INTUG

NAME AND REGISTERED OFFICE
Article 1.
1. The name of the Association is: International Telecommunications Users Group Association, abbreviated to INTUG.
2. The Association’s registered office is at Heidestein 7, NL-3971 ND Driebergen, The Netherlands.

OBJECTIVES
Article 2.
1. The Association’s objectives are:
to promote the interests of all telecommunications users on an international basis and also everything directly or indirectly related or conducive thereto, all in the broadest sense.
2. The Association aims at achieving its objectives at the discretion of the Supervisory Council (the “Council”) by:
a. fostering the development of telecommunications policies, services, equipment, standards and regulations best suited to users needs, at prices attractive to users;
b. pursuing, organizing and participating in studies to determine present and future user needs, and disseminating their findings to stakeholders;
c. promoting co-operation between national user groups and assisting the formation of user groups where there are none;
d. organizing and developing dialogue between users and national and international bodies, such as ITU, OECD, European Commission, Apectel, ICC;
e. providing an international mechanism to inform users on matters affecting telecommunications;
f. and by applying all other lawful means deemed useful or required for achieving the objectives set.

ASSOCIATION YEAR
Article 3.
The Association year coincides with the calendar year.

MEMBERSHIP
Article 4.
1. Membership shall be open to any person, organization or group acceptable to Council and subscribing to the objectives of INTUG, except where membership would create a conflict of interest. The Association comprises:
a. full members – national or international user associations with a formal constitution conforming to the objectives of INTUG;
b. associate members – organizations with an interest in international telecommunications products and /or services;
c. individual members – individuals interested in telecommunications products and/or services;
d. honorary members – individuals recognized by Council as having provided extraordinary service to the Association or in the context of the Association’s objectives.
Where in this Charter reference is made to the membership or members, this shall include all membership or member categories, unless the contrary is shown. The granting of membership shall be by approval of Council on the recommendation of the Board of Management (the “Board”).
Only full members are members as described in Book 2 of the Netherlands Civil Code.
2. The Board must keep a register, containing all members’ names and addresses. All members are obliged to inform the Board of a change of address forthwith.
3. Each full and associate member must appoint one individual as its permanent representative and must inform the Board of this in writing. In case of a change of representative the member must inform the Board of this in writing immediately. Individual representatives must uphold the interest of users.
4. Notice of intended resignation by a member shall be given not less than one month before the end of the calendar year

CONTRIBUTION
Article 5.
1. The Council may resolve that members must pay an annual subscription. Members may be divided into categories paying a different contribution.
2. The Council is authorized in specific cases to grant a full or partial exemption from the obligation to pay a contribution, based on a recommendation of the Board.

END OF MEMBERSHIP, SUSPENSION
Article 6.
1. Membership ends:
a. upon the dissolution or death of the member;
b. upon termination by the member;
c. upon termination by the Association;
d. upon expulsion.
2. A member may only terminate the membership in writing taking effect from the end of the Association year and with due observance of a notice period of one month, provided always that:
a. a member may terminate its membership with immediate effect within one month of being informed of a resolution to convert the Association into another legal form, to merge or to divide;
b. a member may terminate its membership with immediate effect within one month of becoming aware or being informed of a resolution by which its rights or its obligations -other than the obligations of a financial nature- are increased; the resolution shall then not apply to this member.
3. Membership or honorary membership may be terminated by the General Meeting. This may be the case when a member has ceased to fulfill the requirements for membership, if it does not fulfill its obligations towards the Association, and if the Association cannot reasonably be required to allow the membership to continue. Termination as referred to in this paragraph shall be with immediate effect.
4. Termination in breach of the provisions of paragraph 2 causes the membership to end at the earliest possible moment following the date of notification.
5. Members can be disqualified and expelled by the Council. A member may only be disqualified if it has acted in breach of the Association’s Charter, standing orders or resolutions, or prejudices the Association in an unreasonable manner. Disqualification causes membership to end with immediate effect.
6. If the membership ends in the course of an Association year, the annual contribution for the whole year shall nevertheless be due.
7. The Committee may resolve to suspend a member. A suspension which is not followed with three months by a resolution to terminate the membership shall end by the passage of this time.

RIGHTS AND OBLIGATIONS OF HONORARY MEMBERS
Article 7.
Honorary members have no rights and obligations other than those assigned and imposed on them by or pursuant to this Charter or the standing orders.

THE COUNCIL AND THE BOARD
Article 8.
1. The Board consists of at least five (5) officers. Only natural persons may be appointed officer. They are appointed by the General Meeting.
Only those may be appointed officer who:
a. are an officer of a member; and/or,
b. are a member of such a member.
The number of officers is determined by the General Meeting.
2. Candidates for the Board may be proposed by the Council, as well as on the recommendation of at least one full member.
3. The Chairman, Secretary and Treasurer and such other officers as the General Meeting considers desirable must be elected. An officer may hold more than one office.
4. The Board is formed by the Chairman, Secretary and Treasurer and the other officers of the Association. The Board is entrusted with the day-to-day affairs of the Association by the Council. The provisions of Article 10 apply mutatis mutandis to the Board.
5. The Council consists of the nominated representatives of the Full members of the Association and meets in conjunction with and under the same conditions as the General Meeting.

TERM, END OF BOARD MEMBERSHIP, SUSPENSION
Article 9.
1. Officers must resign not later than three years after their appointment according to a rotation schedule to be drawn up by the Board, provided always that they shall remain in office as long as the vacancy of the officer resigning by rotation has not been filled. A resigning officer can be reappointed immediately. Persons appointed to fill an interim vacancy shall take the place of their predecessor on the rotation schedule.
2. An officer shall also resign:
a. upon the termination of his membership of the Association;
b. if he is an officer as referred to in the fourth sentence of Article 8 paragraph 1: by ceasing to be an officer and/or a member of such a member;
c. if the membership of the member employing the officer concerned and/or of which he is a member, or of the member of which he is an officer, ends in whatever way;
d. on his retirement in writing;
e. if he loses the right to dispose of his property;
f. upon expiry of the time for which he was appointed.
3. If an officer is absent, fails or is unable to act, the other officers shall be charged with the management. If one or more officers are absent, the remaining officers or the remaining officer shall form a competent Board. Vacancies must be filled not later than at the next General Meeting.
4. Any officer, even one appointed for a definite period, may be dismissed or suspended by the General Meeting at any time. A suspension which is not followed by a resolution to dismiss, shall end by the expiry of this period.

RESOLUTIONS OF THE BOARD
Article 10.
1. The Board shall meet as often as this is required in accordance with the Charter or as the Chairman or another officer requires.
2. At meetings only valid resolutions may be adopted if at least half of the
officers are present or represented. Officers can attend using audio and/or video conferencing facilities too. An officer may be represented at a meeting by a fellow officer by written proxy sent to the Chairman; email communications are valid. An officer may only act as an authorized representative for one other officer.
The Board may also adopt resolutions in writing, provided that all officers have expressed themselves in writing on the motion concerned, including by electronic data carrier.
3. All Board resolutions must be adopted by an absolute majority of votes.
4. The Secretary must take the minutes of the proceedings at each meeting.
5. The opinion stated by the Chairman at a meeting on the outcome of a vote shall be decisive. The same applies to the contents of an adopted resolution, in so far as the vote was taken on a motion not put in writing.
If, however, the correctness of this opinion is challenged immediately after it has been stated, a new vote shall be taken, if the majority of the meeting or, if the original vote was not taken by roll-call or in writing, a person with voting rights so desires. This new vote shall cause the legal consequences of the original vote to lapse.

THE DUTIES AND AUTHORITY OF THE BOARD
Article 11.
1. The Board is charged with the management of the Association. The Board may grant one or more of its powers to others, provided they are described clearly. The person who exercises powers in this way, shall act in the name of and under the responsibility of the Board.
2. Testamentary dispositions may only be accepted with the benefit of inventory.
3. Provided with the General Meeting’s prior approval, the Board shall be authorized to conclude agreements to acquire, dispose of and encumber property subject to registration as well as to conclude agreements in which the Association binds itself as surety or joint and several debtor, warrants performance by or provides security for the debt of a third party.
4. Each year the Board must draw up a schedule of activities before a time to be determined by the General Meeting, with a related budget, and must submit these documents to the General Meeting for approval.
5. The Board requires the prior authorization or approval of Council for assuming obligations and/or making expenditures, if such an obligation and/or expenditure is not demonstrably related to the schedule of activities approved by the General Meeting, as referred to in paragraph 4 of this article, or if the amount which is included for this obligation and/or expenditure exceeds the budget related to that plan.
6. Notwithstanding the provisions of paragraph 5, the General Meeting and/or Council may require Board resolutions to be described in detail for its approval or authorization.

REPRESENTATION
Article 12.
1. The Association is represented by the Board. The Association may also be represented by two officers acting jointly.
2. The Board may resolve to grant authority to one or more officers as well as to third parties, to represent the Association within the limits of this authority. The Board may also resolve to confer a title on those with power of attorney.
3. The Board must report the granting of continuing authority to represent to the Trade Register of the Chamber of Commerce.

ANNUAL REPORT ACCOUNT RENDERED
Article 13.
1. The Board is obliged to keep records of the financial position of the Association and of everything concerning the Association’s activities, in accordance with the requirements arising from these activities, and to keep the books, documents and other data carriers in such a way that the Association’s rights and obligations can be known from them at any time.
2. The Board must publish its Annual Report on the course of events and the policy conducted by the Association at a General Meeting within six months of the end of the Association year, except where this period has been extended by the General Meeting. It must present the balance sheet and the statement of assets and liabilities with an explanation to the General Meeting for approval. These documents must be signed by the officers; if the signature of one or more of them is lacking, the reason for this omission must be given. Upon expiry of this period any member may demand from the joint officers at law that they fulfill these obligations.
3. The General Meeting must appoint an Audit Committee from the members of at least two persons who may not be members of the Board.
The Audit Committee must audit the documents referred to in the second sentence of paragraph 2 and must report its findings to the General Meeting.
4. If the auditing of the account rendered requires specialist accounting knowledge, the Audit Committee, subject to the approval of the Board, may be assisted by an expert at the Association’s expense.
The Board is obliged to provide the Audit Committee with all information required for its auditing work, if requested to show it the cash journal and the assets and to make the Association’s books, documents and other data carriers available for inspection.
5. The Board is obliged to keep the books, documents and other data carriers referred to in paragraphs 1 and 2 for a term of seven years.

GENERAL MEETING
Article 14.
1. Each year, not later than six months after the end of the Association year, a General Meeting the annual meeting must be held.
Matters to be discussed at the annual meeting include:
a. the Annual Report and the account rendered as referred to in Article 13 with the report of the Audit Committee mentioned therein as well as the schedule of activities with the related budget for the next Association year;
b. the appointment of the Audit Committee referred to in Article 13 for the next Association year;
c. the filling of any vacancies;
d. motions of the Board or the members, announced in the notice convening the meeting.
e. the establishment committees on special subjects. Each such committee shall have a member of INTUG as Chairman.
2. Other General Meetings are held as often as the Board deems such desirable.
3. The Board is also obliged to convene a General Meeting either at least one month before the date of the meeting at the written request of members together holding at least one tenth of the votes or, if such members so require on a date more than one month after the notice. If the request is not acceded to within fourteen days, those requesting the meeting may convene it themselves in accordance with Article 15.
4. Meetings may be attended by electronic conferencing.

MANNER OF CONVENING A MEETING AND ACCESS
Article 15.
1. The General Meetings must be convened by the Board. Meetings are convened by sending notices to the members’ addresses as contained in the membership register. They must be convened at least one month before the date of the meeting, not counting the day of the notice and that of the meeting.
2. The notices convening a meeting must include the matters to be discussed at the meeting.
3. Admission to the General Meeting shall be open to all the members who have not been suspended and to officers of the Association. The General Meeting shall decide on the admission of persons other than those referred to above.
4. Notices convening meetings and other communications to members may be by electronic communication.

VOTING RIGHTS AND ADOPTING RESOLUTIONS
Article 16.
1. Only the representatives of current and non-suspended Full Members are entitled to vote at meetings. Each of these members may cast one vote. Honorary members are not entitled to vote at meetings.
Each full member is authorized to appoint a proxy in writing. Each full member may only cast votes for three other full members.
2. Resolutions must be adopted by an absolute majority of votes validly cast, unless provided otherwise in this Charter.
Blank votes shall be considered as not having been cast.
3. If the votes are tied on a motion not concerning the appointment of persons, the motion shall be rejected.
4. Matters concerning persons shall be voted on in writing, unless the meeting decides to vote by acclamation.
If no absolute majority is obtained in the voting on the appointment of persons, a second vote shall be taken between the proposed candidates.
If then again no one has obtained an absolute majority, another round of voting shall be conducted, until either one person has acquired an absolute majority, or if the vote has been between two persons and the votes are equally divided.
With respect to the aforementioned rounds of voting (not including the second vote), voting shall each time be between the persons voted for in the preceding vote, but with the omission of the person obtaining the fewest votes in the preceding round of voting.
If the fewest votes were cast for more than one person, it shall be decided by lot which of these persons shall be eliminated from the new round of voting.
If there is a tie in the voting between two persons, it shall be decided by lot which of them has been elected.
5. A unanimous resolution of all the members, whether or not a meeting is held, shall have the same force as a resolution of the General Meeting, provided this is passed with the prior knowledge of the Board.
6. The judgment pronounced by the Chairman of the meeting that the meeting has adopted a resolution shall be decisive. The same applies to the contents of a resolution which has been adopted, in as far as voting was on a motion which had not been set out in writing.
7. If the correctness of this opinion is challenged immediately after it has been pronounced, a new vote shall be taken if the majority of the meeting or, if the original vote was not taken by roll-call or ballot, a person present and entitled to vote so desires. This new vote shall nullify the consequences of the original vote.

CHAIRMANSHIP MINUTES
Article 17.
1. The General Meeting must be chaired by the Board’s Chairman. If the Chairman is absent, one of the other officers to be appointed by the Board shall act as Chairman. If the chairman cannot be provided by this manner, the meeting shall provide for a Chairman itself.
2. Minutes must be kept of the proceedings of each meeting by or on behalf of the Secretary or another person appointed for this purpose by the Chairman, which must be signed by the Chairman and the Secretary after adoption by the General Meeting. The members must be informed of the contents of the minutes.
3. If a meeting is convened at the request of members with due observance of the provisions of Article 14 paragraph 3 of this Charter, those who requested the meeting may appoint persons other than committee members in charge of the meeting and of preparing the minutes.

COMMITTEES
Article 18.
1. The General Meeting may set up and abolish one or more committees.
2. The General Meeting shall determine the duties and powers of the committees.
3. The General Meeting may appoint to and dismiss from the committees its own members or other persons.

STANDING ORDERS
Article 19.
1. Any matter for which additional rules are required may be regulated by standing orders. Standing orders may not contain provisions which are in conflict with the law or the Charter.
2. The standing orders must be adopted and amended by the General Meeting.
The provisions in the next two articles concerning amendments to the Charter apply mutatis mutandis to adopting and amending standing orders.

AMENDMENTS TO THE CHARTER, MERGER AND DIVISION
Article 20.
1. No amendments may be made to this Charter other than pursuant to a resolution of the General Meeting convened with notice that an amendment to the Charter shall be proposed at this meeting.
A copy of the motion in which the proposed amendment is set out verbatim must be sent to the members and the representatives together with the notice convening the meeting.
2. A copy of the motion in which the proposed amendment is included must be submitted for inspection by the members at a suitable place at least five days before the General Meeting until the end of the day on which the meeting is held.
3. A resolution to amend the Charter may only be adopted by a majority of at least two thirds of the votes validly cast.
At least two thirds of the members must be present or represented at the meeting.
4. Unless at least two thirds of the members are present or represented at a meeting at which a motion for amendment to the Charter shall be discussed, a new meeting must be convened. At this meeting a valid resolution to amend the Charter may be adopted by a majority of at least two thirds of the votes validly cast irrespective of the number of members present or represented.
5. The provisions of this article apply mutatis mutandis to a resolution for a merger or division.
Article 21.
The provisions of Article 20 shall not apply if all the members entitled to vote are present at the General Meeting and the resolution to amend the Charter is adopted by a unanimous vote.
Article 22.
The amendment to the Charter shall not take effect until it has been set out in a notarial deed. Each officer shall be authorized separately to execute the aforementioned notarial deed.

DISSOLUTION
Article 23.
1. The Association may be dissolved pursuant to a resolution of the General Meeting. The provisions of Articles 20 and 21 will apply mutatis mutandis.
2. The Association shall continue to exist after its dissolution to the extent necessary for the liquidation of its assets.
Documents and announcements sent by the Association must then contain the words ‘in liquidation’ after its name. Liquidation is completed when the liquidators are satisfied that all assets have been accounted for.
3. The Association’s assets shall be liquidated by the officers. The provisions concerning appointment, suspension, dismissal and the supervision of officers shall remain in force. The remaining provisions contained in the Charter shall also remain in force wherever possible during the liquidation.
4. The credit balance after liquidation shall be used for purposes most in keeping with the objectives of this Association, as determined by the General Meeting.
5. After the liquidation the books and records of the dissolved Association must remain in the custody of the person appointed for this purpose by the General Meeting for seven years.

FINAL PROVISION
Article 24.
The Board shall be granted all powers within the Association which have not been granted to other bodies by law or by these Charter.

TRANSITIONAL CLAUSE
Article 25.
In deviation of the provisions in Article 8 the first officers shall be appointed by this deed.

APPOINTMENT OF OFFICERS
As first officers of the Association shall be appointed:
1. Mr. J. van Kokswijk, aforementioned;
2. Mr. Sergio Antocicco, aforementioned.
The Board shall be established as soon as possible in accordance with the provisions of Article 8.

POWERS OF ATTORNEY
The powers of attorney are evidenced by two (2) private powers of attorney that have been attached to this deed. The existence of the powers has sufficiently been proven to me, Civil-Law Notary

CONCLUSION
The persons appearing are known to me, Civil-Law Notary.
Furthermore I, Civil-Law Notary, communicated and explained the substance of the deed to the persons appearing, including the consequences ensuing from the contents of the deed.
The persons appearing declared that they had taken cognizance of the contents of this deed and that they concurred with its contents.
Immediately after its limited reading, this deed was signed by the person appearing and by me, Civil-Law Notary.
This deed was executed at Utrecht on the date first hereinabove written.