ARTICLE 1 - NAME

The undersigned and all those adhering to the current statutes have decided to create a non-profit organization named “PlaNet Finance”, hereafter called “the Association”.

ARTICLE 2 - AIM

The aim of the Association is to eradicate poverty and social exclusion.

The Association will use the experiences and accomplishments of local financial institutions (microfinance institutions, MFIs) throughout the world aiming at providing banking services to those most in need in order to help them integrate or reintegrate productive society. This activity is generally referred to as Microfinance.

The Association will actively participate in the promotion of Microfinance by supporting all initiatives aiming at assisting and developing Microfinance.

The Association will finance and realize projects, in part or in full, in order to create tools capable of helping and accelerating the development of Microfinance. These include the creation and commercialization of Microfinance funds, the creation of specialized rating agencies and the training of managers working for Microfinance institutions.

The Association make regional, national and international institutions more aware of Microfinance. It will work alongside non-governmental organizations, non-profit groups, press agencies and private companies as well as in direct contact with people around the world.

The Association will in particular use new means of communication, such as the ‘Internet’ and other new technology, to promote its activities.

Research activities of the Association will consist in organizing seminars and conferences and publishing and exchanging information with universities and charitable organizations within the framework of Microfinance.

The Association will act as an “intermediate” between the financial, political and institutional communities and those involved in Microfinance by facilitating the implementation of specific projects and making them known throughout the world.

It will bring together Microfinance institutions by offering them various services, some of which will be reserved for their members.

The Association will be able to cooperate with other associations, groups, foundations, institutions or people pursuing the same aims.

The Association may own real estate, transferable goods and financial assets in order to achieve its social objective and for its own administration and may undertake any measures, actions or transactions, without limit in pursuit of this objective.

ARTICLE 3 - DURATION

The Association has no time limits.

ARTICLE 4 - HEADQUARTERS

The Headquarters of the Association are based at 13 rue Dieumegard, 93400 St Ouen, France.
They may be moved to a different location within the same Department on approval of the Board.

ARTICLE 5 - MEMBERS

Only legal bodies or individuals who undertake to permanently combine their knowledge or activities with the purpose of achieving the aims set out in Article 2 or who financially participate in the Association may become members.

ARTICLE 6 - MEMBERSHIP

All requests for membership to the present Association, provided in writing, will be submitted to the Board, who will give a decision on this request without having to justify it, whatever it may be.

ARTICLE 7 - LOSS OF MEMBERSHIP

Membership will be lost through:

• Resignation, addressed to the President of the Association;
• Death or loss of civil rights, for an individual;
• Bankruptcy or dissolution, regardless of cause, for a legal body;
• Non-payment of subscription fees, if they are two (2) months in arrears;
• Exclusion on any serious grounds, as decided by the Board once the party concerned has been invited, by registered letter, to provide a written explanation.

ARTICLE 8 - RESOURCES

The Association has at its disposal any resource not forbidden by current laws and regulations.

If a subscription fee is decided upon, the amount will be determined in the Internal Regulations of the Association and approved by the Board; this cannot be redeemed by members of the Association.

ARTICLE 9 - BOARD

9.1 Composition

The Association is managed by a Board composed of representatives of the four (4) voting colleges described further below and fulfilling the following conditions:

• Individuals must be of age, have full access to their civil rights, not be subject to legal proceedings or under guardianship or trusteeship;
• Legal bodies must neither be declared bankrupt nor dissolved for any reason;
• Representatives must not serve at the same time in more than three (3) associations.

The four (4) member colleges that make up the Board are as follows:

• Founder and ex-officio members, limited to twenty two (22) representatives;
• Microfinance professionals, limited to five (5) representatives;
• Donors and members, limited to two (2) representatives;
• Presidents of PlaNet Finance international offices, limited to fifteen (15) representatives.

Any member of the Board no longer meeting one of these conditions will be removed from office.

9.2 Nominations

9.2.1 College of Founding and Ex-officio Members

This voting college is made up of founding and ex-officio members who all sit on the Board.

Founding members are members of the Board who were present when the Association was created.

Ex-officio members are nominated by the President and co-opted by a majority vote by members of their own voting college.

9.2.2 College of Microfinance Professional members

Representatives of this college, selected from among members of the Association, are elected by a majority vote at the General Assembly.

9.2.3 College of Donor and Paying Members

The representatives of this college, chosen among members of the Association, are elected by a majority vote at the General Assembly.

9.2.4 College of Presidents of the PlaNet Finance International Offices

Members of this college are nominated by the President and selected by a majority vote by members of their own voting college.

ARTICLE 10 – RESELECTING BOARD MEMBERS

One third of the ex-officio representatives must be re-selected every three (3) years by the other members of their college by a simple majority.

For the duration of the first Board, one third of the ex-officio members, selected at random, will be re-selected during the first term of the fourth year. The second third will be re-selected during the fifth year and the final third during the sixth year.

Paying, donor and professional members are elected for one (1) year, renewable, by the General Assembly.

The representatives of the Presidents of Planet Finance International Law Organizations must be re-selected by thirds every three years by other members of their college by a simple majority. These representatives can be re-elected.

Should a vacancy arise following death, resignation or failure to meet the requirements set out in Article 9, the Board provides temporary replacement members. A permanent replacement will then be selected during the following General Assembly for the remainder of the mandate.

Should all the positions on the Board become available, a member of the Association will call a General Assembly with the sole aim of either electing new Board members or ordering the dissolution of the Association.

ARTICLE 11 - POWERS OF THE BOARD

The Board can make use of any powers necessary to make any decision not reserved to the General Assembly of members.

ARTICLE 12 - FUNCTIONNING OF THE BOARD

The Board will meet when called by its President or by at least half of its members.

Decisions are taken by majority vote of present or represented members.
Minutes are taken of Board meetings.

ARTICLE 13 - BOARD PRESIDENT

The Board will elect a President from among its members.

The President is elected for three (3) years, by majority vote, as long as the duration of presidential duties do not exceed his mandate at the Board.

The President can be re-elected.

ARTICLE 14 - PRESIDENTIAL POWERS

The President has the power to represent the Association at all times. In particular, the President can initiate legal proceedings on behalf of the Association.

The President can delegate this power to another member of the Board for a specific action. In case of legal representation, the President can only be replaced by an authorized proxy appointed by specific power of attorney.

ARTICLE 15 - GENERAL ASSEMBLY - COMPOSITION AND POWERS

The General Assembly is composed of all the members of the Association who have paid their subscriptions in full, if required, on the date the said assembly is called.

It is the only with the authority to:

• Nominate, re-select and dismiss Board members;
• Modify statutes, except for moving the headquarters, and order the dissolution of the Association;
• Oversee management of the President.

ARTICLE 16 - OPERATION OF THE ASSEMBLY

The General Assembly will meet at least once (1) per year as well as whenever necessary, when called by either the President of the Association or by one third of its members.

It will make decisions by majority vote of present or represented members.
It can only make decisions if:

• One third of the non-professional members are present or represented;
• At least five (5) of the professional members are present or represented.

By returning a blank proxy, or not returning any proxy after two (2) reminders by letter, e-mail or fax, members of the Association will be considered as voting in favor of adopting resolutions proposed by the representative calling the Assembly and as voting against adopting any other resolutions.

All resolutions to be proposed to the assembly will be attached to the convocation.

ARTICLE 17 - STATUTORY AUDITOR

The General Assembly may nominate a Statutory Auditor as well as a deputy. The Statutory Auditor will carry out any supervisory tasks according to professional standards and regulations.

ARTICLE 18 - INTERNAL REGULATIONS

Internal regulations will be established and may be freely modified by the President to define the terms of execution of the present statues, without having to be approved by the General Assembly of Association members.

These internal regulations will apply to all members of the Association.

ARTICLE 19 - DISSOLUTION OF THE ASSOCIATION

If the Association is to be suspended, the General Assembly of members will:

• Nominate one or several liquidators;
• Take any decision relating to the devolution of any remaining net assets without being able to provide Association members with more than their investment.

ARTICLE 20- FIRST PRESIDENT AND FIRST TREASURER

The first President is Mr. Jacques ATTALI.

The first Treasurer is Mr. Daniel HOURI.

ARTICLE 21 - CONSTITUTIONAL PROCEDURES

Mr. Jaques Attali, President of the Association, or any person appointed by him, is responsible for fulfilling the declaration and publicity procedures required by current laws and regulations in order to ensure that the present Association is recognized as a legal entity.