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TITLE I - DENOMINATION - OBJECT

Article 1 - Denomination

It is formed between the members with the present statutes an association, governed by the law of July 1, 1901 and the decree of declared August 16, 1901, in accordance with the provisions of this text and of the legislative texts which supplemented it, to the Prefecture of the Alpes-Maritimes, having for title : ASSOCIATION TGV PROVENCE - CÔTE D'AZUR

Article 2 - Object

This association is meant to implement all the necessary means to promote as soon as possible the realization of the High-Speed Line in the "Provence Alpes Côte d'Azur" Area, intended to strengthen the Mediterranean arch and constitute a key point in the european links.

The Association is allowed to carry out all the actions relating themsleves, directly or indirectly, to this social object or being able to further its realization.

Article 3 - Head office

The association head office is set up in Nice : 405 Promenade des Anglais - 06200 NICE - FRANCE

It may be transferred at any time on simple Board of Directors' resolution on President proposal.

Article 4 - Duration

The association life is unlimited.

The accounting period starts on January 1 and stops on December 31 of every year.

 
 

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TITLE II - ASSOCIATION COMPOSITION

Article 5 - Composition

The association is made up of founder members, adherent members and associate members

a/ Founder members
The founder members can be natural or artificial persons concerned or interested by the social object of Association at the time of its constitution.

b/ Adherent members
The adherent members can be natural or artificial persons concerned or interested by the social object of Association.

c/ Associate members
Artificial persons of public or private law in charge of a public utility or a collective interest mission can be associate members.

Article 6 - Approval Decision

To be accepted as adherent member and associate member, it is necessary to be approved by the office.

For this purpose, the candidates must give a file justifying their request and the office must accept them in the majority of the 2/3 of the present members.

If it refuses, the office does not have to make known the reason for its decision.

Article 7 - Loss of the membership of Association

The membership of Association is lost by natural or artificial persons

- which requires to withdraw Association.

- those whose Association Board of directors pronounced, in the majority of the 2/3 of the present members, radiation for serious reasons. This radiation can only happen after these representatives were heard.

- those which do not have a legal existence any more.

 
 

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TITLE III - ASSOCIATION BODIES

Article 8 - General meeting - Composition

The General meeting is made up of all the representatives of the founder, adherent and associate members.

Article 9 - Loss of the quality of representative of an artificial person

The artificial persons representatives and their substitutes are by name designated each one by their deliberating assemblies or their authorities.

They cease representing their authorities :

- in case of loss of their elective mandate.

- at the time of the total or partial renewal of the authorities or the assemblies which indicated them.

- if the authority or the deliberating assembly which indicated them decides some thus, then it must bring the legal proof of it to association.

Article 10 - Representation and capacities

Every representative of the founder and adherent members has one deliberating voice with the General meeting.

Every representative of the associate members has one advisory voice with the General meeting.

The elected representatives of the local authorities, publicly-owned establishments, consular rooms, companies or associations can only be represented by their substitute duly appointed by their deliberating authority

If the founder member representative and his substitute are absents, the vote by proxy is allowed for the benefit of a founder member representative. Only one procuration per anybody will be accepted.

If the adherent member representative and his substitute are absents, the vote by proxy is allowed for the benefit of an adherent member representative. Only one procuration per anybody will be accepted. The other artificial persons of private or public law are represented by their legal representative or any other person whom the organization will designate.

Article 11 - General meeting - Operation

The General meeting meets at least once the year, on convocation of her President with a simple letter.

It can validly be convened for extraordinary sessions, by resolution of the Board of Directors or on request for a quarter of the members of the General meeting

The convocation including the agenda fixed by the President must be addressed to the members at least 15 days before the meeting.

Article 12 - General meeting - Deliberation

The Meeting can validly deliberate only if 1/3 of its founder and adherent members is present.

In case of insufficiency of present members, a second Meeting must be convened by the President.

However this Meeting cannot be held less than 15 days after the first Meeting or a shorter time according to the urgency duly justified by the President in his convocation, without being lower than 5 days.

Then it can validly deliberate whatever the number of the present members.

The decisions are made in the simple majority of the present or represented voters members.

In case of division of votes, the President has the casting vote.

Article 13 - Free functions and expenses responsibility

The functions of the General meeting members, as well as those of the Office and Board of directors members, are free.

However, some members can receive specific missions that will generate expenses whose refunding can be authorized beforehand by the Board of directors.

After the Board of directors agreement, the exposed expenses are refunded by Association on a statement of expenses and production of receipts.

Article 14 - General meeting - Missions

It hears the Board of directors reports on the management and the financial and moral standing of Association.

It approves the accounts of the closed exercise, it votes the budget, deliberates on the agenda questions, and fixes the amount of the annual contributions on the Board of directors proposal.

Article 15 - Board of directors - Composition

Association is managed by a Board of directors made up of 60 members to the maximum, natural and artificial persons indicated by the General meeting.

The Board of directors will be able to associate for temporary duration any expert or representative of qualified organization without deliberative voice.

Article 16 - Office - Composition

The Board of directors elects in his centre an Office made of :

1 President
12 Vice-Presidents

1 Treasurer
1 Assistant Treasurer

1 Secretary
1 Assistant Secretary

For its deliberations, in case of division of votes, the President has the casting vote.

The Office is renewed every three years at the same time as the Board of directors.

Article 17 - Board of directors - Operation

The Board of directors meets each time the need is felt on convocation of its President or the request for 50% of its members.

The convocations must be made in writing 15 days in advance with the indication of the agenda.

The Board of directors can validly deliberate only if half of its members are present or represented.

In case of division of votes, the President has the casting vote.

The Board of directors is renewed every three years.

Article 18 - Board of directors - Capacities

The Board of directors is the body of decision and internal audit of Association for financial and administrative management.

It is invested with the widest capacities for the administration of Association. It can make all acts and operations returning in the object of Association and which are not especially reserved to the General meeting.

The Board of directors can be assisted by any expertise which it will consider useful, intended to help it for the decisions to be taken.

Finally it draws up the draft budget submitted to the General meeting and the management report.

Article 19 - President - Election - Attributions

The President is elected by the Board of directors for three years.

He chairs the General meeting and the Association Board of directors.

He decides the administrative provisions necessary to the correct operation of Association. If necessary he subjects the questions decided by the Board of directors for deliberated on the General meeting. He follows the application of the decisions taken.

He represents Association in all the acts of the civil life, and is invested of all capacities for this purpose. He is entitled to open all banking accounts, postal cheques, to go to court after Office's agreement, to authorize all transactions and to sign all contracts of related expenditure.

With the Board of directors agreement, he has the authority to take all financial commitments with regard to the thirds.

He can delegate whole or part of his capacities to the Vice-presidents or Treasurer.

Article 20 - Association Direction

Association is possibly directed by the Director named by the President after Board of directors' opinion and agreement.

The Director assists the President for the execution of Board of Directors' resolutions.

He animates and coordinates in particular the Association's actions.

He ensures the execution of the annual program by all the means placed at his disposal.

He prepares the annual budget of the expenditure and ensures administrative and financial management inside Association.

 
 

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TITLE IV - FINANCIAL MODE

Article 21 - Association Resources

Association resources are made up of :

1. Members' contributions. The contribution's amount will be fixed by the General meeting on the Board of directors proposal ; this one will be included in the subsidy of the members who allot one of them.

2. Members' subsidies.

3. On a purely additional basis, products of the studies and provisions of services carried out for the account of other organizations or communities after agreement of the Board of directors according to provisions of the rules of procedure.

4. Possible financial products.

5. Gifts and legacies.

Article 22 - Auditor

In accordance with the law, the General meeting appoints an Auditor and a substitute.

 
 

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TITLE V - RULES OF PROCEDURE - CONTROL

Article 23 - Rules of procedure

The Board of directors will establish rules of procedure in which will be defined operating of the Association's various bodies and the funds' management conditions.

Article 24 - Control

Association is subjected to the control provided for by the laws and regulations as public subsidies profitable Association.

 
 

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TITLE VI - STATUTES DISSOLUTION

Article 25 - Statutes modification

Statutes can only be amended on the Board of directors's proposal, by the General meeting sitting in Extraordinary Session and mading up of half its founder and adherent members at least, the decisions being taken in the majority of the 2/3 of the present members.

In case of insufficiency of present members, a new Meeting must be convened under the conditions aimed to article 12.

Article 26 - Association Dissolution

The Association's dissolution can only be decided under the conditions fixed above for the statutes' modification.

The General meeting, while deciding, designates a liquidator and reserved the credit according to the law.

 

Signatories :

François LEBLOND

Jacques PEYRAT