Last revision SEPTEMBER 1989
Approved by Government on
FORMATION – DENOMINATION
A professional organization is formed between the legal entities adhering to these articles of association and those who may adhere thereto in the future, all referred to as members. It is governed by law no. 403 of 28th November 1944 and Sovereign Order no. 2951 of 29th December 1944, as well as by the legal provisions and regulations on credit institutions.
This organization is called Association Monégasque des Banques. It is hereinafter referred to either by its name or by the abbreviation thereof: AMB.
The object of the Association Monégasque des Banques is:
1. to be the professional organization representing registered banking institutions in Monaco;
2. to create and maintain regular relations between the members, with a view to favoring the smooth running of banking in Monaco;
3. to represent the members, especially before the Public Authorities, Trade Organizations and Labor Unions or any Monegasque or International Organizations;
4. to study and defend the members’ rights, as well as their financial and moral interests;
5. to further the development of the Monegasque Financial Center;
6. to study any matter concerning the activities of the banks in Monaco and to work towards agreements on such matters;
7. to undertake any action with a view to enhancing the image of the banks in Monaco;
8. to take part in the running of the institutions for whom it is asked to put forward or appoint representatives;
9. to amicably intervene in the disputes which may occur between members;
10. to intervene in any legal proceedings in which a bank in Monaco is implicated and when it deems that the profession’s general interests are at stake.
The registered office of the Association
Monégasque des Banques is fixed at
7 rue du Gabian in Monaco.
It may be transferred to any other place in the Principality upon a decision of the General Meeting.
The AMB has two types of members:
Þ “Full” members: credit institutions registered as banks, doing business in Monaco
Þ “Corresponding” members: representative offices for banks, credit institutions other than banks, securities houses or some legal entities closely connected to credit institutions.
“Full” members fall within the sphere of application of the Monegasque Labor Agreement for Banks.
“Corresponding” members do not.
Each member declares that he has read the articles of association and undertakes to respect them and to conform to the AMB’s regulations and decisions.
Membership is terminated in the case of revocation of approval, expulsion, resignation or discontinuance of business.
THE GOVERNING BODIES
The governing bodies of the Association Monégasque des Banques are:
* The General Meeting
* The Board
The association is run by a President.
GENERAL MEETING – GENERAL PROVISIONS
The General Meeting is composed of all the full members represented by a person holding the position of President, Vice-President, Managing Director, General Manager, Assistant General Manager, Manager or General Secretary.
Properly formed, the General Meeting represents all the full members.
The full members elect the President and, on his proposal, the Board members approve the accounts and, in general, deliberate on the issues which are put on the agenda.
On the Board’s proposal, the Meeting orders the admissions and expulsions of the full and corresponding AMB members, fixes the amount of the membership fee and assigns the Board the task of determining the terms and conditions of the request for the said subscription.
No important proposal can be submitted to the Meeting if it has not been communicated to the Board one month in advance and approved by it.
A Meeting is held whenever necessary and at least once a year, upon the President’s notice, sent with the agenda to each member, fifteen days before the date of the meeting.
Furthermore, a Meeting must be convened when a quarter of the members, proposing their chosen agenda, make such a request.
The proceedings of the Meeting, when first convened, are only valid if the number of votes held by the members who are present or represented is equivalent to at least three-quarters of the total number of votes determined by application of Article 8.
If there is not a quorum, the Meeting may be convened again on a date which is at least seven days from the date originally fixed and its proceedings are valid if it is composed of at least one quarter of the total number of votes determined by application of article 8.
The proceedings of the General Meeting are recorded in a minute book and must be signed and initialed by the President and Secretary. Extracts of the minutes are certified true by the President and Secretary.
The Board may hold Extraordinary General Meetings whenever it deems it necessary.
When one tenth of the full AMB members send a request to the Board for an Extraordinary General Meeting, it should be convened within one month of the request having been made.
The signatories of this request should state their reasons for the meeting as well as the proposed agenda.
The Extraordinary Meeting can only deliberate validly if it is composed of at least one quarter of the full AMB members.
The Extraordinary Meeting can only deliberate on the matters which are on the agenda and which have been communicated to the interested parties.
Under penalty of being declared null and void, any Meeting whose purpose is to propose an amendment of the articles of association, affiliation to a Monegasque Federation or withdrawal from this affiliation, increase in union dues or the execution of legal deeds likely to modify the running of the union, must be composed of at least three-quarters of the union members.
In the cases provided for in the previous paragraph, a special report must be presented by the Board.
The Annual Meeting and the Extraordinary Meetings are supreme; only an Ordinary Meeting can modify or quash the decisions of a previous Ordinary Meeting.
Only full members may attend the Meeting and are entitled to one vote.
One single person, provided that he has valid powers of attorney, can represent a maximum of two other members in the Meeting. He then has a number of votes equal to the total number of votes belonging to the members he represents.
Decisions are taken by an absolute majority of the votes recorded. The secret ballot is automatic if it is requested by a member.
Each year, the AMB elects, from amongst its members, its President who is re-eligible.
The President convenes and chairs the Board meetings and the General Meetings. He supervises the AMB’s work, in accordance with the articles of association and regulations, and plays an important role in its civil and professional life. Authorized by the Board, he can institute any legal proceedings. He can defend the Association without authorization.
He ensures that the decisions of the General Meeting are carried out.
He maintains the necessary contact with the authorities or trade organizations.
He has the right to delegate his powers to any of the Vice-Presidents.
Any Board member may replace the President in his absence.
On the President’s proposal, the AMB elects the Board members from amongst its members, and assigns them the task of assisting the President in the execution of his duties.
The Board members are elected for one year and are re-eligible.
The Board is composed of:
· a President,
· a Vice-President in charge of banking regulations,
· a Vice-President in charge of labor issues,
· a Vice-President Treasurer,
· a Secretary,
· possibly one or more Advisors.
Representation is not allowed in the Board meetings.
Subject to the powers of the Meeting, and on the President’s proposal, the Board deliberates and takes any decision, advice and recommendation on the members’ behalf.
Board decisions are taken by a majority of the members present; in the event of a tie, the President has the casting vote.
Each member present has one vote.
The majority of the Board members should be Monegasque or French.
THE VICE-PRESIDENT TREASURER
The Vice-President Treasurer draws up the budget and presents a report to the Meeting on the financial management for the financial year.
He is in charge of the collections and payments decided by the Meeting according to the terms and conditions specified by the Board. He also ensures the regularity of the receipts and expenses and monitors the stocks, securities and cash.
The President forms standing Committees within the AMB who can call on outside members.
The Committees are in charge of studying the matters which have to be submitted to the deliberation of the Board.
The revenue of the Association Monégasque des Banques is composed of:
1. fees collected from the members, the amount of which is fixed each year by the Meeting;
2. contributions, fixed by the Board within the framework of the decisions taken by the Meeting, for extraordinary expenses.
3. interest and return on its investments and securities;
4. any assistance, donation or extraordinary revenue that it may be accorded.
The Association’s annual expenses are shown in a budget, fixed by the Board and submitted to the Meeting.
During the year, extraordinary expenses may be authorized by the Board subject to the Meeting’s ratification.
Should the AMB be wound up, for any reason whatsoever, only the General Meeting has the authority to decide how its assets should be devolved. Under no circumstances can these assets be distributed between the members.
The Association Monégasque des Banques retains the same legal entity and the same members as the Groupement Syndical des Banques de Monaco (Monegasque Bankers Union) and takes on all its obligations.
AMENDMENT OF THE ARTICLES OF ASSOCIATION
Under the conditions provided for in Article 7, the General Meeting of the AMB may proceed to amend these articles of association, subject to Government approval.