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CNEJGE - Compagnie Nationale des Experts Financiers en Gestion d'Entreprise

STATUTES

National Association of Court-Appointed Experts in Corporate Management
Registered Association, governed by the Law of 01 July 1901

Article 1 : Form
The undersigned and any other persons accepting these Articles of Association and satisfying the conditions as defined herein, hereby create an association, in application of the Law of 01 July 1901, to be governed by these Articles of Association.

Article 2 : Purpose
The purpose of the Association is:

1 To promote and develop the quality of work of court appointed experts and of other technical assistance assignments of a judicial nature in the field of corporate management;

2 To ensure strict compliance with the conditions for the exercising of the functions of a court appointed expert;

3 To work to develop the knowledge-base of the expert members of the Association in terms of technical issues of corporate management and the various specialties in the field of specific court appointed expertise procedures;

4 To represent court appointed experts in corporate management with national judicial authorities and european bodies.

Article 3 : Name, Head Office and Life of the Association
The name of the Association is "Compagnie nationale des experts judiciaires en gestion d’entreprise" and the abbreviation is C.N.E.J.G.E.

Its head office address is that of the President in office. This can be set at any other location on a decision of the Committee. Its postal address is that of the President in office. The life of the Association is unlimited.

Article 4 : Membership
The Association consists of Statutory members and probation members.
To be accepted by the Association as a member, the following conditions must be fulfilled:

a) FOR STATUTORY MEMBERS
. Be registered on a list of experts held by the Supreme Court, a Court of Appeal or an Administrative Tribunal or an Administrative Court of Appeal, and this for the year in which the membership application is made;

. Provide evidence of professional experience or of certified qualification in one or more fields of corporate management: General policy and planning, personnel management, product and marketing policy, management organisation and IT, finance, etc.;

. Send an application for joining the Association to the President of the Association who will review and discuss according to article 5 with the Committee;

. To support the articles of association and the rules of Procedure.

b) FOR PROBATION MEMBERS
. Be registered in a probationary capacity on the list of experts held by an Appeal Court, and satisfy conditions 2, 3 and 4 as stated above in section a):

. Provide evidence of professional experience or of certified qualification in one or more fields of corporate management: General policy and planning, personnel management, product and marketing policy, management organization and IT, finance, etc.;

. Send an application to join the Association to the President of the Association who will review and discuss it with the Committee, as provided for by Article 5;

. Support these Articles of Association and the Rules of Procedure.

c) FOR MEMBERS OF HONOR
On the proposal of the Committee, the General Assembly can grant the status of Honorary member to any former member of the Association who is no longer registered on an official list.

The Committee of the Association can appoint as Honorary members anyone who has demonstrated particular support for the Association.

Article 5 : Admission
The applications are examined by the Committee. The Committee pronounces a secret vote and doesn’t motivate its decisions.

Article 6 : Resignation, Removal
The status as a member of the Association (Statutory or Associate) is lost on the resignation or the removal as decided by the Committee (for non-payment of fees, or on the ground of a serious fault), following the hearing of the member in question.

A member of the Association can also be struck of the list if he is no longer on the list of a Court of Appeal.

These cases are examined by the Committee which takes the decision.

Associate members of the Association automatically lose their status as members if they are not entered on a list of experts with a Court of Appeal at the end of the two year probationary period.

Members who resign or are removed do not have any rights with regard to the assets of the Association, nor any right to reclaim any sums paid as fees.

Article 7 : Fees
The Association derives its income from the annual fees and joining fees, as set by the General Assembly and which remain unchanged until a new decision is taken.

The fees consist of three inseparable elements and due from all members, whether Statutory or Associate:

. The fee based on status, (Statutory or Associate)
. The cost of training,
. Group professional liability insurance which is mandatory for all members.

For Statutory members, the failure to pay the fees for a period of two years will result in automatic expulsion from the Association, following formal notice sent by registered mail remaining without reply for thirty days. This expulsion is decided by the Committee.

For probation members, the failure to pay the fees for a period of one year will result in automatic removal from the Association, following a formal reminder sent by registered mail that has remained unheeded for thirty days. This removal is decided by the Committee.

Article 8 : Committee, organisation 1 The Association is managed by a Committee consisting of at least five and at most seven Statutory members, and moreover comprises the President(s) of Honor.

2 The members of the Committee are elected for periods of three years. There is no limit on re-election.

3 The members of the Committee are not remunerated.

4 The Committee appoints from among its members the President of the Association, one or two Vice-President(s), the Association Secretary and the Treasurer.

5 Members of the Association wishing to stand for election to the Committee must submit their candidature to the President of the Association at least 8 days prior to the scheduled date of the General Assembly by any appropriate means.

6 President(s) of Honor, as elected by the Members of the Association, automatically become legal members of the Committee that manages the Association as provided for in this Article.

Article 9 : Meeting of the Committee
The Committee meets when called by the President at least twice a year; the meetings are chaired by the President of the Association.

The Committee can only proceed if at least three of its members are present. Minutes of the meetings of the Committee are kept, these are dated and signed by the President and the General Secretary.

Members cannot be represented during meetings of the Committee.

Article 10 : Powers of the Committee
The Committee prepares all documents required for the meetings, the decisions of which it implements. It suggests the principal directions for policy and activities, and as appropriate, the means of financing them.

The Committee has full powers to administer the Association, with the exception of those rights reserved to the General Assembly under Article 15.

Each member of the Committee formally agrees on election to accept responsibility for a specific activity as decided by the Committee, in addition to his/her attendance at meetings.

Article 11 : Powers of the President
The President is responsible for the management of the Association. Among other tasks, he/she represents the Association for all corporate actions, and notably with regard to judicial bodies; he/she has full powers for this purpose.

He/she is empowered to go to law in the name of the Association, both as a plaintiff and defendant.

He/she calls General Assembly and the meetings of the Committee.

If the President is absent or ill, he/she is replaced by a Vice-President or any other member of the Committee specifically appointed by it.

Article 12 : Powers of the Association Secretary
The Association Secretary draws up the Minutes of meeting of the Association, prepares and sends invitations and keeps the records.

Article 13 : Powers of the Treasurer
The Treasurer supervises the collection of fees, receives all sums and grants discharge; he/she records all expenditure authorised by the executive, keeps the ledgers, retains all supporting documentation and submits reports to the Committee; he/she makes all deposits and withdrawals to and from the bank account(s) opened in the name of the Association: he/she draws up the balance sheet and the profit and loss accounts at the end of the fiscal year which he/she submits to the Committee; he/she draws up financial reports for the General Meetings.

Article 14 : Ordinary General Assembly – Organisation
1 MEMBERS
An Ordinary General Assembly is open to all members of the Association, whatever their membership status.

Statutory members have the right to vote, Associate members have only a consultative role.

2 MEETINGS
The General Assembly is held each year before 30 June to approve the activity and the accounts of the previous year.

The members of the Association are convened by the President at least twenty days before the defined date.

The President, assisted by the Vice-President(s), chairs the General Assembly.

3 QUORUM
In order to proceed legitimately, for Ordinary General Meetings at least half of the Statutory members of the Association must be present. If this quorum is not reached, the session is closed and rescheduled two weeks later; new invitations are issued and at this second session the meeting can proceed regardless of the number of members present. Decisions need to be approved by a simple majority of voters with voting rights.

4 AGENDA
The Agenda is included with the invitations.
All members accepted at the General Assembly have the right to add any issue of interest to the Agenda provided this has been submitted at least two days prior to the meeting.

Article 15 : Powers of the Ordinary General Assembly
The President submits a full report on :

. the activities of the Association, and gives a full list of the work accomplished, since the previous General Assembly ;

. the policy that the Committee intends to implement during the current year ;

. the financial resources needed to implement the policy and eventually the modification of the membership fee ;

. new membership applications and list of leaving members.

The General Assembly rules by way of a vote - by absolute majority of all members with voting rights in the first round, and by relative majority in the second round - on each of the topics in the President’s report.

The General Assembly has the widest possible powers of discussion as regards the various items on the President’s report. Namely, it can request any further information or clarifications it deems necessary.

If necessary, and once all the items on the Agenda have been covered, there is a vote to elect members of the Committee. This election is carried out by secret ballot by absolute majority of all members with voting rights and is based on the applications received by the President in writing at least ten days prior to the General Assembly.

Article 16 : Extraordinary General Assembly
As decided by the Committee, or at the request of one-half plus one of the members of the Association with voting rights, the President can convene an Extraordinary General Assembly, following the procedures as defined in Articles 14 and 15.

This type of Assembly is called notably to consider any proposed changes to the Articles of Association.

Article 17 : Internal Regulations
The Committee draws up the Internal Regulations which must be approved by an Ordinary General Assembly.

These regulations define various matters not covered by the Articles of Association, like those relating to the organisation and internal administration of the Association.

Article 18 : Winding up
In the event of the winding up voted for by at least two thirds of the members with voting rights or represented at the General Assembly, one or more administrators are appointed by the Assembly, and the assets, if any, are distributed in accordance with Article 9 of the Law of 01 July 1901 and the Decree of 16 August 1901.

Article 19: Ethics Committee
Through its referrals and decisions, the Ethics Committee, created for this purpose, ensures that the members of the Association, as such, respect the code of ethics and professional conduct.

The President in office and the President(s) of Honor are ex-officio members of the Ethics Committee.

Two additional members of the Ethics Committee are chosen by the President from the Association’s Statutory members and Member of honors.

The length of their term is set at three years, as is the Committee’s.

Meetings of the Ethics Committee are convened by the President when he/she deems it necessary or when the Committee is directly called on by one the members of the Association.

In this event, the Committee must convene a meeting within two months after the request and has a 1 month deadline after said meeting to submit a reply.

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