Last revision SEPTEMBER 1989
Approved by Government on
GILDO PASTOR
CENTER 7 RUE DU GABIAN – MC 98000
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FORMATION – DENOMINATION – OBJECT – REGISTERED OFFICE
– DURATION
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.
REGISTERED OFFICE
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.
MEMBERSHIP
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.
GENERAL MEETING
PROCEEDINGS
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.
THE PRESIDENT
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.
THE BOARD
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 COMMITTEES
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.
EXPENSES
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.