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Internal rules

TITRE I. GENERAL
ARTICLE 1. Binding nature of the Internal Rules
These Internal Rules, and the Annexes which are an integral part thereof, shall be binding on all
members of the Association.
ARTICLE 2. Values Charter
The Association’s Values Charter can be found in Annex 1.
ARTICLE 3. Competition Code of Conduct
The Competition Code of Conduct can be found in Annex 2.

TITRE II. ASSOCIATION MEMBERSHIP

ARTICLE 4. Application for membership
4.1 Legal entities and natural persons can apply for membership of the Association by
completing an application form and sending the original copy by post at the Association’s
address. Membership applications must be endorsed by two existing members whose names
shall be indicated on the form.
4.2 The form shall indicate the membership category to which the candidate would belong, i.e.
obligor or offset stakeholder, in line with the categories stipulated in the Articles of
Association, and its status, namely legal entity or natural person.
4.3 Membership as a natural person shall be considered as an exception. Candidates can apply
for membership as natural persons if they meet at least one of the following conditions:
- he/she is not a member of any organization of any sort,
- any other motive considered valid by the Board.

ARTICLE 5. Membership approval procedure
5.1 Applications shall be examined by an Nominating, Governance and Ethics Committee which
will check the accuracy of the information given in the membership application form before
making its recommendation.

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5.2 The Board shall decide whether to accept the candidate as a member either at its next
meeting or by means of an electronic vote.
5.3 Once membership has been approved by the Board, it becomes effective on payment of the
membership fee and annual subscription for the current year.
5.4 Membership is awarded for an indefinite period.

TITRE III. MEMBERS – GENERAL RULES

ARTICLE 6. Obligations of the members of the Association
6.1 Members must be up-to-date with their subscription to take part in the activities of the
Association.
6.2 Members shall support the Executive Committee in order to achieve the objectives of the
Association.
6.3 The members of the Association shall defer to the Executive Committee for all
administrative procedures linked to operation of the Association.

 

TITRE IV. MEMBERS – RULES FOR LEGAL ENTITIES

 

ARTICLE 7. Scope of membership
7.1 Employees of legal entities which are members of the Association shall also be considered as
members. The advantages associated with membership shall apply exclusively to the
employees of the legal entity which is a member of the Association. Under no circumstances
can these advantages be extended to:
- legal entities and the employees of legal entities which are attached directly or
indirectly to the member, in the event that the legal entity which has taken out
membership belongs to a group of companies,
- customers, suppliers or agents of members.

7.2 If the legal entity which has taken out membership is an association, its members may,
exceptionally, be entitled to certain advantages usually reserved for members, e.g.
preferential rates for symposiums.
ARTICLE 8. Members’ representatives

 

8.1 Legal entities shall appoint one and only one employee to represent them at General
Meetings and vote on their behalf.
8.2 The legal entity shall appoint its representative on the membership application form or give
his/her name to the Association General Secretary. Legal entities can also appoint an
employee to be the permanent substitute to represent it in the absence of the representative.
8.3 Information communicated officially by the Association is sent to the representative and the
representative only. When required, he/she shall circulate the information within the legal
entity to which he/she belongs.

8.4 The General Secretary must be notified of any changes in representative or substitute.

 

TITRE V. GENERAL MEETINGS

 

ARTICLE 9. Voting at General Meetings

 

9.1 General Meetings are open to all Association members. However, in the case of legal
entities, and in order of preference, only the representative, his/her substitute if he/she is
absent, or any other member duly appointed by means of a completed proxy voting form sent
to the General Secretary in good time shall be authorized to vote on behalf of the legal entity
he/she represents.

 

9.2 The rules for voting at General Meetings as specified in Articles 9.6, 11.2 and 12.2 of the
Articles of Association are given in Annex 3

TITRE VI. BOARD

ARTICLE 10. Confidentiality

 

Board members are required to keep the business of the Board confidential.

 

ARTICLE 11. Attendance at meetings

 

If a Board member fails to attend and/or is represented at three consecutive Board meetings, the Board
shall ask that the Board member be removed from office at the next General Meeting thereafter. A
person who has been removed from office cannot stand for Board membership again.

ARTICLE 12. Voting procedures

 

12.1 The voting rules for election to the Board as specified in Articles 14.6 of the Articles of
Association are given in Annex 3.
12.2 Between meetings, the Chairman can ask the Board to vote electronically on all matters
which require to be settled within a reasonable length of time. The General Secretary e-mails
the question to all the Board members. Board members then have three days to make their
position known. The rules for counting the votes are the same as those which apply at Board
meetings. Failure to reply shall be considered as an absence and not as an abstention.

TITRE VII. EXECUTIVE COMMITTEE

 

ARTICLE 13. Executive Committee members
13.1 The Board shall assess the experience and hierarchical level of candidates for appointment to
the Executive Committee, as well as the contribution they could make to the Association.
13.2 Executive Committee members can be reimbursed for expenses incurred in the interest of the
Association. These expenses are controlled by the Board when the annual financial statement
is drawn up.

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