«INTERNATIONAL COUNCIL FOR LABORATORY ANIMAL SCIENCE» A.I.S.B.L, in short «ICLAS». Registered seat: Washington Street, 40, 1050 Brussels, BELGIUM Constitution CONSTITUTION The founder established the Constitution of the organization as follows: TITLE 1: BASIC ACT Article 1. Form - name The organization is incorporated in the form of an international non-profit-making organization in accordance with the law and is referred to as International Council for Laboratory Animal Science AISBL, abbreviated ICLAS. All deeds, invoices, advertisements, publications and other documents emanating from the international nonprofit organization should mention its name, immediately preceded or followed by the words international non-profit organization or the abbreviation ICLAS and the address of its seat. Article 2. Seat The seat of the organization is established in Belgium at Ixelles (1050 Brussels), rue Washington, 40, in the district of Brussels. The seat of the organization may be transferred to any other place in Belgium on a simple majority of the members of the Governing Board present or represented. It may in no event be transferred abroad. Any deed evidencing the transfer of the seat of the organization must be filed (in full) in the record of the organization held at the Commercial Registry of the Commercial Court of the seat of the organization and published in the Annexes to the Belgian Official Journal. Article 3. Duration The organization is incorporated for an indefinite duration. The financial year coincides with the calendar year. Article 4. Aim - activities The organization, which is devoid of any profit motive, has as non-profit aims of international utility: To promote and coordinate the development of Laboratory Animal Science throughout the world, and particularly in developing countries; To promote international collaboration in Laboratory Animal Science; To promote quality definition and quality monitoring of Laboratory Animals; To collect and disseminate information on Laboratory Animal Science; To promote world-wide harmonization in the care and use of Laboratory Animals; To promote the humane use of animals in scientific research through recognition of ethical principles and scientific responsibilities; To promote the 3R tenets of Russell and Burch (Reduction, Replacement, Refinement). The continuation of this (these) aim(s) will be achieved by performing the following activities: 1. participate in scientific meetings organized at national, regional or international level on topics as diverse as animal science laboratory, animal welfare, the harmonization of guidelines for the use of animals in science, and others; 2. financially supporting the holding of scientific training in the various geographical regions of the world; p. 1/6
3. disseminate information to its members through its website, its electronic newsletter and publications in scientific journals; 4. plan and provide services to members of ICLAS in order to promote exchanges of information regarding the health and quality of laboratory animals used in scientific research and harmonize best animal practices throughout all regions of the world. Moreover, to achieve its aim, ICLAS can perform any operation which is directly or indirectly linked to it or which may enhance the development or facilitate the achievement of its aim. Article 5. Members The organization is open to Belgians and foreigners. ICLAS includes voting members, non-voting members and honorary members. Only voting members enjoy the full rights accorded to shareholders under the law and this Constitution. The number of members is not limited. The founders mentioned in the deed of incorporation are considered as members as well as any person or entity subsequently admitted as a member and whose term, if necessary, has been renewed in accordance with the provision in Article 6 of the present Constitution. Article 6. Admission of Members Voting members are either national authorities whose duties include scientific research using laboratory animals, or associations of laboratory animals, scientific associations/unions or other scientific organizations and/or institutions that contribute to the aims of ICLAS and are being recognized and accepted by the Governing Board. Non-voting members are organizations that want to support the aims of ICLAS and are recognized as such by the Governing Board. Honorary members are individuals who have distinguished themselves by their contribution to the aims of ICLAS, as recognized by the Governing Board. The application for admission of voting and non-voting members must be addressed in writing to the Secretary General as described in the Internal Rules. Voting members and non-voting members are admitted by the Governing Board, which must not justify its decision. Article 7. Resignation of Members The resignation of voting members and non-voting members must be addressed in writing to the Secretary General. To be effective, the resignation must be accepted by the Governing Board. Any member is deemed to have resigned: who does not pay his dues within the year following the payment request. The resignation may be suspended by a decision of the Governing Board. who no longer meets the conditions that justified his or her affiliation. A member who ceases to be part of the organization has no entitlement to the social fund. Article 8. Dismissal of Members The dismissal of members of the organization for non-compliance with the Constitution, for serious cause, if they deliberately impede the aims of ICLAS or if they constitute a risk for the reputation of ICLAS., may be decided by a two thirds majority vote of the Governing Board members present and represented. The decision of the Governing Board need not be justified Members or their adherents who have resigned or have been dismissed have no claim on the assets of ICLAS, and cannot claim a refund of paid dues. However, they remain bound to pay dues and other payments due. p. 2/6
Article 9. Members Rights In addition to the rights granted to them by law, voting members have the right to delegate a number of representatives within the Governing Board, according to the rules described in the Internal Rules. Nonvoting members do not have the right to be represented within the Governing Board. Article 10. Dues Voting and non-voting members are required to pay an annual fee fixed by the General Assembly in the manner prescribed in the Internal Rules. The Governing Board may authorize the member to split the payment of dues, or even suspend the duty if the request of the member is found to be justified. TITLE 2: ORGANISATION Chapter 1 Governance (governance-management-representation) Article 11. General Assembly (General management body) The General Assembly has full powers for the achievement of the aim(s) and activities of the organization. The General Assembly is composed of all voting members of ICLAS; non-voting members and honorary members may attend as advisors. In particular, the General Assembly has the following competences: approving the budget and accounts; election, dismissal and discharge of the Governing Board members, chairman of the Governing Board, Vice-president, Secretary, Treasurer and, where necessary, the auditor or the statutory auditor; amendments to the Constitution; dissolution of the organization; the determination of the amount of the dues. Article 12. General Assembly - Meetings The General Assembly is held under the chairmanship of its President, every year at the seat or at the place indicated on the summons. This is done at the invitation from the Secretary General. It is sent by electronic mail or other means of communication at least three (3) months before the General Assembly and contains the agenda. The notice period will however be extended to six (6) months in case the General Assembly has to decide on the appointment of the Governing Board. An extraordinary General Assembly may also be convened upon request of one third of the voting members or following a proposal from its President. Article 13. Voting members who are unable to attend the General Assembly may nominate another member to vote in his or her place by providing, a proxy to the Secretary General at least one month before the General Assembly meeting. Each member may, however, hold no more than one proxy. Except as otherwise provided herein, the General Assembly shall validly deliberate regardless of the number of members present or represented. Article 14. General Assembly Decisions Unless in exceptional cases provided by law or this Constitution, resolutions are passed by simple majority of members present or represented and are brought to the attention of all voting members by electronic means (e.g. by e-mail). In case of a tie, the President has the casting vote. Members who have not paid their dues in the year of the payment request, lose their right to vote. Article 15. General Assembly - Publication The decisions of the General Assembly are recorded in a register of deeds of ICLAS, in the form of minutes, signed by the President and the Secretary. p. 3/6
This register is kept at the seat or place indicated on the website of the organization where all members can read it, but without moving the register. Any member can view the minutes on the website. Article 16. Governing Board (governing body) 1. The organization is governed by a board composed of at least two (2) Governing Board members. The number of Governing Board members shall be determined in accordance with the rules contained in the Internal Rules. 2. The Governing Board has the broadest powers of administration and management, except those reserved to the General Assembly. 3. The General Assembly shall appoint from among the Governing Board members, a President, a Vicepresident, a Secretary and a Treasurer. They will form the Executive Committee as prescribed in Article 19 of the Constitution. Article 17. Appointments - resignation - removal Governing Board members are appointed by the General Assembly for a duration of four (4) years. The Governing Board membership is renewable once, except for members of the Executive Committee who shall be entitled to a third term of four (4) years. Unless otherwise decided by the General Assembly, the Governing Board membership is gratuitous. As long as the General Assembly has not proceeded to the renewal of the Governing Board at the end of the term of office of the Governing Board members, they shall continue to perform their duties pending the decision of the General Assembly. In the event of a vacancy during a term of office, the Governing Board may appoint a replacement to serve out the term of the replaced Governing Board member. The resignation of Governing Board Members is automatic at the end of the term of office. Governing Board members may be removed by the General Assembly acting by a majority of two thirds of members present or represented. Removal may be to punish any act or omission which seriously hinders the interests of the organization or wilfully obstructs the achievement of the aim(s) of the organization or constitutes a risk for the reputation of the organization Article 18. Meetings - decisions The Governing Board meets at least once a year or at the special invitation from the Secretary General as often as required in the interests of the organization. The agenda is attached to the summons. The summons is sent by letter, fax, e-mail or other means of communication at least one (1) month before the meeting. The Governing Board may be assisted by experts. The Governing Board can validly deliberate regardless of the number of members present or represented. Its resolutions are adopted by a majority of Governing Board members present or represented. Each Governing Board member has one vote. In case of equality of votes, the President has a casting vote. Article 19. Executive Committee The Governing Board may delegate the daily execution and the representation of the organization regarding the daily execution to an Executive Committee composed of the President, Vice-President, Secretary General and Treasurer. Those responsible for the daily execution can act individually within the limits of their powers conferred by the Internal Rules. Any limitation on the powers of representation granted to the Executive Committee for the purposes of daily execution, is unenforceable against third parties, even if it is published. The identity of the delegate(s) to the daily execution will be filed with the Commercial Registry at the Commercial Court and published in the Annexes to the Belgian Official Journal. The Governing Board may also, under its responsibility, confer special and specific powers to one or more persons. p. 4/6
In the event of a vacancy during a term of office of a member of the Executive Committee, the Executive Committee may designate from among the members of the Governing Board, a replacement until the next General Assembly, which will be responsible for proceedings to the re-nomination. The term of office of an Executive Committee member shall terminate automatically by expiry of the term of office of the Executive Committee member or at his or her removal. For guidance, the daily execution includes the power to perform the following acts: take any measure necessary or advisable for the implementation of decisions of the Governing Board; sign daily correspondence; give or receive any leased movable or immovable property and enter into any lease agreement relating to such property; claim, touch and receive all moneys, documents and property of any kind and give receipt; make all payments; enter into any contract with any independent service provider or supplier of the organization, including any credit institution, investment company, pension fund or insurance; make and accept any price offer, pass and accept orders and enter into any contract for the purchase or sale of any movable or immovable property, including all financial instruments; sign all receipts for registered letters, documents or packages addressed to the organization. Article 20. Conflict of interests If a Governing Board Member has, directly or indirectly, a conflicting financial interest in a decision or transaction from the Governing Board, he or she shall inform the other Governing Board members before the deliberation of the Governing Board. His or her statement and the reasons for the conflicting interest that exists in the hands of the Governing Board member concerned must be included in the minutes of the Governing Board who will make the decision. In addition, he must inform the statutory auditor, if any. The Governing Board describes, in the minutes, the nature of the decision or transaction and rationale of the decision that was taken and the financial consequences for the organization. The report of the statutory auditor contains the entire minutes. The report of the statutory auditor must also include a separate description of the financial consequences that result for the organization from decisions of the Governing Board which had a conflicting interest within the meaning of this Article. The Governing Board member concerned may attend the deliberations of the Governing Board relating to these transactions or decisions, but cannot take part in the vote. This Article does not apply when the decisions of the Governing Board relate to normal operations concluded under normal conditions for similar transactions. Article 21. Representation All documents binding the organization shall, except for special proxies, be signed by two members of the Executive Committee acting jointly, who will not have to justify, vis-à-vis third parties, the powers conferred on them for this purpose. Legal actions as plaintiff or defendant are followed by the Governing Board represented by two members of the Executive Committee acting jointly. Chapter 2: Accounting Article 22. Budget and Annual Accounts The fiscal year begins January 1 and ends December 31 of each year. Subject to the provisions of the Belgian Law of 17 July 1975 on Accounting in the cases provided by Article 53 3 of the law of 27 June 1921 regarding non-profit organizations, the Governing Board shall submit the accounts of the past financial year and the budget for the following year for approval by the General Assembly, which will decide at its next meeting. p. 5/6
Article 23. Control In the cases provided by Article 53 5 of the law, the Governing Board will entrust the financial control of the organization to one or more statutory auditors of its choice. TITLE 3: AMENDMENTS TO THE CONSTITUTION AND DISSOLUTION Article 24. Without prejudice to the law, any proposal to amend the Constitution or to dissolve the organization must emanate from the Governing Board. The Governing Board shall inform the members of the organization at least six months in advance the date of the General Assembly to approve the proposal. The General Assembly may validly deliberate regardless of the number of members present or represented of the organization. All decisions must be approved by a majority of two thirds of the votes. Decisions affecting the powers, the way of summoning, the way of deciding by the general body of management of the organization, and the conditions under which resolutions are brought to the attention of members, and/or having an impact on the conditions for amending the Constitution, dissolution and liquidation of the organization, and destination of the assets of the organization, shall be recorded by deed filed in the record kept at the Commercial Registry of the Commercial Court and published in the Belgian Official Journal. In addition and in accordance with Article 50 3 of the law, resolutions or amendments of the aims of the organization will not take effect until approved by the King, and published in the Belgian Official Journal. Other decisions to amend statutory notices must not be communicated for acceptance by the Belgian Minister of Justice or his delegate. Article 25. Liquidation and asset allocation In the case of voluntary or judicial dissolution, the Governing Board shall appoint one or more liquidators and determine the method of liquidation of the organization. Any net assets after liquidation shall be allocated to a non-profit legal person under private law, international or not, pursuing the realization of an aim similar to the organization or, failing that, at least for a non-profit purpose. TITLE IV: FINAL PROVISIONS Article 26. Election of domicile For the execution hereof, any voting or non-voting member, Governing Board member and liquidator, residing abroad, accepts that any notice addressed to him may be sent to the seat of the organization. Article 27. Common law For anything that is not explicitly provided herein, it is referred to the law and the provisions that are contrary to mandatory provisions contained in the law must be considered unwritten. Article 28. Jurisdiction For all disputes between the organization, its members, shareholders, bondholders, Governing Board members, auditors and liquidators relating to the affairs of the organization and the execution hereof, exclusive jurisdiction is granted to the courts of the seat, unless expressly waived by the organization. p. 6/6