(As modified by the Council in January 2005)

1. Attendance at I.C.D.A. Events
2. Procedures for Council and General Meetings
3. Procedures for the election of Council Members
4. Membership Fees
5. Delegation of Authority
6. Premises

1. Attendance at I.C.D.A. Events

1.1 The attention of all participants will be drawn to ICDA Antitrust Policy Statement and Guidelines at the start of all events. They will be distributed to guests and speakers in advance of meetings.

1.2 There will be a special higher registration fee for non-Members attending ICDA events such non-Members thereby contributing to the general expenses of the Association.

1.3 Members are requested not to organise private functions conflicting with functions and
meetings of the Association.

1.4 No refund of registration fees will be made within 30 days of the opening date of the meeting, however, delegate substitution will be allowed.

2. Procedures for Council and General Meetings

2.0 Council Meetings :

2.0.1 The Secretary General acting upon instructions from the President (or one-half of the Members - I.C.D.A. By-laws Article 12), will have responsibility for the general organisation of such Meetings : venue, date, documentation, convening notices etc.

2.0.2 Prior information :
i) Means : all notices convening Council Meetings shall be in writing and sent either by e-mail, fax or post. The notice shall include a proxy form.
ii) Notice : all Council Members will be given at least 30 days prior notice of all Council Meetings; however, shorter notice (but not less than 7 calendar days) may exceptionally be given in the event of an emergency.
iii) Contents : Agenda
a) Primary responsibility for drawing up the Agenda lies with the President and the Secretary General.
b) Any Council Member may require that a specific matter be placed on the Agenda of the next Meeting. Any such request must be made in writing to the President in advance of the Council Meeting.
c) The Agenda will be reviewed by ICDA's legal counsel and communicated not less than 15 days prior to the Council Meeting.
d) Other documentation : the Secretary General will ensure communication of any other documentation necessary to enable the Council Members to be fully informed on all matters on the Agenda.

2.0.3 Conduct of Meetings :
i) The attention of all participants will be drawn to ICDA Antitrust Policy Statement and Guidelines at the start of all Council Meetings.
ii) Minutes of all Council Meetings will be taken by the Secretary General or by his/her assistant.
iii) The form of voting (secret ballot, show of hands, etc.) may be organised by the President as he thinks fit.

2.0.4 Post Meeting Information
i) Draft Minutes of the Meeting will be circulated by the Secretary General to all Members of the Council within 30 days of the Meeting. If no comments have been received within 15 days the Minutes will be deemed to have been adopted. The final version will then be sent by e-mail, fax or post to each of the Council Members. This final version will be approved at the following Council Meeting.
ii) Once so approved the final Minutes will be signed by the President.
iii) Responsibility for the safekeeping of the Minutes in a looseleaf binder at the Association's Registered Office shall lie with the Secretary General.

2.1 Annual or Extraordinary General Meetings

2.1.1 The Secretary General acting upon instructions from the Council (ICDA By-laws Article 9.0) will have responsibility for the general organisation of such Meetings : venue, date, documentation, convening notices etc.

2.1.2 Prior Information :
i) Means : all notices convening Annual or Extraordinary General Meetings shall be in writing and sent either by e-mail, fax or post. The notice shall include a proxy form.
ii) Notice : all Members will be given at least 60 days prior notice of all Annual or Extraordinary General Meetings. Only one notice will be sent to the designated representative of each Member Company.
iii) Contents : Agenda for the next meeting.
a) Primary responsibility for drawing up the Agenda lies with the Council.
b) Any Ordinary Member may require that a specific matter be placed on the Agenda. Any such request must be made in writing to the Council at least 45 days prior to the proposed date of the Annual or Extraordinary General Meeting.
c) The Final Agenda will be reviewed by ICDA's legal counsel and sent not less than 30 days prior to the Annual or Extraordinary General Meeting.
d) Only items contained in the Final Agenda (other than Any Other Business of secondary importance as determined by the Chairman) may be debated at the General Meeting.
e) Other documentation : the Council will ensure communication of any other documentation necessary to enable the Ordinary Members to be fully informed on all matters on the Agenda.

2.1.3 Conduct of Meetings :
i) The attention of all participants will be drawn to ICDA Antitrust Policy Statement and Guidelines at the start of all Annual or Extraordinary General Meetings.
ii) Minutes of all General Meetings will be taken by the Secretary General or by his/her assistant.
iii) The form of voting (secret ballot, show of hands, etc.) may be organised as the President thinks fit.
iv) No Ordinary Member may hold more than two proxies at any Meeting.
v) An Attendance Register shall be kept by the Secretary General.
vi) As provided by Article 9 of the By-laws, the Council, may if it deems it necessary, proceed with a postal consultation of the Ordinary Members. Since such a consultation will not give rise to the normal discussion and debate, the Council must restrict such postal consultations to matters which can be clearly and precisely defined. The Ordinary Members must be called to give their vote on clearly defined resolutions and must be provided with such additional background information as will allow them to form an advised and informed opinion on the matter on which they are consulted. Not less than 15 days may elapse from the date of receipt of the postal consultation and the date on which the replies are counted.

2.1.4 Post Meeting Information :
i) Draft Minutes of the Meeting will be circulated by the Secretary General to all Ordinary Members within 30 days of the Meeting. If no comments have been received within 15 days by
e-mail, fax or post the Minutes will be deemed to have been adopted. The final version will then be sent by e-mail , fax or post to each of the Ordinary Members. It will also be sent to each Associate and Affiliate Member for information purposes.
ii) Once so approved the final Minutes will be signed by the President.
iii) Responsibility for the safekeeping of the minutes in a looseleaf binder and the Attendance Register at the Association's Registered Office will lie with the Secretary General.

3. Procedure for the Election of Council Members

3.1 All Ordinary Members are ipso facto candidates for election to the Council provided they have expressed in writing their readiness to serve in the form of the "Declaration of Intent" provided by the Secretariat.

3.2 A secret written ballot must be held for the election of Council Members.

3.3 Council Members are elected by the Ordinary Members in General Meeting pursuant to Article 12 of the By-laws (with exception of such Members as can be co-opted by the Council itself).

4. Membership Fees

4.1 The amount of the annual Membership Fee is approved annually by the Ordinary Members in the Annual General Meeting upon recommendation of the Council. Such fees are payable within 90 days of the date of the invoice. If payment is still pending after 90 days a first reminder is sent for payment within 30 days. If no payment has been received by then , the Council deals with it appropriately and a final reminder is sent with a copy to the sponsors.

4.2 The fee structure is based on half years : new companies joining the Association before June 30th pay the full annual fee whilst companies joining after June 30th pay 50% of the annual fee.

5. Delegations of Authority

5.1 Form : all delegations of authority, whether general or specific, must be in writing.

5.2 General Delegations: day to day business, operation of the Association's bank account etc.

5.3 Specific Delegations : for all other matters.

6. Premises

6.1 The Association's Registered Office and premises are located as from 7th January 1991 at 45, rue de Lisbonne, 75008 Paris, France.

6.2 The Association's hours of business are from 9.00 am to 5.00pm.