CHRYSALIS ASSOCIATION

ARTICLES OF ASSOCIATION (BY-LAWS)

Article 1- Name

It is hereby founded by the supporters of these existing by-laws an Association pursuant to the law of July 1, 1901 and the decree of August 16, 1901, under the name of CHRYSALIS

 Article 2-Aims

The aims of the Association are:

To promote human rights and sensitize public opinion to its aims and objectives as articulated by the Office of the United Nations High Commissioner for Human Rights (OHCHR) following the guidelines of the Commissioner’s “Handbook for NGOs”, and focusing in particular on themes identified as priorities by OHCHR such as the Rule of Law and Democracy, the fight against racism, the Administration of Justice and the role of tribunals in safeguarding human rights, cooperate with the Special Representative of the Defenders of Human Rights, encouraging individuals to uphold their own human rights and those of others, preventing violations and assisting victims in various jurisdictions as well as alert public international opinion.

The Association will cooperate with other public or private organizations, national or international, which may provide material, moral, or financial aid, to achieve the objectives stated above.

Article 3 – Seat

The seat of the Association is at Le Grand Chandon, Sainte Marguerite, 61320-Carrouges, France.

 Article 4- Membership

The Association is composed of its founding members, honorary members, benefactors, and supporting members.

 Article 5 – Admission to Membership

In order to be admitted to the Association, the Board of Directors must approve of the admission and decree it at one of its meetings upon the request for admission of the applicant who presents himself to the Board.

 Article 6- Members

The following are the members who have founded the Association. There are five (5) such members (in alphabetic order) as follows:

Alison BERRY, 300 Hamilton Avenue, Suite 410, White Plains, NY 10601, USA, attorney-at-law, American citizen.

Claudy DESNOS, le Theil, 61250, Pace, Secretary and public relations consultant, French citizen.

Christian LESECQ, docteur en droit, Hameau du Grand Chandon, Sainte Marguerite, 61320 Carrouges, French citizen.

Christopher STEAD, The Fold, Illingworth, Halifax, Yorks, United Kingdom, Magistrate, British citizen.

Andrew WITHERS, La Rogerie, 53300 Vauce, Company Director, British citizen.

Supporting members are those who are approved by the Board of Directors and sustain the Association by the payment of an annual contribution of 10 Euros.

Benefactors are those who make an exceptional contribution for the purpose of financing a campaign in support of human rights.

 Article 7 – Cancellation of Membership

Membership in the Association may be lost by:

· resignation

· death or dissolution of the corporate entity

· cancellation declared by the Association’s administration for serious cause after having invited the member to present his or her case against cancellation of membership.

 Article 8 – Resources of the Association

Resources of the Association include:

1. contributions

2. subsidies or grants

3. sums collected from opposing parties and furnished by the Association??

4. any other resources as authorized by legislation or regulation

 Article 9- Administration of the Association

The Association is directed by a Board of Directors of five members nominated for five years by the founding members. They are eligible to be re-appointed for a term of the same duration. They serve their functions without remuneration.

The founding members are obligated to serve on the Board of Directors.

The Board of Directors is constituted of:

1.a President

2.one or two Vice Presidents

3.a Secretary

4. a Treasurer

The Board of Directors has named the following officers:

President: Christian Lesecq, Vice-President: Alison Berry, Treasurer: Andrew Withers, Secretary: Claudy Desnos

In the event of a vacancy, the Board of Directors will provide for a temporary replacement from among its members.

A permanent replacement shall be provided for at the next earliest general meeting.

 Article 10 – Meetings of the Board of Directors

The Board of Directors will convene upon a meeting called by its President or at the request of at least one-half of its members.

• Meetings are presided over by the President

• The Board may not validly deliberate unless three-fifths of its members are present or represented.

• Decisions of the Board are taken by a majority of votes expressed by the members present or represented. In case of a tie, the vote of the President will prevail.

The members of the Board of Directors fulfill their functions voluntarily without compensation but have the right to be reimbursed for the costs of justified expenses.

Article 11 – Powers of the Board of Directors

The Board of Directors ensures the proper functioning of the Association.

The President represents the Association in all civil acts and he concludes all agreements under the reservations of the authorizations that he must obtain from the Board in the cases provided by these Bylaws. He is qualified to represent the Association before all national or international administrations and organizations, and to open all bank or postal accounts under his signature. He acts in the name of the Association in justice as claimant or defendant.

In case of his impediment, the President is replaced by the Vice President who then has at his disposal all of the same powers.

The President may grant partial delegations of his powers under reservation, when delegations are of a certain duration or permanently, that he informs the Board of Directors.

The Secretary is charged in particular with preparing the minutes of the meetings of the Board of Directors and the General Assembly and of maintaining a registry as providedby law.

The Treasurer is charged with control of the accounts of the Association and to make a report thereof to its general assembly.

Regarding bank or postal systems, the President and the Treasurer have power, each separately, to sign all means of payment (checks, transfers, etc.).

The Board of Directors manages the Association; it establishes the agenda of its General Meetings and ensures the execution of the decisions of these meetings.

The Board of Directors authorizes all acquisitions, mortgages or rentals of property as well as contracts entered into between the Association and (les collectivites??) or public systems which donate financial aid. All acts (deeds) which exceed an amount fixed by the internal rules will be subjected to a vote.

The Board of Directors establishes the budget of the Association and fixes the amount of contributions.

Article 12 – General Assembly

The Ordinary or Extraordinary General Assembly consists of all the members of the Association, whatever title they may hold provided that they have fulfilled their dues obligation for the current year.

Members may be represented by another member.

At least fifteen days before the date fixed by the Board of Directors, the members of the Association shall convene upon notice of the Secretary.

The meeting’s agenda shall be described in the Notice.

The President, assisted by the members of the Board of Directors, presides over the Assembly.

Article 13 – The Ordinary General Assembly

The Ordinary General Assembly meets once per year during the first trimester of the civil year.

At the time of the annual meeting, the President shall submit a report of the activities of the Association to the Assembly.

The Treasurer shall submit the financial report comprising the accounts disposed of during the financial year.

The Assembly will then proceed, if time remains, to the election of the members of the Board of Directors and then to examination of the other issues on the agenda.

The Ordinary General Assembly may equally be convened at any time at the request of the President or by one-half of the members of the Board of Directors.

Decisions of the Assembly are made by an absolute majority of the votes cast by the members present or represented.

Article 14 – The Extraordinary General Assembly

The Extraordinary General Assembly decides on changes to be made to the By-Laws, the Interior Rules and the dissolution of the Association. It meets at the request of the President or one half of the members of the Board of Directors.

The Extraordinary General Assembly may not validly make decisions unless two-thirds of the members of the Association are either present or represented.

Decisions are made by a majority of two-thirds of votes cast by the members present or represented.

 Article 15 – Interior Rules

An Interior Rule is established by the Board of Directors which subjects it to the approval of the General Assembly.

This contingent Rule is intended to determine various points not anticipated by the By-Laws, notably those which are characteristic to the internal administration of the Association, and electronic general assemblies.

 Article 16 – Dissolution

In case dissolution is decided upon by at least two-thirds of the members present at the Extraordinary General Assembly, one or several liquidators will be named by those present.

The assets, if any remain, will be distributed by this Assembly to one or several Associations having a similar objective or to any establishment with a social or cultural aim of its choice.

ADOPTED AT SAINTE MARGUERITE DE CARROUGES, August 8, 2008.