ANGLOPHONE GROUP OF LANGUEDOC ROUSSILLON (AGLR)

RULES AND REGULATIONS

AGM December 10 th 2010

1) Membership and Subscriptions

1.1 Membership shall be considered in accordance with Article 6 of the Statutes and rule 1.9. (See below).

1.2 Application for membership must be made on the prescribed form available on the AGLR web site, which should be sent to the Membership officer. Membership becomes effective only after confirmation upon payment of dues with a cheque written in EURO on a bank registered in France or by credit/debit card via the AGLR internet site. Each family is one membership and carries only one vote

1.3 Persons who are eligible for membership but who are not yet members may attend not more than two meetings and one special event in a single Group year without becoming members. This privilege may not be extended into subsequent years.

1.4 Membership is renewed in the autumn of each year on an annual basis. The membership fee shall be decided by the Board and announced in the June Newsletter prior to the forthcoming Group year. (For persons joining the Group at various points during the year, the Membership Officer will apply a reduced rate.) The final date for payment of dues will be announced in the September Newsletter. For any member paying after the final date, there will be a reinstatement fee. Any member who fails to pay his or her dues following the final date ceases to be a member. (In cases where there is held to be exceptional circumstances the Board may at its absolute discretion extend this date.) Subsequent application for reinstatement may be made to the Board, but will only be considered under Article 6 of the Statutes.

1.5 All members of the Board are to be considered ‘Honorary members’. (See Article 5 of the Statutes). Honorary members are not required to pay annual dues.

1.6 The title of Honorary Member may be conferred to any member at the discretion of the Board should it deem it to be of merit. Honorary members are not required to pay annual dues.

1.7 As and when children of existing members (see Article 6 section (b) of the Statutes) at the age of 18 years on January 1st, they cease to be members under their family membership. They must apply under their own name for individual membership in accordance with Article 6 section (b) of the Statutes. Providing that at least one parent is Anglo American (see Article 6 of the Statutes) they will be considered as Anglo American themselves.

1. 8 On the 1 st January each year it will be calculated to ascertain the number of non-Anglo American memberships in the Group, (see Article 6, section (b) of the Statutes. Should the number of such memberships be less than one sixth of the total number of memberships at that time, then the Board can allow applications to be submitted from a waiting list. The Membership officer will keep this waiting list in a fair and just order and report to the Board on such at each Board Meeting.

1. 9 If the Membership officer has doubts over the eligibility of any application, he/she shall defer the application for a Board decision on its eligibility. The Board shall have absolute discretion whether to accept or reject any application for membership and shall not be bound to disclose reasons for any acceptance or rejection.

2) Group Meetings

2.1 All Group meetings will be held in the English language.

2.2 All activities will normally be held in the English language. In particular, children attending Children’s Groups must speak English.

2.3 The Annual General Meeting shall be held in the Autumn.

2.4 Ordinary General Meetings shall take place as and when the Board considers necessary. These meetings are intended to be a platform for Members to ask questions and bring forward new ideas to help the Group function more efficiently, (see Article 10 of the Statutes).

2.5 Thirty memberships shall constitute a quorum for all Ordinary General Meetings.

3) The Board

3.1 The Board shall be made up in accordance with Article 8 of the Statutes and two thirds of the Board shall be Anglo American (as defined in Article 6 of the Statutes).

3.2 The election of Board members shall be held at the Annual General Meeting of each year. If the election should be postponed, the last elected officers shall remain in office until their successors are elected.

3.3 With the exception of the President, Boards members shall be elected for a period of three years and may subsequently seek re-election.

3.4 In the May Newsletter preceding the Annual General Meeting, the Board shall advise members of the names of the officers, with their job description, who offer themselves for re-election and shall invite members to submit the names of other candidates who can fulfil these specific roles by 31 st May. For example, if the Treasurer is up for re-election, a member willing to stand for that position should be nominated to challenge for that particular role at the election. Should there be any other Board vacancies due to resignations, Members will also be advised of the job descriptions and invited to submit the names of candidates who can fulfil these specific roles before 31 st May.

3.5 The President and Vice President proposed by the board and ratified by the members AGM shall be Anglo American (as defined in Article 6 of the Statutes).

3.6 The President is elected for a period of three years only and cannot seek immediate re-election.

3.7 The Board may, by resolution, appoint any member to act during the absence of an elected officer or to complete the unexpired term of an officer who has resigned. The Board may also appoint a member as an Associate member of the Board for a period of one year if it deems it necessary. An Associate Board member has no voting rights or any other privileges, but may attend the monthly Board meetings. They also have the privilege of paying only 50% of the annual fee.

3.8 The Board may invite one or more advisors or consultants, chosen from among the members for particular experience or qualifications of value to the Group, to attend Board meetings and/or Committee meetings. However, such members will not be members of the Board or Committee and will have no vote. The Board may exceptionally invite non-members to its meetings.

3.9 The Board shall have full authority to take such action, consistent with the Statutes, as it deems necessary in the best interest of the Group. It may create new Committees or Offices and revise or dissolve existing Committees and Offices as necessary.

4) Responsibility of the Board

4.1 The Officers of the Board shall have the following powers:

a) The President is responsible for the execution of the Board’s decisions and for the smooth running of the Group. He/she will represent the Group before the Courts and in all legal formalities. He/she presides at all meetings of the Board and of the Group, convenes and fixes the agendas of such meetings. He/she shall also be a member, ex officio, of all Committees and be advised of all Committee meetings in order that he/she may attend.

b) The Vice President assists the President and deputises for him/her should the need arise. The Vice President is responsible for keeping minutes of meetings, counting during election procedures and overseeing any requirements under Article 5 of the law of 1 st July, 1901 .

c) The Treasurer keeps the accounts of the Group and under the supervision of the President (or Acting President should the case be) makes all payments and receives all monies; with the authorisation of the Board he/she deals with the withdrawal, transfer and disposal of all assets.

d) No Board member shall have individual power; decisions shall be carried by a simple majority of the Board. (See Article 9 of the Statutes)

5) Responsibility of Membership

5.1 No individual member of a Committee shall have the power to commit the Group in writing or verbally on matters of policy or finance without previously having obtained the approval of the Board, or in the case of absolute urgency, the approval of both the President and a Vice President.

5.2 Statements regarding matters outside the Group to the press or other outside organisations are to be regarded as personal opinions. As such, the name Anglophone Group of Languedoc Roussillon or AGLR shall not be used without the express permission of the Board first having been obtained in writing.

5.3 No member shall use the name Anglophone Group of Languedoc Roussillon or AGLR for any agency, service, forum, medium, meeting or such, without the express permission of the Board first having been obtained in writing.

5.4 Statements concerning the Group to the Press or outside organisations shall be made only through the President or Vice President.

5.5 Members shall not use the Group for any political purpose or any other purpose that may cause offence, nuisance or complaint.

5.6 The membership list shall be given to non-members only with the approval of the Board.

5.7 In the case of violations of Rules 5.1, 5.2, 5.3 and 5.4, action shall be taken by the Board to censure, or suspend if necessary, the offending member or members.

5.8 Members wishing to advertise professional services will pay a fee according to the terms defined by the Board. In particular members advertising services to other members should also be seen to play an active role within the Group.

5.9 Members making reservations for Group functions for which the Group makes a per capita disbursement, are responsible for the cost involved if prior Board approval has not been obtained.

6) Finance

6.1 The Treasurer (not withstanding rule 4.1d) shall have charge of the funds of the Group and keep accounts of receipts and disbursements. She/he shall present monthly financial statements to the Board and an Annual Report for the Annual General Meeting.

6.2 The Treasurer shall draw up, in conjunction with the board, an Annual Budget to run from January to December.

6.4 The Treasurer, as directed by the Board, shall invest any surplus funds within the Group in a top rated, non-speculative and reasonably liquid fashion.

6.5 The Treasurer and the President shall be signatories for the Group. Transactions for a greater amount than 1500€ shall require both signatories.

7) Modification of Statutes and Rules & Regulations

7.1 Modifications to the Statutes or to these Rules & Regulations may be proposed by members for discussion at the Annual General Meeting. Written notice of such proposals must be submitted to the Board before the end of May, in time for prior discussion with the Board and for publication in the June Newsletter preceding the Annual General Meeting.

7.2 Discussion of such proposals shall precede the election of officers and shall be carried by a two thirds majority of those present to be adopted.