CONSTITUTION OF THE INTERNATIONAL MIRE CONSERVATION GROUP

INSTRUMENT OF ASSOCIATION ARTICLES OF ASSOCIATION

Contents

Article 1 Name & Domicile

Article 2 Objects of the organisation

Article 3 Duration of the organisation

Article 4 Membership

Article 7 Benefactors

Article 8 Funds

Article 9 The IMCG Main Board and Executive Committee

Article 12 The General Assembly

Article 16 Amendment of these Articles

Article 17 Dissolution & Liquidation

Article 18 Regulations

Name and Domicile

Article 1

1.1. The name of the Society shall be: INTERNATIONAL MIRE CONSERVATION GROUP (IMCG) and its domicile shall be: [?????] in France (F).

Objects

Article 2

2.1. The Society’s objectives (“the objects”) are to provide and maintain a network of specialists who: a. internationally promote, encourage and, where appropriate, co-ordinate the conservation of mires and related systems at all scales; and b. internationally enhance the exchange of information and experience relating to mires and factors affecting them.

Duration

Article 3

3.1. The Society shall exist indefinitely.

Membership

Article 4

4.1. The Society shall have ordinary members, supporters, benefactors and honorary members. In these Articles and in any regulations adopted or decisions made pursuant to these Articles, the terms “member”, “members” and “membership” shall refer to the ordinary and the honorary members, and those with supporter status, unless there is an express indication or obvious implied intent to the contrary.

4.2. Ordinary members are those individuals who wish to take an active part in the activities of the IMCG. They are expected to become, or already be, positively involved in one way or another with activities that coincide with the goals of the IMCG.

4.3. Supporters are individuals or organisations who do not wish to be an Ordinary Member of IMCG, but who nevertheless wish to support the goals of the IMCG and be kept informed of events, activities and progress.

4.4. Benefactors are individuals or organisations that wish to provide significant support to the work of the IMCG. Acknowledged benefactors may use their status for commercial or publicity purposes.

4.5. Ordinary Members and Supporters shall be those individuals or organisations who have requested membership or supporter status from the IMCG’s Main Board (see Article 9) and have been admitted to the Society as such.

4.6. If the Board denies admission, the General Assembly (see Article 12) may overrule this decision and admit the person concerned.

4.7. Honorary members shall be those individuals who have been nominated as such by the Main Board by reason of their exceptional merits to the objects of the Society, and who have been granted the status of honorary member by the General Assembly, and who have accepted this status.

Article 5

5.1. Membership and supporter status shall be personal and therefore non-transferable.

Article 6

6.1. Membership shall end:

a. by the death of a member

b. by cancellation by the member

c. by cancellation by the Society

d. by expulsion.

6.2. Members may only cancel their membership effective at the end of a financial year. This cancellation must be in writing and at least four weeks’ notice must be given. Nevertheless, membership may be immediately terminated by cancellation:

a. Where it would be unreasonable to require continuation of membership.

b. Where the rights of members have been limited or their obligations have been increased. This cancellation must be within one month of the time when the decision limiting such rights or increasing such obligations has been communicated to the member, or the time when the member learned of such decision. If, however, the decision concerns a change in financial rights or obligations, membership may be cancelled effective at the end of the year following the year in which the cancellation is made.

c. Where the Society has been converted into another legal form, or has merged with another body. This cancellation must be within one month after this decision of conversion or merger was communicated to the member concerned. If a cancellation is not within the applicable term, the membership will continue until the end of the Society’s year following the year in which the cancellation was made.

6.3. The Society may only cancel a membership effective at the end of a financial year. This cancellation shall be by the Executive Committee. It shall be in writing and at least four weeks’ notice shall be given. The Society may only cancel a membership where it would be unreasonable to require the Society to continue the membership concerned.

6.4. If a cancellation is not within the applicable term, the membership will continue until the end of the Society’s year following the year in which the cancellation was made.

6.5. A member may only be expelled from the Society where the member has violated these Articles, or the regulations or decisions of the Society. A member will, for example, violate these Articles, regulations or decisions where, after a reminder, the member fails promptly to pay annual dues. A member will also violate these Articles, regulations or decisions where the member unreasonably acts in a manner prejudicial to the interests of the Society.

6.6. Expulsion shall be by decision of the Main Board. The Executive Committee shall inform the member of such decision promptly and shall state reasons for the decision. The member concerned may appeal to the General Assembly within one month of receipt of the notice of the Main Board’s decision.

6.7. During the term of appeal and pending appeal, the member shall be suspended.

6.8. The General Assembly may decide to expel a member by a decision to that effect, taken by a majority of at least two-thirds of the votes cast.

6.9. Where a membership ends in the course of the Society’s year, the member shall still owe the annual dues for that entire year.

6.10. The Main Board may suspend a member who violates these Articles or regulations or decisions of the Society or unreasonably acts in a manner prejudicial to the interests of the Society. The Main Board shall determine how long the suspension shall last, but no suspension shall last longer than six (6) months. The suspension may be appealed to the General Assembly. The provisions of article 6.6 regarding “appeal” shall apply.

6.11. Before the Main Board makes any decision to expel a member or cancel a membership, the member concerned shall have an opportunity to make comments before the Main Board. At the hearing where the member makes these comments, the member may be assisted by counsel.

Benefactors

Article 7

7.1. Benefactors shall be admitted as such by the Executive Committee. The Executive Committee may revoke the status of benefactor by a written statement of termination.

7.2. Benefactor payments are negotiated between the Benefactor and the Executive Committee.

Funds

Article 8

8.1. The Society’s funds shall consist of the annual dues of the Ordinary Members and Supporters, Benefactor donations, testamentary dispositions, legacies, gifts and other revenues.

8.2. Each Ordinary Member and Supporter shall owe annual dues. The amount of these dues shall be set by the General Assembly. Honorary members shall be exempted from annual dues, unless the General Assembly expressly stipulates that the honorary members shall owe annual dues as described above. The amounts owed annually must be paid in a way to be determined by the Executive Committee.

8.3. The Society’s funds must be spent in conformity with the Society’s purpose.

The IMCG Main Board and the Executive Committee

Article 9

9.1. The IMCG Main Board shall consist of at least eleven and no more than fifteen Ordinary or Honorary Members. The members of the Main Board shall be appointed from among the Members of the Society. Nominations for election to the Main Board must be made by Ordinary Members of the Society in writing and must be in the hands of the secretary of the Executive Committee (see Article 9.2) at least 14 days before the biennial General Assembly meeting. Each nomination must be proposed and seconded by two fully-paid up Ordinary Members and accompanied by a signed statement of willingness to stand for election by the nominated person. Should nominations exceed vacancies, election shall be by ballot of all Members. In these Articles and in any regulations adopted or decisions made pursuant to these Articles, the terms "ballot", "vote" and "voting" shall refer to anonymous voting by secret ballot. It is the responsibility of the recipient Secretariat to remove evidence of the sender's identity from postal and electronic votes before passing these votes to the electoral officials.

9.2. The chairman, general secretary and treasurer shall be elected from the Main Board by ballot of the Main Board Members. In addition, two further Board Members selected by ballot of the Board Members shall, together with the duly-elected chairman, secretary and treasurer, comprise the IMCG Executive Committee. The Executive Committee is responsible for day-to-day management of the organisation.

9.3. The Executive Committee, in addition to having responsibility for day-to-day management, is answerable to the Main Board in all matters, and will refer all issues having major significance for the IMCG to the Main Board or, where appropriate, the whole Membership, for a decision.

9.4. The Main Board may in addition appoint not more than 7 co-opted members, provided that no more than one third of the Main Board would thus consist of co-opted members. Each appointment of a co-opted member shall be made at a special Board Meeting under Article 10.3.c and shall take effect from the end of that meeting, unless the appointment is to fill a place which has not then been vacated, in which case the appointment shall run from the date when the post becomes vacant.

9.5. The General Assembly may suspend or dismiss members of the Main Board, or remove them from the Executive Committee, at any time, but must state reasons for such suspension, dismissal or removal. The General Assembly may suspend or dismiss a member of the Main Board, or remove them from the Executive Committee, only by a majority vote of two-thirds of the votes cast. A member of the Main Board may also be suspended or dismissed or removed from the Executive Committee in the following instances:

a. if the member is unable to continue in office by reason of a mental or physical condition;

b. if the member has not paid their membership fee, even when reminded by the Executive Committee to do so;

c. if the member has, without reasonable statement of reason, not participated in the meetings and discussions of the Executive Committee or Main Board (as appropriate), for a period of 14 months.

In all these Articles of Association and in any regulations adopted or decisions made pursuant to these Articles, the terms "meet", "present" and "participate" shall mean actual presence or participation, or presence or participation through written or electronic means.

9.6. Any suspension of a member of the Main Board or Executive Committee shall end where the General Assembly does not decide to dismiss or remove Executive Committee status from the suspended member at the next General Assembly or Extraordinary General Assembly. The suspended member shall be allowed an opportunity to explain his or her actions before the General Assembly or Extraordinary General Assembly and may be assisted by counsel on that occasion.

9.7. Members of the Main Board shall normally be appointed for a period of no more than three terms. In this context, “one term” shall be a period between two consecutive biennial General Assembly meetings. The members of the Main Board shall step down in conformity with a schedule set by the Executive Committee. Any member of the Main Board who steps down in conformity with the schedule shall be eligible for immediate re-appointment. The term in office of members of the Main Board shall begin immediately after the meeting at which they are appointed. If, however, an appointment is made for an Main Board position which is filled at the time of the appointment, then the term in office of the member so appointed shall begin as soon as that position is vacant.

9.8. Existing vacancies shall be filled as soon as possible. However, the Main Board shall retain its decision-making authority even where it does not have its full number of members.

9.9 Members of the Main Board must:

a. have reached the age of eighteen years, and

b. have signed a statement accepting the Main Board position and declaring intent to act in the interest of the Society .

9.10. A member of the Main Board may resign from that position at any time, but only if at least five members of the Main Board will remain in office when the notice of resignation is to take effect.

9.11. No member of the Main Board may at any time make any claim on the capital or property of the Society, or derive profit through the exploitation of the Society’s property.

9.12. As an exception to Article 9.11, a member of the Main Board may receive compensation where the member or a company run at the member’s expense has certain knowledge or skills that the member has used to benefit the Society at the Main Board’s request. However, the following conditions must be satisfied:

a. The majority of the Main Board may in no case benefit from this rule, and

b. The member of the Main Board who asserts an entitlement to compensation may not participate in the Main Board meeting at which the Main Board decides whether the compensation will be awarded and, if the compensation is awarded, what its amount will be.

9.13. Each member of the Main Board may receive compensation for the performance of activities for the Society, provided that the conditions of Article 11.1a and 11.1b, are met.

Article 10

10.1. The Main Board shall be charged with the governance of the Society. The Main Board delegates tasks and powers to the Executive Committee, but retains the right to revoke such delegation.

10.2. a. The Main Board shall represent the Society.

b. Members of the Executive Committee shall also have power to represent the Society.

10.3. a. The Executive Committee should meet together at least twice annually. The Main Board will meet biennially. All members of the Main Board will, however, remain in regular contact by ensuring that all relevant correspondence is copied to all members of the Main Board.

10.3.b. Although the Executive Committee has the authority to make day-to-day decisions on behalf of Main Board, the Executive Committee must put proposals for more significant decisions before the Main Board. This will be done at least 21 days before such decisions must be made. Members of the Main Board must lodge any objections within this period. If no objections are received from a member of the Main Board by the end of this period, it will be taken that the Board Members have no objections and that the proposal has the approval of the Members. If comments result in a split decision within the Main Board, the Executive Committee will consult again with all Board Members and, taking into account all such consultations and representations, will make the final decision.

10.3.c. The Main Board shall also meet where the chairman, the Executive Committee, or at least three members of the Main Board request a meeting. A meeting of the Main Board shall be called by a written notice to all members of the Main Board. The notice shall state the date, location and time of the meeting, and shall be given at least 30 days in advance of the day on which the meeting shall be held. The notice shall announce what subjects shall be discussed at the meeting. However, if the meeting is called to appoint an additional member of the Main Board as referred to in Article 9, section 3, the notice must be given to all members of the Main Board at least 60 days in advance of the day on which the meeting is held.

10.3.d. A valid decision at the Main Board meeting can be made only where at least one-third of the members of the Main Board participate.

10.4. The chairman shall act as chairman at meetings of the Main Board and the Executive Committee. If the chairman is absent from any meeting, the members of the Main Board or Executive Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.

10.5. Every matter shall be determined by a majority of votes of the members of the Main Board (in the case of a Board Meeting) or Executive Committee (in the case of an Executive Committee Meeting) present and voting on the question but in the case of equality of votes the chairman of the meeting shall have a second or casting vote.

10.6. The Main Board and Executive Committee shall keep minutes, in files kept for the purpose, of the proceedings at meetings of the Main Board or the Executive Committee and any subcommittee.

10.7. The Main Board has authority to make decisions to enter into agreements to acquire, transfer title to, or encumber registered property as “registered property” as defined under French law. The Main Board also has authority to enter into agreements whereby the Society

a. is obligated as a guarantor or jointly and severally liable debtor, or

b. guarantees the debt of a third party, or c. provides security for the debt of another.

Article 11

11.1. In furtherance of the objects but not otherwise the Main Board may exercise the following powers:

a. power to raise funds and to invite and receive contributions provided that in raising funds the Main Board shall not undertake any substantial permanent trading activities;

b. power subject to any consents required by law to borrow money and then charge all or any part of the property of the Society with repayment of the money so borrowed;

c. power to employ such staff as are necessary for the proper pursuit of the objects (members of the Main Board cannot be so employed) and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;

d. power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;

e. power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;

f. power to hold workshops, seminars and conferences solely, or in conjunction with other similar organisations, in furtherance of the objects;

g. power to commission research in support of the objects and to publish the results of such research;

h. power to appoint and constitute such advisory and sub committees as the Main Board may think fit;

i. power to do all such other lawful things as are necessary for the achievement of the objects.

11.2. The Main Board may grant a power of attorney to one or more members of the Board, or Executive Committee, or to other persons. This power of attorney shall be an authorisation to represent the Society within the limits of the power of attorney.

The General Assembly

Article 12

12.1. The General Assembly shall be open to any member not suspended and to anyone who has been invited by the Main Board or the General Assembly. A suspended member may enter the General Assembly meeting at which the decision to suspend will be discussed, and may speak at that meeting on the subject of the suspension.

12.2. The Ordinary Members described above shall be entitled to vote in the General Assembly. Supporters will not have the right to vote. Each Ordinary Member so described shall have one vote. This vote may be cast in person at the General Assembly, or it may be cast in the form of a paper or electronic postal vote provided to the IMCG Secretary at least 7 days prior to any General Assembly. Each member who is entitled to vote may alternatively grant a power of attorney in writing to another member who is entitled to vote to the effect that the second member may cast the vote of the first member. No member entitled to vote may have a power of attorney for more than two persons.

12.3. A unanimous decision by all those entitled to vote in the General Assembly shall have the effect of a decision of the General Assembly, even if those entitled to vote are not convened in the General Assembly when that decision is made. However, this decision shall only have the effect of a decision of the General Assembly if the Main Board is notified of the intention to vote on that topic in advance and has thus been able to give the entire Membership an opportunity to be informed about the topic.

12.4. The chairman of the Main Board, or the chairman of a General Assembly described under Article 15.3, shall decide in what manner the ballots to be considered by the General Assembly shall be held. However, the Executive Committee is responsible for ensuring that appropriate information and voting papers are provided to all Members in sufficient time for postal votes to be returned and considered by the General Assembly.

12.5. All decisions shall be by absolute majority of the votes cast, unless a larger majority is required by statute or these Articles. In the event of a tie, the vote of the chairman shall be decisive. In the event of a tie regarding the election of a person, lots shall be cast again. In the event that there is an election involving more than two persons and no one person obtains an absolute majority, there shall be a second ballot between the two persons who obtained the highest number of votes in the first ballot. If necessary, intermediate ballots may be held.

Article 13

13.1. The chairman shall preside over the meetings of the General Assembly. If the chairman is absent, the members of the Main Board present shall choose one of their number to be chairman of the meeting. They shall make this choice before any other business is transacted. If no members of the Main Board are present, the General Assembly shall determine who shall preside over the meeting.

13.2. The chairman shall decide when a decision has been made by the General Assembly. This decision by the chairman, made at a General Assembly meeting, shall be final. The chairman shall also decide what the substance of a decision is, to the extent that the decision concerns a proposal that has not been expressed in writing.

13.3. The general secretary or a person designated by the Main Board shall take minutes of business transacted at General Assembly meetings. These minutes shall be adopted in the same or the next General Assembly meeting, and shall be signed by the chairman and general secretary of that meeting.

Article 14

14.1. The Society’s financial year shall be the calendar year. At least one General Assembly meeting shall be held every two years. This meeting must be held within six months of the end of the financial year, but the General Assembly may extend this term. In this General Assembly meeting, the Main Board shall present its biennial report on the state of affairs in the Society and on its policy. The Main Board shall submit the balance sheet and the statement of profit and loss to the General Assembly with explanatory notes. These documents shall be signed by the members of the Main Board. If the signature of any member of the Main Board is absent, this absence shall be noted and its reason stated.

14.2. If a statement by an accountant as described in [French Civil Law] is not presented to the General Assembly regarding the accuracy of the documents referred to in Article 14.1, the General Assembly shall annually appoint a auditing committee of at least two members who are not part of the Main Board.

14.3. The Main Board shall send the documents referred to in Section 1 to the auditing committee at least one month in advance of the day of the General Assembly meeting at which the documents will be discussed. The auditing committee shall examine the documents and present its findings to the General Assembly.

14.4. The Main Board must submit to the auditing committee any information requested by the auditing committee for its inquiry. The Main Board must also, upon request, present the cash in hand and all securities, and permit a review of the books and documents of the Society.

14.5. If the auditing committee believes that this inquiry requires special accounting expertise, the auditing committee may hire an expert to assist it at the Society’s expense.

Article 15

15.1. In addition to the General Assembly meeting referred to in the previous article, the Main Board may convene General Assembly meetings as frequently as it considers needful.

15.2. General Assembly meetings shall be called by the Main Board. The general secretary shall normally give at least 12 months' general notice of the General Assembly to all the members of the Society. The notice shall specify the time, place and general nature of the business of the meeting. The general secretary shall then give at least four months’ notice of the detailed agenda for this General Assembly meeting. Outline approval for the location and general time of each biennial General Assembly will normally be given by decision of the preceding General Assembly.

15.3. Where at least one-tenth of the members eligible to vote so request in writing, the Main Board must convene a General Assembly meeting no later than three months after the submission of the request. If the request is not honoured within three months after the submission of the request, the persons making the request may convene a General Assembly meeting personally. In this event, these persons may designate persons who are not members of the Main Board to preside over the meeting and take minutes.

15.4. Where the General Assembly meeting has not been called by written notice, the General Assembly may nevertheless make decisions that are legally binding. For the decisions to be legally binding, there must be present at the meeting at least a number of persons entitled to vote equal to half of the number of votes that may be cast in a meeting where all members are present. Also, for a decision to be legally binding there must be no objection by a member or by the Main Board against making decisions. Where the General Assembly meeting is called within a shorter term than the required term, the General Assembly may nevertheless make decisions that are legally binding. However, the decisions shall not be legally binding if a number of those present equal to those entitled to cast one-tenth of the votes in that meeting shall object. The provisions of this section shall also apply to decision-making by the General Assembly meetings regarding subjects that are not listed on the agenda.

Amendment of these Articles

Article 16

16.1. These Articles may only be amended by decision of the General Assembly. The notice convening a General Assembly meeting at which such a decision will be discussed must state that amendment of the Articles will be proposed at that meeting.

16.2. Anyone convening a General Assembly meeting for the purpose of discussing a proposal to amend the Articles must make a verbatim copy of that proposal available for review by the members at a suitable location at least thirty days in advance of the day of the meeting.

16.3. An amendment of the Articles may only be adopted by a majority in the General Assembly of at least two-thirds of votes cast.

16.4. The amendment to the Articles shall not take effect until after a notarial instrument of the amendment has been drawn up. Any member of the Main Board is authorised to execute the notarial instrument of the amendment of the Articles.

16.5. The provisions of sections 1 and 2 of this Article shall not apply where all those entitled to vote are present or represented in a General Assembly meeting and the decision to amend the Articles is unanimous.

16.6. The members of the Main Board must file a certified copy of the instrument of amendment of the Articles, and a full text of the entire Articles as amended, at the Register of Societies maintained by the Chamber of Commerce.

Dissolution and Liquidation

Article 17

17.1. If the Main Board considers it necessary or advisable to dissolve the Society, it must convene a special members’ meeting. The provisions of Article 16, sections 1, 2, 3 and 5 shall apply.

17.2. At the meeting described in section 1, the General Assembly shall decide how any funds shall be used. Funds shall be used in conformity with the purpose of the Society as far as possible.

17.3. Liquidation shall be by the Main Board.

17.4. Subsequent to liquidation, the Society shall continue to exist to the extent that such existence is needed for the liquidation of the assets of the Society. During the liquidation, the provisions of the Articles shall remain in force as far as possible. In documents and announcements issued by the Society, the words “in liquidation” shall be added to the Society’s name.

17.5. The Society shall cease to exist when no known assets exist, as judged by the Society itself and by its liquidator(s). The liquidator(s) shall enter an item in the register indicated in section 6 of Article 16, to the effect that the Society has ceased to exist.

17.6. The books and documents of the dissolved Society must be stored for twenty years from the end of the liquidation and afterwards be transferred to a suitable public archive. The liquidators shall designate a person for the storage and identify a likely suitable archive.

Regulations

Article 18

18.1. The Main Board and the General Assembly may adopt and amend one or more regulations, whether internal regulations or otherwise. These regulations may cover subjects not covered or not covered completely by these Articles.

18.2. No regulation may contain any clause that violates statutory law or these Articles.

18.3. The provisions of Article 16 sections 1, 2 and 5 shall apply to decisions to adopt or amend a regulation.

Article 19

19.1. The Main Board may create committees comprising three or more members of the Society. Such committees may perform inquiries and other activities designated by the Main Board. The committees may be created for such a period of time as the Main Board may consider necessary or advisable. The committees must give an accounting at least once annually to the Main Board.

Article 20

20.1. Any notice required to be served on any member of the Society shall be in writing and shall be served by the general secretary or the Main Board on any member either personally or by sending it through the post (prepaid) addressed to such member at his or her last known address, and any such letter so sent shall be deemed to have been received within 21 days of posting.