Article 13The Secretariat

13.1

To handle current business and special assignments to be determined by the Board of Directors, the Board of Directors may form a Secretariat.

13.2

If the Secretariat is formed, the following provisions apply:

13.2.1

The Secretariat is headed by an Executive Secretary to be appointed by the Board of Directors. The appointment must be approved by the President and Vice-President. The Executive Secretary may be a member of the Board of Directors.

13.2.2

Where necessary, further persons may be employed by the Secretariat.

13.2.3

The duties of the Secretariat are determined in detail by the Board of Directors.

13.2.4

To fulfil the duties of the Secretariat, the Board of Directors may authorize the Executive Secretary (unless the latter is already a member of the Board of Directors) to represent the EBC jointly with a member of the Board of Directors. The transactions or group of transactions for which the Board of Directors gives the Executive Secretary such a power of attorney must be determined as precisely as possible in writing. No power of attorney may be issued for extraordinary transactions, transactions of considerable importance for the association or for agreements binding the association for more than one year.

13.2.5

The Executive Secretary and the other members of the Secretariat may receive appropriate remuneration under contracts of employment. The Board of Directors is responsible for concluding the contracts. Contracts which foresee remuneration (including material benefits) exceeding the equivalent of US$ 75,000 p.a., have a term of more than three years or provide for remuneration after expiry of the contractual term must be approved by the President and Vice-President.

13.2.6

The Board of Directors must oversee the activities of the Secretariat. In particular, the Board of Directors must require presentation of orderly invoices and inspect them.

Article 14Dissolution of the EBC

14.1

The EBC may be dissolved by resolution of the General Meeting of Members. The resolution requires a majority of three-quarters of valid votes cast.

14.2

The assets of the dissolved EBC remaining after settlement of liabilities must be used for tax-privileged purposes to be determined by the General Meeting of Members. Resolutions on the future use of the assets may only be implemented after approval has been received from the competent fiscal authorities.