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    Articles of Association
    MEMORANDUM & ARTICLES OF ASSOCIATION

    As of the 26th of June 2007

    OF

    The EuroIndia Centre


    WARNING: This is the English translation of the memorandum & articles of association that have been legally registered in French. The original French version alone possesses legal power. This translation is provided for the sole purpose of information and its terms do not possess any legal power whatsoever.

    PREAMBLE

    The reason behind the setting up of The EuroIndia Centre is the absence of a public or private institution in Europe exclusively dedicated to bringing together Europeans and Indians

    Europe is the first world economic power. An increasingly centralised administration of its economy and external relations, makes its wide diversity of cultures, customs and practices less visible. This makes it difficult for an outsider to approach Europe without putting in a significant learning effort.

    India has a similar geographical and cultural diversity as that of Europe and, therefore, needs an equally significant learning effort for those wanting to approach it.

    For Europe, Indians represent nonetheless a great political, economic and strategic stake.

    It constitutes about one fifth of the world population. Its emergence as one of the key players in the global scenario is a underlying political fact of the 21st century.

    This emergence is largely the result of a rapidly progressing Indian economic liberalisation revealing a large and growing market, a vast intellectual potential and a dynamic and prosperous diaspora.

    India is concerned about preserving and reinforcing her privileged relations with Europe, her first political and economic partner.

    To live up to India’s expectations, Europe must become fully aware of the what the Indian sphere represents in terms of stake and create appropriate means, namely the creation of institutional relays that would carry public initiatives in both Indian and European civil societies. The EuroIndia Centre’s ambition is to be the first of such relays.

    In order to succeed, both Europeans and Indians must be involved in the management of the Centre, with parity of rights and duties amongst its members, so as to create a new community that reflects Euro-Indian ideas, interests and brings together the destinies of both India and Europe.


    ARTICLE 1 - constitution and denomination

    There exists between the signatories to the present articles, an association (“the Association”) governed by the French Act of the 1st July 1901 and the decree of the 16th August 1901, bearing the name ‘Le Centre EuroIndia’ and the initials LCEI. The name of the Centre in the English is: The EuroIndia Centre (TEIC).


    ARTICLE 2 - object

    The object of the Association is to promote, support and develop exchange between Europeans and Indians.


    ARTICLE 3 - domains of activity

    The Association intends to carry out activities in all domains where it considers that its action would further the aforementioned object.

    The following domains, without being exhaustive, shall be its priorities:
    • Economy and corporate world
    • Education
    • Local civic bodies
    • Science and technology
    • Contemporary art and culture...

    ARTICLE 4 - means of action

    In order to realise its object, the Association intends to create and develop the following activities that shall be open to members from both the communities:
    • A platform for meetings and exchange
    • A pole of information, analysis and expertise
    • A centre for training and culture-familiarisation
    • An observatory of the evolution of both spheres.
    • A think-tank for deliberation and proposition
    These activities shall be sustained with the help of, inter alia, the following means:
    • A dedicated Internet site that shall facilitate exchange, meetings, information and training
    • Professional gatherings: seminars, congress, conferences, colloquiums,…
    • A club of Partner-members
    • Publications: Newsletters, articles, reports…
    • A multimedia documentation centre
    • Training and cultural familiarization seminars
    • Organising professional visits.
    • Cultural events: exhibitions, shows, co-productions….
    • Organisation or participation in third-party events, which could further its object: shows, competitions, events, performances…
    • Participation in or aid to third-party projects or groupings (and in this capacity become a shareholder in companies) whose object would further that of the Association.
    And all other means or initiatives that can contribute to the realisation of the object of the Association.


    ARTICLE 5 - registered office and duration

    The registered office of the association shall be located at 4, rue Réaumur at La Rochelle, capital of the Charente-Maritime district, situated in the Poitou- Charentes region of France in the European Union.

    The registered office can be transferred to any location in the same town upon the decision of the Board.

    The association is constituted for a duration of 99 years starting with the notification of its incorporation in the Gazette. This can be extended by the decision of the Extraordinary General Assembly of the Association.


    ARTICLE 6 - members - categories and definitions

    Membership is open to both individuals and legal entities such as companies and institutions.

    Members are divided into different categories:
    1. Founding members
    2. Subscribing members
    3. Partner members
    4. Associate members
    5. Members emeritus

      • Founding members are those individuals and legal entities who have participated in the constitution of the Association (refer to the minutes of the constitutive assembly in annexure) or those who are nominated as such by the Board before a deadline that the Board shall take upon itself to set taking into account the evolution of the Association from its inception.
      • Subscribing members are those individuals and legal entities who subscribe to the object of the Association and regularly participate in its activities.
      • Partner members are those individuals and legal entities who show long term commitment by extending special support to the realisation of the object of the Association. The Board shall determine the form of support that entitles members to this category.
      • Associate members are those individuals and legal entities, subject to the decision of the Board, who take interest in the work of the Association and can contribute to their realisation.
      • Members emeritus are those individuals and legal entities who have been conferred this distinction by the Board because of their exceptional moral, intellectual and financial contribution to the Association.

    Members shall pay an annual membership fee the amount of which amount and payment date shall be stipulated in the Memorandum and Articles of the Association or, if such is not the case, each year by the Board.

    The membership fees can be different according to the member categories.


    ARTICLE 7 - membership

    Every membership application shall be scrutinised by the Secretary General who may submit it to the Board for approval, in the case of an individual application.

    The Board members shall then have ten days to express disapproval, if at all. If no objection is raised within this deadline, the application shall be deemed to have been accepted.

    In case of disapproval expressed within the prescribed deadline, the decision on the application shall be taken by the Board after due deliberation.

    The Board decision is final without recourse to appeal and need not be qualified.

    Membership is valid for the on-going calendar year. Prorata temporis validity can only apply in those instances as quoted in the Articles and Memorandum of Association.

    Membership is tacitly renewed on the 1st of January every year, barring notification by the member of his non-renewal in the prescribed period in the by-laws or, if there is no mention in the by-laws , ONE month before the end of the on-going calendar year.


    ARTICLE 8 - loss of membership

    Membership is lost when:
    1. A member sends his resignation to the Board by registered post. Membership dues for the on-going year are, however, are fully due by the resigning member.
    2. A member notifies non-renewal of his membership before the expiry of the on-going calendar year.
    3. Death of individual members.
    4. The liquidation, for any reason whatsoever, of legal entities.
    5. Expulsion as decided by the Board for non-payment of membership dues or for serious reasons.: Violation of the present Articles and Memorandum of association , adversely affecting the interests or the credit of the Association. The concerned member, whose expulsion is envisaged, shall be invited, beforehand, to furnish explanations for the alleged acts motivating the procedure of expulsion and, more generally, to put forth his defence plea. While awaiting a decision, his membership can be suspended by the Board.

    ARTICLE 9 - resources

    The resources of the Association comprise of:
    • The admission fees and the membership dues from the different categories of members who are subject to such obligation.
    • Subsidies from States, public entities and authorities and their allied institutions as well as international and foreign Institutions
    • Cash donations.
    • Interest and income from the properties and investments belonging to the Association.
    • Donations and inheritances that the Association can be authorised to accept by virtue of the nature of its object and activities.
    • Revenue derived from the properties, products and services sold by the Association and from events organized by her: partnership, sponsorship, registration, etc.

    ARTICLE 10 - accounting

    The Association shall draw-up a profit & loss account, a balance sheet and its annexe as per the C.N.V.A. French accounting norms, approved by the National Council for Accounting, within four months from the end of the Association’s accounting year. The annual accounts, the activity report and the treasurer’s report (wherever applicable, the auditor’s report) shall be made available to the members during a period of fifteen days preceding the date of the Ordinary General Assembly, convened to approve the closed accounts of the year.


    ARTICLE 11 - accounting year

    The accounting year shall start on the 1st January and end on the 31st December. Exceptionally, the first accounting year shall start on the date of the notification of incorporation of the Association in the Gazette and shall end on the 31st December 2002.


    ARTICLE 12 - reserve funds

    The Association can create/constitute one or several reserve funds with the specific objective on the one hand of meeting the financial commitments of the Association that have accrued in the course of its activities and to discharge all or part of obligations it has undertaken and on the other to make up for the discontinuation of benevolent contributions and the gratuitous use of offices, equipment and personnel earlier made available to the Association.

    The mechanisms for constituting and operating such reserve funds shall be fixed by the General Assembly of Members, on a submission by the Board.


    ARTICLE 13 - contributions

    In case of contributions of movable and immovable property to the Association, the rights of repossession of the contributor shall be as per the stipulations laid down in the agreement concluded with the Association.


    ARTICLE 14 - the Board- constitution

    The Board shall comprise of a maximum of fourteen members elected by the General Assembly of Members.

    All members of the Association, with the exception of the Associate members, are eligible.

    To be eligible, the members, irrespective of their category, must be up to date on their obligations towards the Association on the last date fixed by the Board for submitting their candidature.

    The legal entities shall be represented by their officiating legal representative or by any other person who is authorised to this effect and notified as such to the Board.

    Exceptionally, the first Board is designated by unanimous decision annexed to the present Articles.

    Each member of the Board shall have one vote and can possess a maximum of two proxy votes.

    The members of the Board shall be elected for two years. The Board shall be renewed every year by half. For the first renewal, the outgoing members shall be designated by drawing lots.

    The outgoing members are eligible for re-election.

    In case of vacancy of one or more members, the Board, if it so desires, can temporarily proceed for the replacement of such member(s) by co-optation. Their definite replacement shall take place at the following General Assembly. The mandate of the member(s) thus elected shall end at the same time as the stipulated end of the mandate of the replaced member(s).

    Even if the ratification of such replacements were not sanctioned by the General Assembly, the deliberations and the acts made by the Board would remain valid.

    The office of a Board member shall come to an end in the event of resignation, loss of membership of the Association, three non-intimated consecutive absences from Board meetings, dismissal by the General Assembly that can be decided ad nutum following any in-session incident, and the liquidation of the Association.

    Following are the permanent invitees to Board meetings:
    • The delegate of the ACC mentioned hereafter
    • The Secretary General mentioned hereafter
    They are invited in a consultative capacity only.

    The (co)-President(s) can invite any person, member or non-member, if he(they) believe such person(s) can make a positive contribution to deliberations of the Board.

    The Board shall choose by secret ballot, among its members, a Bureau comprising of:
    1. The co-Presidents, or in their absence, the vice-President(s) nominated by them.
    2. The Secretary General and, if necessary, his deputy.
    3. The Treasurer and, if necessary, his deputy.

    ARTICLE 15 - functioning of the Board

    Board meetings shall be held at the initiative of and intimation by either co- President or both.

    A Board meeting can also be called at the initiative of one third of its members.

    Intimation to attend Board meetings shall be sent to members by ordinary post (or by fax or e-mail) at least ten days prior to the date fixed for the meeting.

    The intimation shall be accompanied by the agenda for the meeting drawn up by the sender of such intimation.

    When the Board meets at the initiative of a third of its members, the latter can demand the inclusion of issues of their own choice in the agenda.

    The Board can validly deliberate only when half of its members are either physically present or duly represented.

    Decisions shall be taken by the majority vote of the members present or represented. However, for the revocation of the Secretary General and for enacting and modifying the by-laws, the Board’s qualified decision(s) must be taken with at least two-thirds majority of its membership strength.

    Board decisions can also be taken by way of a private affidavit signed by all members present expressing their unanimous decision.

    By-laws shall specify and eventually complete the functioning of the Board.


    ARTICLE 16 - co- presidency

    The Board shall designate from among its members one or two co-Presidents, who shall be individuals, for a duration not exceeding their mandate as members of the Board. The Board shall do its best to see to it that the two designated co-Presidents are Indian and European (in case of the designation of two co-Presidents).

    The co-presidents shall have the dual capacity of co-presiding the Board and the Association.

    They have the power to convene all Board meetings, decide the agenda and preside over them.

    They shall execute the decisions of the Board or see to their execution.

    They shall present the annual activity report at the General Assembly of Members.

    They shall see to the proper material, administrative and legal functioning of the Association.

    They shall draw up, the minutes of the meetings and deliberations of the Board and the General Assemblies or get it done under their supervision. They shall specifically maintain or have maintained the special register as required by the article 5 of the Act of July 1st 1901 and the articles 6 and 31 of the decree of August 16 1901.

    In their mutual rapport and for the sake of internal discipline, the co-Presidents shall retain the powers described here above. They shall inform each other of their decisions and initiatives. They can exercise their powers together or separately and have the right to object to any operation before it is concluded.

    They can also delegate all or part of their powers to any member of the Board for a specified period.

    In the event of a disagreement between the co-Presidents, a Board meeting shall be called at the earliest to settle the concerned issue(s).

    The co-presidents can be dismissed ad nutum without compensation.

    Each co-president, if need be, can nominate a vice-President whose responsibilities shall consist exclusively of replacing the President, during his absence, in presiding over meetings of the Board, the Bureau and the General Assemblies. In the absence of the co-Presidents and the vice-Presidents, the Board can nominate one of its members present who shall preside over the meeting. The Board can nominate, for each of its meetings, a secretary who can be a non-member.


    ARTICLE 17 - powers of the Board

    The Board shall determine the orientation of the Association’s activity and shall supervise its execution. Subject to the powers explicitly attributed to the General Assemblies and within the purview of the object, the Board can take up any issue for the sake of proper functioning of the Association and shall decide, through its deliberations, on issues that it is empowered to deal with.

    The Board shall conduct checks and verifications that it considers appropriate. Each member of the Board shall receive all necessary information for discharging his duties and may demand any document that he deems useful.

    The Board is specifically empowered for the tasks mentioned hereafter:
    1. It gives its assent to membership applications as per the stipulations of article 7 and decides on the type of membership as per the stipulations of Article 6.
    2. It convenes the General Assemblies and decides on the agenda.
    3. It deliberates on the expulsions in application of article 8-e.
    4. It authorises operations mentioned in article 15 whenever it is necessary.
    5. It appoints and dismisses the Secretary General as specified in article 15 and decides on his remuneration.
    6. It authorises the following operations:
      • Acquisition and disposal of all movable assets and furniture, execution of all kinds of repair and general works and interior decoration.
      • Purchase and sale of all types of financial assets.
      • Lease and purchase of any building necessary in pursuance of the object of the Association, lease out and hypothecate buildings of the Association, sale or exchange of the said buildings.
      • Contracting all types of loans
      Wherever necessary, the Board can delegate the aforementioned operations by fixing a ceiling to the value of such operations.
    7. It closes the accounts of the preceding accounting year which are submitted by the Secretary General and gives its opinion on the same to the members of the Association before their approval at the General Assembly.
    8. It supports and supervises the action of the Secretary General.
    9. It approves and eventually modifies the by-laws of the Association as proposed by the Secretary General and as per the voting stipulations of Article 15.
    10. It proposes, whenever necessary, the nomination of statutory auditors to the General Assembly.
    11. It presents to the General Assembly, on submission by one or both co- Presidents, the report stipulated in article L 612 – 5 of the Code of Commerce.

    The mandate of member of the Board does not carry any remuneration. Expenses incurred by the members in discharging their duties are not reimbursable, except when the Board finds it desirable and feasible, keeping in mind the financial means of the Association.


    ARTICLE 18 - Secretary General

    The management of the Association shall be the responsibility of the Secretary General, an individual designated from among the members of the Board or from outside.

    The Secretary General can be dismissed anytime by the Board as per the voting stipulations of Article 15. If such dismissal is decided without a justified reason, it can give rise to damages.

    The Secretary general is conferred with the most extensive powers to act in all circumstances in the name of the Association. He shall exercise his powers within the limits of the object of the Association and without infringing on powers expressly conferred on the General Assembly and the Board. His acts, even when not within the object of the Association, are binding on the Association, except when the Association can establish that third parties knew that such acts were outside the object of the Association or could not have been unaware of it, given the circumstances. He represents the Association in his dealings with third parties who cannot be prejudiced by any internal decision to restrict of his powers.

    In particular, the Secretary General shall:
    • Propose to the Board the general orientations of the Association’s policy.
    • Scrutinise membership applications and submit them for approval by the Board, as he deems fit.
    • Decide the acquisition and disposal of all movable properties, get executed all kinds of repair and general works and interior decoration, buy and sell all types of financial assets, within the ceiling amount set for each type of operations every year by the Board.
    • Take on lease and buy any building that is necessary for the realisation of the object of the Association, give on lease and hypothecate buildings of the Association, sell or exchange the said buildings, subject to prior authorisation of the Board.
    • Contract loans within the ceiling amount set by the Board annually.
    • Prepare the budget and the Plan of Action that he shall submit to the Board for approval and then ensure its implementation.
    • Keeps the Board co-presidents regularly informed of the functioning of the Association.
    • Prepare the annual closing of accounts and submit these to the Board and to the Treasurer in particular, whose duty is to submit the financial report to the members at the Assembly General.
    • Propose the by-laws of the Association and their possible modifications to the Board.

    The Secretary General can designate a committee to assist him in his tasks under his supervision.

    Both members and non-members as well as salaried employees of the Association can be designated as Secretary General either for a limited or unlimited duration.


    ARTICLE 19 - Associate Consultative Committee (A.C.C.)

    An Associate Consultative Committee (ACC), comprising of associate members only, subject to their acceptance, shall be constituted.

    The ACC shall deliberate, on the initiative of its members or on the request of the Board or the Secretary General, on all matters of interest to the Association. Its deliberations shall be communicated to the Board.

    The ACC shall mandate one of its members to be represented at Board meetings where he shall participate as a permanent invitee in a consultative capacity.

    All documents meant for the Board members shall also be sent to the ACC delegate.


    ARTICLE 20 - General Assembly: common provisions
    1. All members of the association, with the exception of the associate members, having no outstanding obligations towards the Association on the day of dispatch of the intimation of the General Assembly , shall be eligible to participate in the said Assembly.
    2. Legal entities shall be represented by their officiating legal representative or by any other duly authorised person subject to prior notification to the Association.
    3. General Assembly Meetings shall be convened by the Board, by ordinary letter, by e-mail or by fax, with a minimum of fifteen days’ notice. The intimation shall include the agenda established by the Board. Each member disposes of one vote. Any single member cannot possess more than four proxy votes.
    4. The General Assembly shall be held at a venue mentioned in the intimation. It is be possible to stipulate two different venues provided the Board can ensure the presence of one of the co-Presidents of the Board at each venue and a videoconference link is planned in advance, enabling simultaneous communication between the two venues and ensuring a precise headcount of members and supervision of voting.
    The by-laws shall possibly further specify and complete the above-mentioned provisions.


    ARTICLE 21 - Ordinary General Assembly (OGA)

    An OGA shall be held at least once a year and as many times in a given year as convened by the Board.

    During the first semester of the calendar year, the activity report and the treasurer’s report and, as the case may be, the auditor’s report shall be presented at the OGA. The OGA shall vote the provisional budget and the plan of action. It shall approve the accounts of the previous year and, thus, give the Secretary General a clean sheet for his management and the same to members of the Board for the performance of their duties for the said period.
    The OGA is empowered to designate members to the Board as well as appoint statutory auditors.

    The resolutions of the OGA are valid only when at least a quarter of its members are present or duly represented.

    In the absence of this quorum on first intimation, the OGA shall be convened again with at least a fifteen-days’ gap and with the same agenda. The OGA can then deliberate irrespective of the number of members present or represented.

    Decisions at the OGA shall be taken by the majority of the members present or represented.


    ARTICLE 22 - Extraordinary General Assembly (EGA)

    The EGA has the powers to modify the memorandum & articles of association, liquidate the Association and proceed with the devolution of its assets, its merger or transformation.

    The EGA shall be convened by the Board.

    The EGA proceedings shall be valid only if at least half of its members are present or represented.

    In the absence of quorum on the first intimation, the EGA shall be convened again with a gap of a minimum of fifteen days with the same agenda. The EGA can then hold its proceedings if at least a third of the members are present or represented.

    The decisions at the EGA shall be taken on two-third majority of the members present or represented.


    ARTICLE 23 - liquidation

    In case of a liquidation of the Association not resulting from a merger, the EGA shall designate one or more liquidators entrusted with the task of liquidation.

    The EGA can allocate the net assets to any registered Association or to any other non-profit body of its choice, which has an identical, similar or related object.


    ARTICLE 24 - by-laws

    The by-laws prepared by the Board shall complete, wherever necessary, the statutory provisions related to the functioning of the Association. Their coming into force and further modifications must be undertaken by the Board within the conditions of quorum and majority as defined in Article 15.
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