1919 granting legal status to international associations with a philanthropic, religious, scientific, artistic or educational object.

Section 1. Name, Registered Office

Article 1. Name

The association is called : EUROPEAN FEDERATION OF EMPLOYED SHAREHOLDERS, FOR EMPLOYEE OWNERSHIP AND PARTICIPATION, in short: "EFES".

Article 2. Registered Office

The registered office of the association is located Avenue Voltaire 135 in 1030 Brussels (Belgium). It can be transferred through simple decision of the Board of Directors to any other place in the Brussels Area. Any modification of the registered office should be published in the Appendices to the Belgian Official Bulletin within one month following the date thereof.

Section 2. Purpose, Duration.

Article 3. Purpose

The purpose of the EFES is:

• in the scientific field: to carry out research on any economic, financial, social and legal issues relating to employee ownership and participation in Europe and to realize studies on any issues concerning the employee owners, especially as far as initiatives or projects of the EC institutions are concerned or upon their request.
• in the pedagogic field: to organise conferences, study seminars and training actions to the benefit of its members; to represent the employee owners before the EU institutions as well as should the case arise, before the Authorities and Institutions that have to deal with the employee owners’ interests.

EFES is developing a European centre for information, meetings, training, advice and representation to serve its members. EFES will promote research on pre-conditions of employee ownership and participation and on their benefits in terms of business excellence, spread of wealth and humane and productive workplaces; help to generate mutual understanding between social partners; help to raise the level of awareness among business leaders and politicians.

The association may accomplish any operations in direct or indirect relationship with its object. It may help out and take an interest in any activity similar to its object.

Article 4. Duration

The association is set up for a unlimited term.

Section 3. Members

Article 5. Members

The association comprises statutory members, associate members, supporting members, honorary members and observing members.

Article 6. Statutory Members

The organisations and legal entities legally incorporated in accordance with the law of their country of origin, existing in European Union member states, at the national, regional or undertaking level, of which the members or beneficiaries are employee owners and former employees or of which the action aims at promoting employee ownership and participation can become statutory members.

Article 7. Associate Members

The organisations and legal entities legally incorporated in accordance with the laws of their country of origin existing in non European Union member European states, at the national, regional or undertaking level, of which the members or beneficiaries are employee owners and former employees or of which the action aims at promoting employee ownership and participation can become associate members.

Article 8. Supporting Members

Any individuals or legal entities, wathever his nationality, interested in the promotion of employee ownership and participation can become supporting members.

Article 9. Honorary Members

The title of Honorary Member can be granted to any individual in recognition of his or her contribution to the association and its objectives. Honorary members are exempt from subscription.

Article 10. Observing Members

Any natural person or legal entity that has applied to become a member can become an observing member in the expectation of its final admission by the General Meeting. The observing members have all rights attaching to membership, except the right of vote at the meetings.

Article 11. Admission of the Members

The admission of new members is submitted to the General Meeting by the Board of Directors with its opinion. The General Meeting fixes the category to which the new member is admitted.

Article 12. Conditions of admission

The admission of a new member is subject to the following conditions:

• an application filed in writing with the Board of Directors;
• an expression of support for these by-laws and desire to contribute actively to the corporate object;
• a commitment to pay the subscriptions mentioned in article 17 below.

Article 13. Resignation of Members

The members of the association can resign at any time by registered letter sent to the Board of Directors.

Article 14. Exclusion of a Member

The exclusion of members from the association can be pronounced by the General Meeting. The interested member should previously be informed by the Board of Directors of the decision contemplated towards it and invited to produce all defence arguments, either in writing, or by appearing in person at the General Meeting. It is effective immediately. Non-compliance with the by-laws, lack of payment of the subscriptions at the latest within one month of the reminder sent by registered letter, lack of presence, represented or excused at two consecutive General Meetings, actions or words that would harm seriously the interests or reputation of the association are acts that can lead to the exclusion of a member. The Board of Directors may suspend said member until the decision by the General Meeting.

Article 15. Rights and obligations as a consequence of the loss of membership

The resigning, suspended or excluded member, as well as a deceased member’s heirs or rightful claimants have no claim on the corporate assets. They cannot claim or demand financial statements or accounts, nor affixing of seals or inventory. The member who ceases for any reason whatsoever to belong to the association, is still liable to the association for any obligation arisen before the loss of his membership or at the occasion thereof.

Article 16. Representation of legal entities

The legal entities appoint one or several natural person(s) in order to represent them within the association. They notify such appointments in writing to the association.

Section 4. Subscriptions, interests on overdue payment

Article 17. Subscriptions

Upon their admission and at the beginning of each year, the members are bound to pay a subscription fixed by the General Meeting, on proposal by the Board of Directors. Such subscription may vary for the various categories of members referred to in Section 3. They are fixed originally as follows:

1. For all members, a base subscription of 50 EURO for natural persons and 500 EURO for legal entities (the honorary members are exempt from subscription).
2. For the statutory and associate members, an additional subscription of 0.25 EURO multiplied by the number of members or affiliates represented by the member organisation or the legal entity within EFES.

The statutory and associate members fix freely the number of their affiliate members they intend to represent within EFES, providing however that such number does not exceed the number of effective members and affiliates.

Subject to the powers granted to the General Meeting, the Board of Directors may increase the amounts and rates mentioned above by a percentage equal to the rise of the price index in Belgium.

Article 18. Interest on overdue payment

The outstanding subscriptions yield interest automatically and without summons to the benefit of EFES, at the borrowing rate generally applied by the big banks in Belgium.

Article 19. Common provision

The member who loses membership for any reason whatsoever still owes the subscriptions due for the whole current year and should the case arise, the interest on overdue payment until full settlement.

Section 5. General Meeting

Article 20. General Meeting

The General Meeting is the sovereign power of the association. The General Meeting comprises all members.

Article 21. Powers of the General Meeting

The General Meeting possesses the powers explicitly granted to it by the law or by these by-laws. The powers listed below are especially reserved to its competence:

The General Meeting elects and may dismiss at any time the members of the Board of Directors. It fixes the yearly action plan, votes the budget, approves the accounts of the year. It appoints the auditor(s) in-charge of the auditing of the accounts. It decides on the admission of new members, the exclusion of a member, the category to which a member should belong. It fixes the members’ subscriptions and the terms of their payment. It fixes the voting rights, consistent with the provisions of article 27 below. It may decide the creation of establishments or representations in other countries. It may decide the modification of the by-laws and pronounces itself, including by the adoption, if necessary, of rules and regulations on the interpretation and terms of application thereof. It may pronounce the winding-up of the association and decide the allocation of its liquidation surplus.

Article 22. Meeting of the General Meeting

The General Meeting meets at least once a year, in ordinary meeting. It may also meet in extraordinary meeting at any time, upon decision of the Board of Directors or at the request of members representing at least 20% of the voting rights fixed consistent with the provisions of article 26 below. Such a request shall be directed to the Board of Directors by registered letter at least three months before.

Article 23. Notice

All members should be convened to the General Meeting by the Board of Directors through ordinary letter at least one month before. The notice gives the date, time and place of the meeting, as well as the agenda. The Board of Directors may invite any person to attend all or part of the General Meeting as an observer or consultant.

Article 24. Representation

Each member is entitled to participate in the meeting. A member may appoint as representative another member or a third person by written, dated and signed proxy. Nobody may hold more than five proxies.

Article 25. Chairing the General Meeting

The General Meeting is held under the chairing of the President of the Association (see article 38) or in his absence, by a member of the Board of Directors appointed to this end.

Article 26. Voting rights

All members are entitled to vote at the General Meeting, except the observing members. Each member has one vote. Furthermore the statutory and associate members have one additional vote per additional subscription bracket of 50 EURO fixed consistent with point 2 of article 17 for the year during which the General Meeting is held. The voting rights of the members whose subscriptions are not totally in order are suspended and are not taken into account in the calculation of the quorum of attendance and vote.

Article 27. Rules of the attendance quorum

The General Meeting may deliberate validly whatever the number of voting rights of the members present or represented, except as provided by law or by these by-laws. Only the decisions relating to the exclusion of a member, modification of the by-laws and winding-up of the association should be taken by a meeting including two thirds of the voting rights; for want of such quorum, a second meeting may be convened, that will be authorised to deliberate validly without quorum.

Article 28. Rules of the voting quorum

The decision of the General Meeting are taken with a simple majority of the voting rights of the members present or represented, except as provided by the law or by these by-laws. Only the decisions relating to the exclusion of a member, modification of the by-laws and winding-up of the association should be taken by a majority of two thirds of the voting rights of the members present or represented. In case of parity of votes, that of the chairman of the meeting will be a casting one. The decisions taken validly bind those absent.

The voting quorums are calculated on the basis of the votes validly cast. Blank and spoiled voting papers and abstentions are thus excluded from the voting quorum.

Article 29. Agenda

The ordinary General Meeting pronounces itself on the operational report, financial report and on the minutes of the previous General Meeting. For the rest, the General Meeting only deliberates validly on the agenda items given in the notice, except in cases of emergency recognised by the Board of Directors and with the Meeting resolving at the majority of two-thirds of the votes validly cast and provided the item of the agenda does not deal with a modification of the by-laws, winding-up of the association or the exclusion of a member; the item "miscellaneous" does only cover communications of which the nature does not require a vote.

Article 30. Publication

The minutes of the deliberations of the General Meeting are drawn up by and under the responsibility of the Executive Office. Such minutes are written down in a register signed by the President and by the Secretary General. They are distributed to the members through ordinary mail. All members can acquaint themselves therewith at the registered office of the association, without removing the register. Third persons justifying a legitimate interest may be supplied with extracts.

Section 6. Administration

Article 31. Board of Directors

The association is administered by a Board of Directors. The Directors are chosen among the statutory, associate or supporting members, natural persons, legal entities or organisations. When the director is a legal entity or an organisation, such legal entity or organisation informs the Board in writing of the name of the individual entitled to represent it. The number of directors is at least three and at most thirty, under compliance of the following conditions:

• one director at least should have Belgian citizenship;
• the Board of Directors must comprise at least one resident of each of the European states represented at the General Meeting provided an application has been proposed consistent with article 32.

Article 32. Appointment of the directors

The members of the Board of Directors are appointed by the General Meeting, on the basis of applications established as follows:

• the college set up within the meeting by the statutory or associate members resident of a same European state proposes up to two applicants from that state.
• the college set up within the meeting by the supporting members proposes up to five candidate directors in total.

They are elected by the general meeting under compliance with the following rules:

• when there is only one candidate resident in a given European state, he will be appointed automatically
• when there are still available positions, the other candidates are chosen by simple majority in the decreasing order of the votes they have obtained, up to the number of positions still available and up to the maximum limit of the number of directors fixed in article 31, par. 2 of these by-laws. Furthermore, within the same limit, the General Meeting can elect other members, to complete the Board.

Article 33. Duration of the term of director

The directors are appointed for two years. They may be dismissed at any time. The outgoing directors are re-eligible. In case of vacancy in the course of a term of office, a provisional director can be appointed by the General Meeting. The latter will then continue the term of office of the director he is replacing.

Article 34. Meeting of the Board of Directors

The Board of Directors meets at least once a year and whenever the needs of the association so require and at the request of half of the membership. The notices are sent by the President or in his absence, by a Director, through simple letter, fax or electronic mail.

Article 35. Organisation of the Board of Directors

The Board of Directors deliberates validly whenever half of its members are present or represented. All the decisions of the Board of Directors are taken by simple majority of the votes. The Board Meeting is held under the chairing of the President of the Association (see article 38) or in his absence, by a member of the Board of Directors appointed to this end. In case of parity of votes, that of the chair-person will be a casting one. A director may appoint as representative another director or a third person, by written proxy. Nobody can hold more than three proxies.

Article 36. Powers of the Board of Directors

The Board of Directors carries out the policy decided by the General Meeting. It decides the actions, convenes the general meeting and more generally, has all powers necessary to manage and control the association and ensure the achievement of its purpose. Are solely excluded from its competence: the acts reserved by the law or by these by-laws to the competence of the General Meeting. It may decide to recruit salaried employees. It may enter into any contracts and agreements necessary for the achievement of the corporate purpose.

Article 37. Executive Office

The Board of Directors elects among its members, by simple majority and for the duration of their term of office, seven members constituting the Executive Office of the Board of Directors. This office submits to the Board of Directors all the proposals it deems useful and prepares its meetings. The office is responsible for the permanent secretariat. The office meets at least four times a year and whenever the needs of the association so require, as well as whenever two of its members ask for it. The notices are done by the President or in his absence, by a Director, by simple letter, fax or electronic mail. The office deliberates validly when half of its members are present or represented. All decisions of the office are taken by simple majority of the votes. In case of parity of votes, that of the President is a casting one. A director member of the office can appoint as representative another director or a third person, by written proxy. Nobody can hold more than two proxies. The deliberations of the office are written down in the minutes signed by the President and the Secretary General.

Article 38. Chairing

The Executive Office chooses among its members and for the duration of its term of office, a President. The President represents the association before third people. He binds it in all its legal and judicial acts. He has the corporate signature which he may delegate. He presides at the General Meeting, Board of Directors and Executive Office. In case of emergency, the President may take all decisions made necessary by the interests of the association which he will submit to ratification of the office of the Board of Directors at its next meeting.

Article 39. Secretariat General

The Board of Directors may delegate the daily management of the association, including the use of the corporate signature for that purpose, to a Secretary General of whom it fixes the powers. It may furthermore delegate some of its special powers to one of its members or to a third person. The Secretary General organises the permanent secretariat of the association. The Secretary General attends the meetings of the Board of Directors and of the Executive Office. The Secretary General and each director member of the office are qualified to take out from the post administration any package or letter whether registered or not, sign any receipt, carry out any protective action.

Article 40. Auditors

The General Meeting appoints one or more auditors in-charge of the verification of the accounts of the association and of the presentation of an annual report. The auditor(s) is/are appointed by the General Meeting among its members or not for two financial years. Their term of office is renewable. They can only be dismissed for serious ground. The function of auditor is incompatible with that of member of the Board of Directors.

Article 41. Legal actions

The legal actions as Plaintiff as well as Defendant fall under the initiative and competence of the Board of Directors represented by its chairman or by a director delegated to this end.

Article 42. Collegiality, powers.

The Board of Directors takes its decisions as a college. Its members act jointly and are jointly liable before the General Meeting. In the absence of special stipulation, any director signs validly the acts regularly decided by the Board of Directors. He will not have to account for his powers vis-à-vis third people.

Article 43. Responsibility

The directors are not undertaking any personal obligations by reason of their function and are only responsible for the performance of their office.

Article 44. Publication

The decisions of the Board of Directors are written down in a register of minutes signed by the president and by the Secretary General. Such register is kept at the registered office. Any member justifying a legitimate interest can have a copy of it delivered to it, in the form of an extract certified true by the Secretary General.

Section 7. Financial year, budget and accounts.

Article 45. Financial year

The financial year lasts one year. It is closed each year on 31^st December. Exceptionally the first financial year will start at the date of signature hereof and end on 31^st December 2000.

Article 46. Budget and accounts

The Board of Directors has to submit every year, for the approval of the General Meeting, the accounts of the last financial year and the budget for the following financial year. The auditor(s) appointed by the meeting in order to check the accounts of the association present an annual report to it.

Section 8. Modification of the by-laws, winding-up, liquidation

Article 47. Modification of the by-laws

Any proposal aiming at a modification of the by-laws should proceed from the Board of Directors. The Board of Directors should advise the members of the association, at least one month in advance, of the date and agenda of the General Meeting that will decide on any such proposal. The decisions are taken by the General Meeting, under the conditions of quorum and majority referred to in articles 27 and 28. The modifications to the by-laws are approved by Royal Decree and are to be published in the Appendices to the Belgian Official Bulletin.

Article 48. Winding-up

The same provisions apply in case of proposal of winding-up of the association.

Article 49. Liquidation

In case of winding-up of the association, the General Meeting appoints the receiver(s), fixes their powers and their remuneration. It fixes the allocation of the net assets of the corporate assets. In case of winding-up, no member of the association has any right whatsoever on its net assets. The net assets possibly remaining after settlement of all debts or charges are transmitted to another non-profit making association, carrying on similar objectives to the benefit of employee ownership and participation.

Section 9. Rules and regulations

Article 50. Rules and regulations

Rules and regulations may be presented by the Board of Directors to the General Meeting. Modifications of those rules and regulations may be done by a General Meeting resolving by simple majority of the votes validly cast.

Section 10. Disputes, Litigation

Article 51. Disputes, Litigation

In case of litigation between members, between a member of the association and the association, between groups of members or between members and the Board of Directors, the relevant parties will try and settle such litigation amicably. If such amicable settlement is not possible, the litigation will be definitively solved through arbitration. The arbitration board comprises three arbitrators. Each party appoints its arbitrator. The two appointed arbitrators appoint in turn, by mutual consent, the chairman of the arbitration board. For want of one of the parties to appoint its arbitrator or for want of the arbitrators to appoint the chairman of the arbitration board, the most diligent party may bring the matter before the president of the High Court of Justice in order to have the missing arbitrator appointed. The arbitration board fixes the terms of the proceedings. It decides by majority of its members. The place of arbitration is Brussels. The governing law will be the Belgian one, and in particular articles 1676 and following of the Judicial Code.

Section 11. General Provision

Article 52.

Anything not provided for in these by-laws will be treated in a manner consistent with the provisions of the law of 25^th October 1919.

(Translation from the original document in French, which lays down the law).