MEMORANDUM AND ARTICLES OF ASSOCIATION

HEADING 1 - NAME – REGISTERED OFFICE

Article 1:
The association shall be called: “EUROPEAN PET NETWORK”, abbreviated to EUROPETNET

Article 2:
Its registered office is established in 4620 Fléron. It may be transferred to any other place in this town by way of a decision by the General Meeting. It is currently established at 4620 Fléron, Avenue des Martyrs, 173, administrative district of Liège. Any change in the registered office should be published in the Belgian Monitor during the same month as the date when it takes place.

HEADING II - OBJECT

Article 3:
The association shall be politically and philosophically neutral.
The object of the association shall be:

• to promote and organise and identify animals in Europe
• to create, develop and organise a PAN-European communications system between databases, to identify animals and to participate in any activity which is likely to achieve this objective.
• to collaborate with similar bodies or associations in Europe and throughout the world within the framework of its object.

It may carry out any activities which directly or indirectly relate to its object.
In particular, it may lend its support and become involved in any activity that is similar to its object. 

HEADING III - ASSOCIATES 

Section 1 - Admission

Article 4:
The number of members of the association shall not be limited.
The minimum shall be 3.
The first members shall be the undersigned founders.

Article 5:
Any association or person who is pursuing a similar goal or one which is connected to that of the association or which might improve the necessary means of carrying out the activities for pursuing this objective may become a member.
Persons who want to help the association to achieve its goal may, if they fulfill the conditions defined in the association’s regulations, which have been adopted by the constituent General Meeting, put themselves forward as a candidate in writing to the board of directors, which shall then pass this on to the General Meeting.
Admissions of new members shall be decided upon by the General Meeting by a two-thirds’ majority. They would be called "A" members .

In addition the General Meeting could by two-thirds majority admit other members called "B" members. These associations would be those who for practical reasons (e.g. small country or organisation) did not comply with the minimum conditions determined by the Set of Rules but whose activities corresponded to the object of the association.

• Such members would not pay any membership fee
• They would submit their data like all other members
• They would be convened to the General Meeting
• They would not be entitled to summon a General Meeting
• They would have no voting rights
• Their advisory capacity is not compulsory
• They would have no powers with regard to the appointment of members of the Board of Directors
• They could not be members of the Board of Directors
• Their position as "B" members would be reviewed every year
• They would have to make every effort to become "A" members.

The General Meeting could also by two-thirds majority admit associations whose object was similar to the object of the association but whose activities did not comply with the philosophy of the Association (e.g. profit-making databases); these would be called "C" members.

• Such members pay a membership fee
• They would meet the conditions of the Set of Rules
• They would submit their data like all other members
• They would be convened to the General Meeting
• They would not be entitled to summon a General Meeting
• They would have no voting rights
• They would have no right to examine the accounts
• Their advisory capacity is not compulsory
• They would have no powers with regard to the appointment of members of the Board of Directors
• They could not be members of the Board of Directors.

Section 2 - Resignation, Exclusion, Suspension

Article 6:
Any member shall be free to withdraw from the association by submitting his resignation to the board of directors.
The exclusion of a member may be decided by the General Meeting by way of a majority of two-thirds of the votes if this member loses the necessary qualifications for membership as provided by article 5 or through any action or attitude which may be detrimental to the association’s object.
Any member who does not pay the contributions which are being requested from him within the fixed time-limit shall be deemed to be resigning.

Article 7:
In the event of the resignation, exclusion or suspension of a member, the admission fees as well as the contributions received shall remain with the association.
The resigning, suspended or excluded member, as well as the heirs or beneficiaries of a deceased member, shall not be entitled to the company’s funds.
They may neither claim nor request a financial statement or a rendering of the accounts, or any appendices or an inventory.

HEADING IV - CONTRIBUTIONS

Article 8:
The admission fees may not be more than 1.000 Euros.
The annual contributions may not be more than 5.000 Euros.
The admission fees and the annual contributions shall be established by the ordinary General Meeting which shall approve the financial statement and the budget.

HEADING V - GENERAL MEETING

Article 9:
The General Meeting shall consist of all the members who have fulfilled their obligations with regard to the association.

Article 10:
The General Meeting shall be the sovereign power.
The association shall possess powers which are expressly recognised as being its powers by the law or by the present articles and memorandum of association.
In particular, the following shall be reserved for its competence:

1. amendments to the company’s articles and memorandum of association
2. the appointment and dismissal of the directors
3. the approval of budgets and financial statements
4. the voluntary dissolution of the association
5. the admission of associates
6. the exclusion of associates
7. the re-establishment of the association’s regulations
8. discharge granted to administrators and commissioners
9. all cases where the statutes so require

Article 11:
At least one General Meeting should be held each year. 
The association may call an extraordinary General Meeting at any time by way of a decision by the board of directors or at the request of at least a fifth of its members.

Article 12:
The General Meeting shall be convened by the board of directors by way of a registered letter or any other equivalent means at least one month prior to the meeting.
The agenda shall be mentioned on the notice of the meeting.

Article 13:
Each member shall have the right to attend the meeting. He may be represented by a proxy. Each member may only be the holder of one proxy.
All the members shall have the right to an equal vote, whereby each one shall have one vote .

Article 14:
A meeting should be called by the board of directors where a fifth of the members have requested this. Similarly, any proposal signed by a twentieth of the members should be entered on the agenda.

Article 15:
The General Meeting shall be presided over by the Chairman of the board of directors.

Article 16:
The resolutions shall be passed by way of a simple majority of the votes presented or represented, apart from in cases where it is decided otherwise by the law or by the present articles and memorandum of association.
In the case of a tie vote, that of the Chairman or of the director who is replacing him shall be the casting vote .

Article 17:
The members may receive a copy of all of the minutes of the meetings of the ordinary or extraordinary General Meeting.
Third parties may request extracts concerning the points which concern them. The motion should be proposed in writing to the board of directors. The costs which result from this shall be exclusively borne by those who are proposing the motion.
Any amendment to the articles and memorandum of association should be published in the Belgian Monitor .

HEADING VI - ADMINISTRATION

Section 1 - Administration

Article 18:
The association shall be administered by a board consisting of at least 4 members, which has been appointed from among the members by the General Meeting for a term of five years, and may be dismissed by it at any time.
The mandate shall be gratuitous.
However, the General Meeting will be able to grant the directors fixed or variable remuneration.
It is absolutely necessary for the directors to be natural persons .

Article 19:
The directors may be re-elected.
In the event of a vacancy during the course of a mandate, a temporary director may be appointed by the board of directors.
In this case, he shall complete the mandate of the director whom he is replacing until the next General Meeting .

Article 20:
The board shall appoint the Chairman, the Vice-Chairman, the secretary and the treasurer from among its members.
In the event of the Chairman being unable to fulfill his duties, these shall be assumed by the Vice-Chairman or by the oldest director present .

Article 21:
The board shall meet upon being called to a meeting by the Chairman and/or the secretary. It may only decide if the majority of its members are present. These decisions shall be taken by way of a simple majority of the votes.
In the event of the votes being equal, the Chairman’s vote or that of his replacement shall be the casting vote.
The chairman may delegate his powers to one of the members at the meeting or even to a third party with its consent, for which he shall be liable .

Article 22:
The board of directors shall have the most extensive powers to administer and manage the association.
Only actions reserved by the law or by the present articles and memorandum of association shall be excluded from the competence of the General Meeting. The association shall be legitimately bound by the joint signature of three directors .

Article 23:
The board of directors shall manage the association’s affairs and shall represent it in all its actions in civilian life and in its relationships with the authorities and third parties.

Section 2 - Management

Article 24:
The expenses and commitments undertaken and/or incurred by the board of directors may never exceed the total amount of the sums possessed in cash by the association, except with the unanimous consent of the members of the association.
The board of directors shall not be entitled to commit the association to any credit with a third party nor to discount, pledge, mortgage one of its assets in any manner whatsoever, except with the unanimous consent of the members of the association .

Article 25:
The association’s financial year shall commence on 1 January and shall end on 31 December.
Exceptionally, the first financial year shall commence on the date of approval of the articles and memorandum of association by the constituent meeting so that it ends on 31 December of this year .

Article 26:
The status of the association’s receipts and expenses should be checked by three auditors who have been appointed for this task by the General Meeting for a duration of three years.
The members of the board of directors shall not be eligible for this post.
The outgoing auditors may be re-elected .

HEADING VII - VARIOUS PROVISIONS

Article 27:
The present articles and memorandum of association may be amended.

Article 28:
Dissolution:
The General Meeting may dissolve the association if at least three quarters of its members are present. The dissolution shall only be accepted if it is voted on by three-quarters of the members present.
After any possible liabilities have been discharged, its capital shall be allocated according to the law’s wishes.

Article 29:
All situations not covered by these statutes shall be resolved in compliance with the law in force on Non-Profit Making Associations.