MINISTRY OF STATE
DEPARTMENT OF INTERNAL AFFAIRS
PRINCIPALITY OF MONACO
I – NAME – PURPOSE – DURATION – REGISTERED OFFICE
Pursuant to statute no. 1072 of June 27, 1984, shall be hereby constituted, for an indeterminate duration, an association called “FINANCE INTERNET DOMAIN ASSOCIATION” governed by the general principles of law applicable to contracts and obligations and by the provisions of these Articles.
The purpose of this Association shall be to promote the interests of the international financial community by supporting and regulating the activities of the “FINANCE” Internet Domain as allocated by the “Internet Corporation for Assigned Names and Numbers” (ICANN), such domain being dedicated to the members of the financial community.
The association’s Registered Office shall be located at:
II – CONDITIONS FOR MEMBERSHIP, RESIGNATION OR EXCLUSION
The Association shall be made up of:
Founding Members: Association monégasque des banques
All natural or legal persons having registered their domain name with the “FINANCE” Register shall automatically become active members of the Association, on condition they renew their registration, pursue their activity and not be excluded from the Association.
Members are not required to pay fees. A participation in the domain name registration costs paid to the companies, acting as registrar, shall be paid to the Association. This sum covers the Association’s administrative costs.
Honorary Members are appointed by the Board of Directors. This title shall be granted to personalities having rendered services to the Association or whose sponsorship could be useful to its prosperity.
The capacity of Benefactor Member shall be reserved for persons interested in the Association and wishing to help in its development through a personal contribution.
Membership applications must be addressed to either the Chairman or the Secretary General of the Association along with registration of the domain name. They include acceptance of these Articles.
Membership is declared by the Board to the Annual General Meeting.
Membership in the Association can be lost:
by resignation in writing;
2. by exclusion pronounced by the Board for non-renewal of the domain name, non-respect of these Articles or serious grounds, and after an injunction remained vain. The member concerned may be requested to provide an explanation beforehand.
This decision may be appealed before the General Meeting.
The Association is administered by a Board of Directors invested with the broadest administrative powers and made up of 2 members minimum and 11 members maximum, who are of age and in possession of their civil rights.
Considering the Association’s international nature, notwithstanding Article 3-5° of statute #1072 of 27 June 1984, the Chairman and the majority of Board members may reside outside the Principality.
Considering the Association’s purpose, the Board is specifically conferred the power to establish the regulations applicable to trading companies acting as FINANCE registrar, as well as natural or legal persons filing a domain name registration application.
These regulations may be subject to modifications voted by the General Meeting.
Board members are elected by the General Meeting for a one-year term by poll, by absolute majority in the first round and relative majority in the second round.
In case of an equal number of votes, the most senior member is elected, and, if they are of equal seniority, the eldest.
Notwithstanding the first paragraph, the first Board shall be appointed by the Founding Members for a two-year term.
At the end of the two years after foundation of the Association, the Board shall be renewed by half, the outgoing members remaining eligible again.
The Secretary General is appointed. He/She shall be a Board member by right.
In the event of a vacancy on the Board, the Board shall fill it temporarily. The position shall be filled at the next General Meeting.
The Board chooses an executive committee from its members, made up of:
a) a Chairman with the mission of:
· representing the Association in its normal course of business;
· budgeting expenses;
· performing the Board’s decisions;
· chairing the Board and the General Meeting with a casting vote.
Vice-Chairman who shall be fully competent for replacing the Chairman in case
c) a Secretary General in charge of all administrative tasks (drawing up reports, correspondence, notifications, etc.)
I. He/She also draws up of certificates of payment, that must be countersigned by the Chairman, collects funds, issue receipts.
II. He/She must draw up a yearly financial report of the accounts for the previous fiscal year.
III. For the purpose of transparency and clarity, the minutes of Board meetings, the balance sheets, the list of Founding Members, active, honorary or benefactor members, will be published on the Association's Internet site.
The Board may delegate the powers they deem appropriate to one or more Board members or to one or more of the Association’s employees by special proxy in writing for one of more specific objectives.
The Chairman convenes the Board, as often as the Association’s interests demand. The Board may meet in the Principality or abroad. The members may be present or represented, and may participate in any way approved by the Board (telephone, e-mail, videoconferencing, etc.)
The Chairman must convene a Board meeting on request by one quarter of the members.
For the proceedings to be valid, the presence of at least half the members shall be necessary.
Decisions are made by the majority of the members present.
The Members who are not personally present can be represented at the meeting of the Board by a member present who, for this purpose, must have a special proxy in writing.
The General Meeting regularly constituted represents the Association’s Supreme Power. The General Meeting comprises all the active members.
It must meet at least once a year, called by the Chairman of the Board who shall, moreover, be required to convene a meeting on request of the Board or of 1/3 of the Association’s members.
The Chairman must notify the members of the Association at least one month before the date of the General Meeting. The agenda shall be drawn up by the Board. Proposals and requests to speak, addressed by post to the Chairman at least one week before the General Meeting convenes, are automatically inserted in the General Meeting agenda.
The General Meeting shall be chaired by the Chairman of the Board.
For the election of Board members, the General Meeting shall be chaired by the eldest member present assisted by two persons supervising the poll chosen by the Board.
The General Meeting chooses its executive committee that may be that of the Board.
To deliberate validly, the General Meeting must be made up of at least half the Association’s members.
If this condition shall be not fulfilled, the General Meeting is adjourned and at the adjourned meeting the decisions are valid, whatever the number of members present; they may, however, bear only on the points on the agenda of the previous meeting.
The General Meeting can meet in the Principality or abroad.
The General Meeting:
if need be, elects the Association’s Board members;
hears the reports on the Board’s management and the
Association’s financial situation and activities;
approves the accounts for the previous fiscal year and votes for the coming year’s budget;
proceeds, if need by, with the allocation of surplus revenue. Under no circumstances may this surplus be distributed among the Association’s members.
c) shall be informed of all matters concerning the operation of the Association. To this end, the Board may at any time question the Association’s members using any means (mail, e-mail, telephone, videoconferencing) to obtain approval of all the measures decided by the Board, outside the General Meeting.
To this end, the General Meeting deliberates and its decisions on all points listed on the agenda final.
In the event one of its members were to submit a matter not on the agenda, it may agree to an immediate debate, if it shall be urgent, or request a report from the Board.
The decisions of the General Meeting are made by the majority of the votes of the members participating in the Meeting.
In the events of an equal number of votes, the Chairman shall have a casting vote.
Voting shall be by a show of hands, unless a poll shall be requested by 4 members of the Meeting or by the Board. The Board may authorize participation and voting of active members in the Meeting by all means (e-mail, telephone, videoconferencing, etc.)
Pursuant to Article 12 of Statute #1072 of June 27, 1984, the Chairman must, within one month, declare to the Secretariat General of the State Ministry, which shall issue a receipt:
any change in address of the Registered Office;
any change in the make-up of the Board as well as in
the functions of its members;
any acquisition or alienation of premises and
any decision by the General Meeting modifying these
e) any decision by the General Meeting for voluntary dissolution of the Association.
Pursuant to article 13 of statute
#1072 of 27 June 1984, the Board must publish in the Journal de Monaco a notice avis mentioning:
1. the name, purpose and address of the Registered Office;
2. any changes affecting these references;
3. the decision including dissolution of the Association.
Publication must ensue, within the following month, either of the Ministerial Decree of authorization, or of the pronouncement of dissolution.
Pursuant to Article 14 of statute #1072 of 27 June 1984, the Board must keep a register in which are recorded the deliberations of the organs of the Association and listed the receipts and administrative authorizations.
This register must be produced at the requisition of the administrative or legal authorities.
These Articles may be changed on proposal by the Board or by 1/3 of the members of the General Meeting.
In either case, proposals for change must be listed in the agenda for the next General Meeting, which must be sent to all the members of the Association with notification.
The General Meeting shall meet in the conditions provided for in Article 15 of the Bylaws.
These Articles can be modified only by a majority of 2/3 of the members present or participating in the vote.
VII – DISSOLUTION – LIQUIDATION – DEVOLUTION OF ASSETS
Voluntary dissolution may occur after the decision to do so has been made by the General Meeting. Such a decision may be made in particular when it has no more purpose.
The General Meeting asked to decide on the dissolution of the Association shall be specially convened for that reason. It must include at least half plus one of the current members.
Dissolution may be voted only by a majority of 2/3 of the members present.
In the event of dissolution of the Association, the General Meeting of members appoints one or more persons in charge of proceeding with liquidation of property. Otherwise, the Tribunal de Première Instance shall appoint, at the Public Ministry or any interested party’s behest, an administrative receiver.
The net assets must be allotted to a group in the Principality with a similar purpose.
All cases not provided for in these Articles are the responsibility of the Board entrusted with drawing up the bylaws, approved and modified by the Association’s General Meeting.
Drawn up in
In ___ original copies
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