ARTICLES OF ASSOCIATION OF THE EUROPEAN TEST PUBLISHERS GROUP ("ETPG")

I. Name - Duration - Seat - Purpose

 

Art. 1

An Association within the meaning of Articles 60 seq. of the Swiss Civil Code has been formed under the name of:

European Test Publishers Group

(abbreviated as "ETPG")

The Association shall be subject to Swiss law, including the relationship with its Members.

The Association shall be for an indefinite period of time.

Art. 2

The legal seat of the Association shall be in Berne , s witzerland .

Art. 3

The aims of the ETPG are creating, maintaining and improving a psychological test publishing community in Europe .

The ETPG will not undertake any commercial activity, Members will not exchange individualised market data, will not give concrete suggestions to its Members leading to a harmonisation of behaviour among them.

Any ETPG member is unrestricted as far as individual relationships to non-member companies are concerned and will have access to results of joint activities according to their contributions.

II. Membership

Art. 4

The Association shall consist of Full Members and Associate Members

Art. 5

Eligible as a Member of the Association are European publishers of test and assessment materials. Only legal entities are eligible as Members.

The criteria for Full Members are that they should:

•  have psychological and psychometric publishing as a core activity

•  have a significant number or catalogue of tests: either in terms of number or of use and measurement excellence

•  observe professional and scientific testing standards of the territories in which they operate

•  have a significant position in their European markets

•  have a European registered office address and a staffed European-based office

The criteria for Associate Members are that they should:

•  have a significant number or catalogue of tests: either in terms of number or of use and measurement excellence

•  observe professional and scientific testing standards of the territories in which they operate

•  have a European registered office address and a staffed European-based office

Art. 6

The admission of Full and Associate Members takes place at the General Assembly by a 2/3 majority vote of Full Members and on the basis of a respective proposal of the Board.

Each Full and Associate Member shall be represented by a representative within the Member's organisation, responsible for the Member's respective business in Europe . Furthermore, each Full and Associate Member can nominate an appropriate substitute delegate. The name of the said delegates shall be notified to the Secretariat.

Art. 7

Resignations from the Association can take place at any time, subject to notice of resignation at least six months in advance by way of registered letter addressed to the President.

Art. 8

A Member can be excluded by a 2/3 majority resolution of all other Full Members for persistent contravention of the criteria laid ut in Article 5, for grave infringement of these Articles and/or for failure to pay its contributions to the Association after the second written reminder to effect such payments. The exclusion shall become effective immediately.

III  Organisation

Art. 9

The Association shall have the following organs:

•  The General Assembly

•  The Board

•  The Secretariat

•  General Assembly

Art. 10

The General Assembly shall be the supreme organ of the Association. Its meetings shall be convened by the Board, at once a year. Additional General Assemblies can be called upon request by one third of the Full Members. Such a request shall be addressed by registered letter to the Board by giving the reason thereof and by indicating the respective agenda.

Time and place of any General Assembly shall be determined by the Board which shall take into account any respective wishes of the Members, whenever possible.

Art. 11

Invitations to the General Assembly shall be made in writing (letter, telefax or e-mail) through the intermediary of the Secretariat, by indicating the agenda for the meeting. Confirmation of receipt required. Except in urgent cases, the invitations shall be delivered to the Full m embers at least four weeks before the date of the meeting.

On items raised at the meeting and which have not been contained in the agenda, a valid resolution can only be passed if all Full Members of the Association agree with the said resolution.

 

Art. 12

The President of the Association, or if he is prevented the Vice-President, shall take the chair.

The Secretary shall take minutes of the proceedings and which shall be signed by the Chairman and the Secretary. Each Member shall receive a copy of the minutes after the meeting. The minutes shall be deemed approved unless objections are raised to the Secretariat within one month of dispatch to the Members.

Art. 13

The General Assembly shall be qualified to take decisions if at least ¾ of the Full Members are present or represented.

A Full Member representing another Full Member needs a written and signed authorization by the latter.

Each delegate of a Member company may be accompanied at the General Assembly by one or two colleagues of that Member company, acting in an advisory capacity.

Art. 14

In the meeting of the General Assembly each Full Member shall have one vote.

Voting shall take place by show of hands unless a secret ballot is demanded by a Full Member.

Resolutions of the General Assembly require a 2/3 majority of the votes of the Full Members present or represented, subject to any special provisions to the contrary contained herein.

A Full Member is excluded from voting on resolutions concerning a legal transaction or a legal dispute between such Member and the Association.

Art. 15

Resolutions can alternatively be made in writing provided that no Full Member demands a discussion to the proposed motion at a meeting of the General Assembly. Should a Full Member give no indication as to whether or not he agrees to the passing of a circular resolution, this shall be taken as a rejection of the proposed way of a circular resolution. If all Full Members agree to such a circular resolution procedure, the resolution shall be deemed validly passed if at least ¾ of the Full Members agree thereto.

Art. 16

The General Assembly

•  shall be competent to make all resolutions which concern the objectives of the Association,

•  shall resolve on the admission and exclusion of Full and Associate Members,

•  shall elect the Board (including the President and the Vice-President), as determined in Article 17.

•  shall appoint the Secretariat (including the Secretary),

•  shall decide in all matters which are not delegated to other organs by these Articles or by a resolution passed by the General Assembly,

•  shall also be competent to establish by-laws proposed by the Board which supplement these Articles, the said by-laws to be agreed to in a meeting of the General Assembly.

•  shall be competent to modify or amend at any time the articles of the Association as stated in Article 27.

In particular, the General Assembly

•  shall determine by way of by-laws the signing authority of the organs representing the Association towards third parties.

The General Assembly

•  shall supervise the other organs of the Association and

•  shall be entitled to remove them at any time, without prejudice to any claims of the removed organ which might arise under the respective contractual relationship with the Association,

•  shall also approve the financial statement and the budget to be prepared by the Secretariat.

The Association shall not be competent to make or maintain decision and shall not make recommendations to all or individual Members as to any matters which might be in contravention of

•  the laws of the country of residence of a Member as far as it is informed thereof by a Member;

•  the legislation of the European Communities, in particular Art. 85 and 86 of the Treaty of Rome, the convention establishing the European Free Trade Association, in particular Art. 15 thereof, and the European Economic Area, or any amendments or modifications thereto.

The Association shall not carry on any activity which would bring it within the ambit of the provisions of the said Treaties and Conventions and which might require notification of these Articles or any by-laws thereunder. The Members shall ensure that their respective delegates in the Association shall fully adhere to and comply with the above principles.

a) The Board

Art. 17

The Board consist of representatives from Full Members nominated by those Full Members.

The General Assembly shall elect the representatives nominated by the Full Members by a simple majority of the votes of the Full Members present or represented at the meeting, subject to the provisions set forth below. The term of office shall be one year, re-election being permissible.

Each Full Member shall have the right to be represented on the Board by one delegate.

Each Full Member is entitled to invite a maximum of two further delegates to the meeting of the Board, such delegates attending in a consultative capacity.

The President shall be entitled to invite further delegates of the Members to the meeting of the Board, such delegates attending in a consultative capacity.

New elections to the Board shall take place at the first General Assembly meeting following expiration of the terms of office. Until such time, the old Board shall continue to carry out its duties.

Art. 18

The Board shall carry out the resolutions of the General Assembly and shall handle, and decide on, all affairs of the Association delegated to it pursuant to the law or these Articles. It shall decide on the convocation of the General Assembly and the drafting of written resolutions.

The Board shall represent the Association toward third parties, the respective signing authority being that as defined by the General Assembly pursuant to Art. 16 para. 1 above.

The members of the Board shall have an honorary function, viz. they are not entitled to any remuneration nor to the reimbursement of expenses normally incurred in the pursuance of their office.

Art. 19

Board meetings shall be convened by the President or the Vice-President whenever the affairs of the Association require so, at least, however, once each calendar year. Invitations to the Full members shall contain the agenda of the meeting and shall be sent to the Full members at least four weeks prior to the meeting, subject to shorter notice period in case of urgency. A Board meeting shall also be convened if at least 1/3 of the Members require so by making the respective submission, including the mention of the agenda, to the President or the Vice-President of the Board.

The Board constitutes a quorum within 2/3 of the Members present.

Art. 20

The Board shall take its decisions by a 2/3 majority of all members of the Board. The said decisions shall be recorded in minutes established and signed by the Secretary. Board Resolutions may be taken by circular letter to be signed by all members of the Board.

Art. 21

The Board shall be entitled to entrust certain matters to individual members or to committees and/or special working groups, the members of which do not need to be members of the Board and/or the Association.

It may also delegate some of its powers to the Secretariat, with the right of revocation at any time.

The Board shall be entitled to propose by-laws to the General Assembly setting forth the details of its organisation for the pursuance of its activities hereunder and in particular to determine the tasks and the reporting of any committee and/or special working group entrusted with the pursuance of certain matters of the Association.

b)  Secretariat

Art. 22

The management of the Secretariat shall be entrusted to a company suitable for this purpose and which is in a position to provide a suitable member of its staff as Secretary. The said company and the Secretary shall be appointed by the General Assembly, provided, however, that the Secretary so appointed shall have the right to substitute another suitable staff member of his company on a case by case basis and with the approval of the President or Vice-President.

The scope of the representation of the Association through the Secretariat and the Secretary, respectively, including the signing authority in respect thereof, shall be that as defined by the General Assembly pursuant to Art. 16 para. 1 above.

The appointment of the Secretariat and the Secretary, respectively, shall be for a period of one year, reappointment being permissible.

Art. 23

The Secretary shall keep the minutes of the meetings of the General Assembly and of the Board and shall carry out all tasks he is charged with by the General assembly and the Board, respectively. It is his duty to make known all facts coming to his attention which concern the general interest of the Association to the b oard for the attention of the General Assembly. The Secretary shall be entitled to submit proposals to the Board and to the General Assembly.

IV. Contributions and accounts

Art. 24

The Members are obliged to meet the costs of the Association in accordance with the principles set forth below.

The Full Members shall pay fixed annual fees. Associate Members will pay a reduced fee. These amounts will be determined by the General Assembly from time to time for running costs. Such costs are for administration, congress attendances according to the budget, with relating costs.

The remaining total costs of the Association shall be borne by the Members in accordance with the principles of cost allocation as resolved by the General Assembly from time to time.

However, in the event that specific projects will be pursued which are only in the interest of certain Members special budgets shall be made for such projects which shall, in principle, be financed by the respective Members only. The cost allocation in respect of such special budgets shall be determined between the respective Members on a case-by-case basis.

Resigning or excluded Members shall have no claim on the assets of the Association. They shall be liable for their contributions for the period of their membership.

Art. 25

The assets of the Association shall be administered by the Secretariat which shall account annually to the members in respect thereof. The Secretariat shall establish quarterly invoices to the Members covering the Association costs. The annual fee payable by the Members shall be invoiced by the Secretariat in January of each year.

All contributions to the Association are payable in a currency decided by the Board.

V. Dissolution

Art. 26

Dissolution of the Association shall be possible at all times by a resolution of the General Assembly passed with a majority of ¾ of the votes of the Full Members present or represented, subject to any dissolution provided for by the law.

VI. Closing Provisions

Art. 27

These Articles have been approved by the General Assembly dated

These Articles can be modified or amended at any time by a resolution of the General Assembly passed with a at least ¾ of the votes of the Full Members present or represented, except for those Articles where unanimous vote is required. Those can be changed by unanimous vote only.

Where no provisions are contained in these Articles, the provisions of the law apply. viz. Art. 60 - 79 of the Swiss Civil Code.

 

BY-LAWS TO THE ARTICLES OF ASSOCIATION OF THE EUROPEAN TEST PUBLISHERS GROUP ("ETPG")

concerning the Representation of the Association Towards Third Parties and the Signing Authority for the Association

Based on the powers vested in it pursuant to Art. 16 para 1 of the Articles of Association, the General Assembly enacts these By-laws on the Representation of the Association Towards Third Parties and the Signing Authority for the Association of the Board and the Secretariat and the Secretary, respectively, as follows:

All Association Business

Art. 1

Any acts in the course of business entrusted to the Board and the Secretariat, respectively, under the Articles of the Association shall be carried out by:

•  The President or the Vice-President and any one member of the Board, who shall act and sign jointly for the Association, or

•  any one member of the Board and the Secretary, who shall act and sign jointly for the Association

The minutes of the General Assembly and the Board meetings are delivered to the Members within four weeks after the meetings. They automatically become approved if there is no objection within one month after dispatch of the minutes to the members. in case of objection all members will be informed by the Secretary of such objections.

The date of the annual Board meeting and the General Assembly is normally set about one year in advance.

Art. 2

To the extent that the Board entrusts certain matters to individual members or to committees and/or special working groups pursuant to Art. 21 of the Articles, the persons so entrusted shall not have any right of representation of the Association towards third parties in contradiction to the principles set out in Art. 1 above unless the General Assembly shall define specific representation rights and respective signing authorities to the said persons' benefit by a resolution or by means of an amendment to the present By-laws.

Responsibilities

Art. 3

Any Member of the Association or any person mentioned in Art. 1 or 2 above who shall violate these By-laws shall be responsible for any damages caused by reason of said violation to the Association.

Final Provisions

Art. 4

These By-laws shall come into force upon its adoption by a resolution of the General Assembly.

These By-laws can be amended any time by a resolution of the General Assembly, such amendment(s) to be made in writing.