INTERNATIONAL ACCOUNTING & AUDIT NETWORK I2AN Disclosed association governed by the Act of 1 July 1901 Registered office: Paris (16 th district) 35 avenue Victor Hugo ARTICLES OF ASSOCIATION TITLE I LEGAL FORM, PURPOSE, NAME, REGISTERED OFFICE, TERM Article 1 Legal form There is formed, among the undersigned and any and all natural or legal persons adhering to these articles of association, an association subject to a mere disclosure obligation, that shall be governed by the Act of 1 July 1901, by any and all subsequent provisions and by these articles of association. Article 2 Purpose The Association shall serve the following purposes: - development of an international network of independent consulting, audit and chartered accounting firms; - development of an extended range of consulting and audit services; - development of a unified image of the network, through the creation of a presentation common to the network under the name INTERNATIONAL ACCOUNTING & AUDIT NETWORK I2AN and through the creation of a joint graphical charter; - development of common communication tools; - identification of new members in those countries in which the network is not represented; - cooperation among the members, in particular in order to allow for a partnership as regards the research and management of files in compliance with ethical rules;
- development of joint professional practices, in order to produce consistent and highquality work; - training of the staff of the network s members and implementation of the network s methods, in particular through the pooling of the knowledge acquired in respect of professional software; - exchange of staff members among companies affiliated with the network; - development of a common site accessible from the site of each member of the network. Article 3 Name The association s name is as follows: INTERNATIONAL ACCOUNTING & AUDIT NETWORK I2AN Article 4 Registered office The association s registered office shall be located at: PARIS (16 th district) 35 avenue Victor Hugo The registered office may be transferred to any other place in the same township by a mere decision of the Board of Directors and to any other location by a decision of the Extraordinary General Meeting. Article 5 Term The association is formed for a term of ninety-nine (99) years. Article 6 Operational methods The association s operational methods shall be as follows: organization of work meetings among members of the association, conferences, lectures or events focused on any matter related to auditing, consulting and chartered accounting; drafting of work methods and professional practices intended for members of the association; attendance and representation of the association at international trade shows. The network s resources shall be deployed during work meetings of the members of the association.
The said meetings shall be attended by all members of the association and by all employees (non-partners) that each member firm shall choose to appoint as participants in the said meetings. Meetings shall be held at least twice a year and whenever necessary at the request of the association s board of directors or its chairman. The meetings shall be held by any and all means: standard meeting, videoconference, telephone, etc. During the said meetings, the members shall prepare common work methods and strategies required for the network s operation and development. Decisions are made unanimously. TITLE II MEMBERS OF THE ASSOCIATION Article 7 - Members The association is comprised of: 1) The founding members listed in the recitals of these articles of association, i.e. CABINET DENJEAN and Mr. DENJEAN. 2) Active members contributing their competence and work in order to further the completion of the association s purposes. In order to be approved as an active member, a company must satisfy the following conditions: - be engaged exclusively in the profession as chartered accountant or carry out the functions of a chartered accountant and auditor within a company; - not participate in any other international professional network of any nature whatsoever, it being understood that affiliation with a local network shall remain permitted; - have fewer than one hundred employees and include at least one partner originating from a major international audit network; - never have been subject to any temporary prohibition to conduct the profession. Affiliation with the association as an active member is subject to approval by the Board of Directors, which, in case of refusal, is not required to give any reasons in support of its decision. Furthermore, Mr. Thierry DENJEAN, founder, shall have a veto right in respect of any affiliation request. Any affiliation request shall be made in writing by the applicant. Each founding member or active member agrees to make available, at all times, to the association, its knowledge or activity (i) to comply with these articles of association that
shall be communicated to such member upon its entry into the association; and (ii) to participate in the completion of the association s purpose. More specifically, each member agrees to act in agreement with the network s professional practice and the professional practices in force in the country in which the member conducts its operations. Also, each member shall: - participate in the work of the association; - support the association s research and development efforts; - protect the association s reputation; - participate in the promotion of the association, in particular by properly informing its clients of the network s existence through the communication of the association s brochures; - cooperate with all members of the association, in particular through participation in the training of the staff of member firms and through the supply of any useful information; - refrain from any involvement in any network whatsoever likely to compete with the INTERNATIONAL ACCOUNTING & AUDIT NETWORK I2AN; - use the INTERNATIONAL ACCOUNTING & AUDIT NETWORK I2AN name and logo, in connection with its international relationships, during the entire term of its belonging to the network, and refrain from any subsequent use thereof in the event of withdrawal or expulsion from the network. Each founder or active member shall pay an annual contribution whose amount shall be determined by the Ordinary General Meeting following a recommendation made by the Board of Directors. Each member of the association shall remain financially independent. Each member shall remain free to manage its operations according to the nature of its customer base and the country in which its operations are conducted.
Each member agrees not to interfere in the management of any other member of the association. Each member of the association shall remain responsible for all of its professional actions and may not be held liable, whether directly or indirectly, for the actions or obligations of any other member of the association. Article 8 - Sanctions In case of any conduct likely to harm the association or in the event of any non-payment of dues, the member concerned may receive a reminder sent by registered mail and may be heard by the Board of Directors which may apply any of the sanctions below to the said member: 1/ Warning, 2/ Temporary or final expulsion from the association. These sanctions may not be appealed, subject to the provisions of Article 9. Article 9 - Termination of membership The following members shall cease being members provided that their departure shall not terminate the association: 1) Those members which have resigned by registered mail return receipt requested sent to the Chairman and which have paid the dues for the current year and the last year. 2) Those members which have been expelled by the Board of Directors because of violations of these articles of association or on serious grounds, fifteen days after receiving a formal notice, by registered mail return receipt requested, seeking explanations, whether written or oral. Notice of the decision shall be given to the expelled member by registered mail return receipt requested within eight days from the date of the decision. The expelled member may, within fifteen days from the date of the relevant notice, request, by registered mail return receipt requested, the organization of a general meeting of members, within one month from the said notice, in order to decide on the said expulsion. Mr. Thierry DENJEAN, founding member, shall have a veto right in respect of any expulsion decision.
3) Deceased members or members subject to a court-ordered or voluntary liquidation, without prejudice to the payment by their heirs or successors of any amounts accrued in respect of the dues on the date of death, including the dues for the current year. Article 10 - Liability No member of the association, regardless of its capacity, is personally liable for the undertakings assumed by the association. Such undertakings shall be secured solely by the association s resources. TITLE III ADMINISTRATION Article 11 - Board of Directors The association is administered by a Board of Directors comprised of 2 to 10 members appointed by the Ordinary General Meeting. Cabinet Denjean is a member of right of the Board of Directors. The directors term of office shall be three years. Any director may be re-elected. Article 12 Board of Director s right to appoint additional directors If the Board of Directors is comprised of fewer than four members, the Board of Directors may, if it sees fit, provisionally appoint one or more additional directors in the interest of the association until the Board of Directors has four members. Upon the next Ordinary General Meeting, such appointments shall be subject to ratification by the Ordinary General Meeting. The director appointed in order to replace another director shall remain in office only for the residual term of his predecessor. Failing ratification, the deliberations and actions made by the Board of Directors since the said provisional appointment shall nevertheless remain valid. Article 13 - Bureau of the Board The Board appoints, for a term of three years, from among its members, a bureau comprised of: a Chairman, a Treasurer and, where applicable, upon a decision made by the Board of Directors, a Deputy Treasurer,
a Secretary and, where applicable, upon a decision made by the Board of Directors, a Deputy Secretary, who may be re-elected without any limitation. The offices of member of the Board of Directors and member of the bureau shall not be compensated. However, each member of the Board of Directors may seek the reimbursement, upon submission of supporting documentation, of entertainment and travel expenses incurred by him or her on behalf of the Association. Article 14 Meetings and deliberations of the Board 1/ The Board of Directors shall meet after being convened by its Chairman or by at least two of its members whenever the association s interests so require, whether at the registered office or at any other place, at least once every six months. The agenda is prepared by the Chairman or by the directors giving the notice. The agenda must be received by each director before the Board meeting s scheduled date. If at least two thirds of the directors attend the meeting, the Board is entitled to set the agenda only at the time of the meeting. 2/ Any member of the Board may give, by letter or by cable, a power of attorney to any of his or her colleagues in order to represent him or her at a meeting of the Board. However, each director may represent only one of his or her colleagues. No resolution shall be valid unless at least one third of the members of the Board are present or represented. If no other majority requirement is provided for in these articles of association, deliberations shall be approved by a majority of the votes of members present or represented, each director having a vote. In the event of a tie, the Chairman shall have a casting vote. 3/ The Board s deliberations are memorialized in minutes, recorded in a special register and signed by the Chairman and the Secretary. Article 15 Powers of the Board The Board of Directors shall have the broadest powers to act on behalf of the association and transact or authorize any business or action that the association is authorised to carry out and that are not reserved for the General Meeting of members. The Board of Directors may in particular execute any contract included in the Association s purpose, represent the Association in court, whether as a defendant or as a plaintiff, and decide on the admission or expulsion of members, save for the decisions reserved for the general meeting in accordance with Article 9, 2.
Article 16 Powers of the members of the Bureau The members of the Board s bureau shall have the following powers: The Chairman shall be responsible for implementing the Board s decisions and ensuring the proper functioning of the Association that he shall represent in court and in all civil matters. The Vice-Chairman or Vice-Chairmen shall support the Chairman in the discharge of his duties. The Vice-Chairman or any of the Vice-Chairmen shall chair the Board of Directors if the Chairman is unable to act. The Secretary is responsible for giving notice of the meetings and drafting the minutes and correspondence and maintaining the register prescribed by Article 5 of the Act of 1 July 1901. The Secretary is responsible for completing the formalities mandated by laws and regulations. In a general way the Secretary is in charge of the animation of the network. Consequently all or part of its cost can be supported by the network, according to the association rules. The Treasurer maintains a regular accounting of all transactions made, approves the financial statements and reports to the Board on his management. Under the Chairman s supervision, the Treasurer makes any payment and receives any amount. The Treasurer is responsible for all matters related to the management of the association s assets. The Treasurer effects, subject to the Board s authorization, the withdrawals, transfers and disposal of any assets and valuables. TITLE IV GENERAL MEETINGS Article 17 - Composition and time of the meetings The members meet in General Meetings. The said meetings shall be deemed extraordinary meetings when amending the articles of association, and ordinary meetings in all other cases. The General Meeting is comprised of all members of the Association. Each member of the association has one vote. No person may be represented at general meetings, except by another member of the Association. No member present may hold more than ten votes in addition to its own vote. The Ordinary General Meeting is convened each year no later than six months after the end of the financial year by the Board of Directors at such time and place indicated in the notice of the meeting. In addition, notice of the Ordinary General Meeting convened in order to review extraordinary items is given by the Board of Directors, when it sees fit, or at the request of at least one fourth of the members of the Association.
The Extraordinary General Meeting is convened by the Board of Directors when it sees fit. Article 18 Procedure for giving notice Agenda Notices are given at least one month in advance by individual letter, indicating the agenda in summary form. The agenda is determined by the Board of Directors and contains only the proposals made by the Board and the proposals communicated to the Board at least one month before the meeting, with the signature of at least one third of the members of the association. The meetings are held at the registered office of the association or in any other place of the town in which the registered office of the association is located. Article 19 - Bureau of the Meeting Meetings are chaired by the Chairman of the Board of Directors or, in default, by the Vice- Chairman or by a director appointed to that end by the Chairman. The secretary of the Board of Directors or, in his absence, a member of the meeting, appointed by the meeting, shall act as secretary. Article 20 Ordinary General Meetings 1/ The Annual Ordinary General Meeting shall hear the report prepared by the Board of Directors concerning its management and the Association s operational and financial situation. The Annual Ordinary General Meeting approves or adjusts the financial statements for the last financial year, ratifies the appointment of the provisionally appointed directors, replaces the directors, and, in general, deliberates on all general interest issues and any and all issues submitted by the Board of Directors, except for any proposals entailing an amendment to the articles of association. The annual report and the financial statements are sent each year to all members of the association. 2/ The Ordinary General Meeting shall deliberate validly, provided that one fourth of the members is present or represented. If this condition is not satisfied, a Meeting shall be convened again in accordance with the terms and lead times set forth in Article 18 above. During the adjourned meeting, the Ordinary General Meeting shall deliberate validly regardless of the number of members present or represented, but only as regards the matters on the agenda of the first Meeting. Decisions are made by a simple majority of the votes of members present or represented.
Article 21 - Extraordinary General Meetings 1/ The Extraordinary General Meeting may amend all provisions of the articles of association, it being indicated that Mr. Thierry DENJEAN, founder, shall have a veto right in respect of any decision entailing a change to the association s name. 2/ In order to deliberate validly, the Extraordinary General Meeting must be comprised of at least one half of the members of the association. If this condition is not satisfied, a Meeting shall be convened again in accordance with the terms set forth in Article 18 above. During the adjourned meeting, the Extraordinary General Meeting shall deliberate validly if one fourth of the number of members is present or represented. The deliberation of the Extraordinary General Meeting shall be made by a majority of two thirds of the members present or represented. Article 22 Minutes The deliberations of the General Meeting of the members are memorialised in minutes prepared on a special register and signed by the Chairman of the Meeting and by the Secretary. Any copies or excerpts of these minutes, to be adduced as evidence in court or otherwise, shall be signed by the Chairman of the Board of Directors or by two directors. Article 23 Internal Rules The internal rules are prepared by the Board of Directors and approved by the General Meeting. These internal rules are intended to clarify and supplement the Association s operating rules.
TITLE V FINANCIAL YEAR FINANCIAL STATEMENTS RESOURCES Article 24 Financial year The financial year commences on 1 January and ends on 31 December of each year. The first financial year shall end on 31 December 2009. Article 25 Financial statements Accounts shall be maintained in respect of the association s operations. Article 26 Annual resources The association s resources are comprised of the financial contributions made by the members or by third parties or any gifts made to the association, dues paid by the members or, where applicable, any income generated by the property or valuables owned by the association. TITLE VI DISSOLUTION, LIQUIDATION Article 27 - Dissolution, liquidation In the event of voluntary or court-ordered dissolution of the association, the Extraordinary General Meeting appoints one or more liquidators who shall have the broadest powers in order to dispose of assets and settle liabilities. The net proceeds of the liquidation shall be devolved, after the contributions of the members of the association have been returned to the said members, to an association having a similar purpose or to any public agency or private agency recognized as serving a public-interest purpose as appointed by the Extraordinary General Meeting of the members. Article 28 TITLE VII FORMALITIES The Board of Directors shall comply with the reporting and publication procedures mandated by law. All powers are given to that end to the bearer of an original copy hereof.