UPDATED ON 10 JUNE 2017

Law of 1 July 1901 and Decree of 16 August 1901 Association

1 – PURPOSE AND MAKE-UP OF THE ASSOCIATION:

ARTICLE 1

An association, governed by the Law of 1 July 1901 and the Decree of 16 August 1901, is hereby created by the persons who adhere to these bylaws, whose name is:

HumaniTerra International (HTI)

ARTICLE 2

The purpose of THE HUMANITERRA INTERNATIONAL ASSOCIATION is to provide surgical care to vulnerable and impoverished populations, and more generally to improve access to surgical care in the contexts in which this mission is vital. It may also engage in advocacy.

The association shall intervene through three chosen forms of action, in accordance with its Charter:

1 – Care: through its network of volunteer healthcare professionals, HTI shall intervene directly in developing countries by carrying out care missions. These missions shall provide an opportunity to perform operations on populations to which access is limited.

2 – Train: HumaniTerra’s aim is to empower healthcare human resources, all while fostering their autonomy. It is therefore vital to train healthcare professionals. The medical teams which shall make visits will provide this training, especially in the form of surgical mentoring. In addition, HumaniTerra can organise training programmes for healthcare professionals at French hospital facilities.

3 – Build and Rebuild: In order to stimulate the autonomy of healthcare infrastructure, in particular, hospitals, HumaniTerra contributes its expertise in construction, renovation of facilities, equipment and the organization of healthcare services. The association may perform detailed design studies for operating theatres, anaesthesia, intensive care and radiology units) with equipment which is suited to the local environment. Finally, in line with its constant desire to make infrastructures sustainable, HTI shall implement plans for services and facilities in collaboration with its partners and the heads of hospital departments who have been trained in advance.

ARTICLE 3

The association’s headquarters shall be located at:

11 Boulevard Baille – 13006 MARSEILLE

The location of the headquarters may be changed by decision of the Board of Directors. The association may open offices in the cities where needs have been identified.

ARTICLE 4

The Association shall be made up of active members, benefactor members and honorary members.

The amount of the dues shall be decided by the Board of Directors.

Active members are those who join the association by paying the annual contribution that is set by the Board of Directors for these active members.

Benefactor members are those who join the association by paying an annual contribution and a donation which are at least equal to those set by the Board of Directors for these benefactor members.

The title of honorary member may be awarded by the Board of Directors to persons who render, or have rendered, services to the association. This title confers upon those persons who have received it the right to attend the General Assembly without being obliged to pay dues.

ARTICLE 5

Membership of the association shall be lost:

– through resignation,

– upon death,

– when a member is struck off for a serious reason which jeopardises the fulfilment of the association’s purpose. The member concerned shall be notified by way of a recorded-delivery letter from the Board of Directors and summoned, within 8 days after the notice is sent, to a meeting during which (s)he shall be called upon to provide explanations.

ARTICLE 6

The association’s assets shall comprise:

– dues,

– grants from the government, départements, the regional authority, communes and all public authorities, embassies,

– grants from European and International institutions,

– private interests and cash and in kind donations,

– funds collected during charity events,

– the sale of various items.

2 – MANAGEMENT AND OPERATION

ARTICLE 7

The association shall be managed by a Board of Directors (BD) made up of members (10 to 15) who shall be elected for two years by the General Assembly.

The Board of Directors shall elect, from among its members, a committee made up of:

1) A President

2) A Managing Director

3) A Secretary-General

4) A Treasurer

ARTICLE 8

The role of the Board of Directors is to implement the decisions taken by the General Assembly and to steer the association’s strategy. It shall meet at least four times a year.

At least 5 members of the Board of Directors must be present for decisions to be valid. Decisions shall be taken by a majority of votes of those present; in the event of a tied vote, the President shall have the deciding vote.

Minutes of meetings shall be recorded. They must be signed by the President and one of the members of the Board of Directors who shall act as Secretary for the meeting.

The absence of an administrator from more than half of the meetings of the BD held during a year leads to his or her exclusion from the board.

If a member of the Board of Directors resigns during the course of the year, the Board of Directors may appoint a replacement until the next General Assembly is held. The term of office of the person who shall be elected by the General Assembly shall only run until the end of the term of office of the person who is replaced.

ARTICLE 9

The Ethics and Monitoring Committee shall ensure that HumaniTerra’s mission and the charter are adhered to. It shall be made up of 3 to 5 members. It shall be fully independent in organising its work. Matters may, however, be referred to it by the President of the association. Its President shall be appointed by the Board of Directors. The other members shall be designated by the President of the Ethics Committee after being approved by the BD. No member of the Committee may have any other responsibilities within HTI.

ARTICLE 10

Rules of operation, which shall be approved by the General Assembly, shall set out the ways in which the association shall work. ARTICLE 11

General Assemblies shall be attended by all members. It shall be held annually and each time it is convened by the Board of Directors or at the request of at least one quarter of the active and benefactor members.

The agenda must be received by members who are up to date with their dues at least fifteen calendar days before the General Assembly is held.

The agenda shall be set by the Board of Directors. Only matters which are on the agenda may be discussed during a General Assembly.

The Assembly shall hear the reports of the Board of Directors on the implementation of policy, the management of the association, its financial situation and compliance with the code of ethics.

It shall approve the accounts for the financial year that has ended, shall be informed of the budget for the following financial year, shall decide on the matters on the agenda and shall arrange for the membership of the Board of Directors to be renewed.

The decisions of the General Assembly shall be taken by a simple majority of the members present and represented. Resolutions and decisions shall be deemed valid where a quorum of at least 25% of the active members who are up to date with their dues and the benefactor members is present and represented. If a quorum is not present, a new General Assembly shall be convened as soon as possible. Resolutions and decisions shall then be adopted by a majority of the members present and represented.

If necessary, or at the request of half plus one of the registered members, the President may convene an extraordinary general assembly in the manner specified in these bylaws, solely in order to amend the bylaws or to dissolve the association or for decisions concerning immovable property.

The assembly shall be convened in the same manner as ordinary general assemblies.

Resolutions shall be adopted by a majority of the members present and represented.

ARTICLE 12

Expenditures shall be authorised by the President or any person duly authorised by him/her.

The association shall reserve the right to avail itself of paid positions if its operations require them.

The association shall be represented before the courts and in all civil matters by its President or by one of the members of the Board who has been duly authorised.

The members of the Board of Directors must enjoy the full exercise of their civic rights.

ARTICLE 13

Daily accounts shall be kept in accordance with the general chart of accounts, and a profit and loss statement, a balance sheet and an appendix shall be issued annually. These may be consulted by all voting members.

The general assembly shall appoint an auditor and a substitute auditor for 3 years as proposed by the Board of Directors, in accordance with legal and regulatory provisions.

3 – CHANGES, AMENDMENTS AND DISSOLUTION

ARTICLE 14

Any changes to these bylaws shall require an extraordinary General Assembly to be held. The documents shall be communicated at least fifteen days prior to the Assembly and the changes must be approved by a simple majority of the members present and represented.

ARTICLE 15

Within three months following the General Assembly, the President must inform the Prefect’s Office in the département in which the association’s headquarters is located of any changes in the management of the association and any changes made to its bylaws.

The Records of the association and its accounting documents shall be presented, without moving them, whenever requested by the Prefect, to himself/herself, his/her deputy or any official accredited by him/her.

The Minister of the Interior and the (relevant) minister may send delegates to visit sites established by the association and to ascertain how they are operating.

ARTICLE 16

The Board of Directors reserves the right to draw up internal regulations which shall be adopted by the general assembly and sent to the prefect’s office of the département.

ARTICLE 17

The association may only be dissolved if the Extraordinary General Assembly convened especially for this purpose so decides.

The General Assembly shall designate one or more Officers who shall be responsible for liquidating the association’s assets.

It shall attribute the net assets, in accordance with the law, by designating one or more other associations governed by the Law of 1901 as beneficiary of all of the assets.

Dissolution must be declared to the Prefect’s Office with authority over the location of the headquarters.

Marseilles, 10 June 2017

Hélène LE HORS ALBOUZE Jean-Luc CHUZEL

President Managing Director