EUROPEAN NUCLEAR SOCIETY

EUROPEAN NUCLEAR SOCIETY (“ENS”)
Non-profit-making Association

1040 Brussels, Rue Belliard 65
Juridicial district of Brussels
RLP Corporate Number : 0478.307.097

COORDINATED ARTICLES OF ASSOCIATION
(21/06/2006)

S T A T U T E S - 15 May 2007

HEADING I - NAME, REGISTERED OFFICE, TERM, ACCOUNTING
PERIOD

ARTICLE 1

The non-profit-making association shall be known as “The European Nuclear Society”; the use of “ENS” is allowed.

ARTICLE 2

The registered office is established at Rue de la Loi 57, 1040 Brussels in the judicial district of Brussels.

The registered office may be transferred to another location in the judicial district by a decision of the Board of Directors.

ARTICLE 3

The association is constituted for an unlimited period. It can be dissolved at any time.

The dissolution of the association is regulated in article 32 and article 33.

ARTICLE 4

The accounting period commences on the 1^st of January and terminates on 31^st December of each year.

HEADING II - AIMS

ARTICLE 5

The aims of the association are to promote and to contribute to the advancement of science and engineering in the field of the peaceful uses of nuclear energy by all suitable means and in particular by:

a) Fostering and co-ordinating the activities of the Member Organisations;

b) Encouraging exchanges between the Member Organisations;

c) Encouraging the exchange of scientists and engineers between different countries;

d) Disseminating information;

e) Ensuring that the Association has adequate means of publication;

f) Sponsoring meetings devoted to scientific and technical matters;

g) Fostering engineering education and training;

h) Encouraging scholarships;

i) Co-operating with international governmental and non-governmental organisations and with other organisations having similar aims;

j) Promoting international standardisation in the nuclear field;

k) Encouraging the formation of organisations of nuclear scientists and engineers in places where no such organisations yet exist.

The association can undertake any operations either directly or indirectly related to its aims and can share activities that are similar or connected to its aims.

HEADING III - MEMBERSHIP

The association shall be made up of:

• Active Members
  - Member Organisations
  - Corporate Members

The definition of the active members is stipulated in article 7 of the articles of association.

• Non-active Members
  - Associate Members
  - Honorary Fellows
  - International Section

The definition of the non-active members is stipulated in article 8 of the articles of association.

ARTICLE 6

The number of active members is not to be limited. They are to be a minimum of three in number.

ARTICLE 7

Any legal entity that fulfils the criteria mentioned below and that is accepted at the General Assembly can be admitted as an active member.

The General Assembly shall decide on the admission of members without having to give reasons for its decision.

The definitions of the active members are specified as follows:

Any organisation of nuclear scientists and engineers that has at least 50 paid-up members and which has national activities is eligible to become a «Member Organisation» and may be admitted subject to the approval of the General Assembly. A member of a 'Member Organisation' is only entitled to the services of ENS if the member resides in the country of the Member Organisation.

ARTICLE 8

The Board of Directors may admit other members as non-active members.

The definitions of the non-active members are specified as follows.

« Associate Member »:

The non-active members do not enjoy of all the rights of membership. Their rights are stipulated in the statutes below and in the internal rules (by laws).

ARTICLE 9

Upon their admission, members are subject to the statutes and internal rules of the Association.

ARTICLE 10

The members are not responsible for the debts of the Association.

ARTICLE 11

The active and non-active members pay an annual subscription. The amount of this annual subscription is set by the General Assembly.

The Honorary Fellows» do not have to pay a subscription.

ARTICLE 12

Membership can be terminated:

ARTICLE 13

Any member resigning or being expelled as well as their legal successors have no rights to the social funds of the association. They may not reclaim any bills, fix any seals or make claims for any inventory.

HEADING IV – THE GENERAL ASSEMBLY

ARTICLE 14

The General Assembly consists of the appointed representatives of «Member Organisations» and of delegates from «Corporate Members».

The «Member Organisations» with up to 200 individual members, who have paid their dues, have the right to 10 votes. For every 20 additional individual members, the «Member Organisations» have a right to one more vote up to a maximum of 100 votes.

The «Corporate Members» have the right to one vote.

The non-active members are not part of the General Assembly. However, they enjoy the right of attending the General Assembly but not the right to vote.

No votes in writing are permitted, however electronic voting is permitted for urgent matters and for the admitting of new members.

All votes are weighted unless specified otherwise in the articles of association.

ARTICLE 15

The powers of the General Assembly are:

The above mentioned powers are not exhaustive. All of the powers that are not expressly reserved for the Board of Directors by the law, by the statutes or the internal rules (by-laws), will be exercised by the General Assembly.

ARTICLE 16

The General Assembly is to be chaired by the President. The President is chosen by the General Assembly between its members.

Every Assembly chooses a secretary. The secretary is occupied with the formalities of the meeting like drafting the minutes.

ARTICLE 17

The General Assembly is to meet at least once per year in order to approve the annual accounts.

The Assembly must meet in an extraordinary session when not less than one-fifth of the members non-weighted require it to do so.

It can be, furthermore, summoned by the Board of Directors as and when the interests of the Association make this necessary. The auditors can also convene the General Assembly, as when the interests of the Association make this necessary.

ARTICLE 18

All Assemblies are to take place on the days and at the time indicated in the convening notice.

All the members should be invited for each General Assembly.

The notices of the meetings are to be drawn up in writing by the President and sent out to each member with at least four weeks advance notice.

The notices of the meetings are to indicate the proposed agenda.

ARTICLE 19

The Assembly is deemed as being legitimately convened regardless of the number of members who are present or represented and its decisions will be taken upon the simple majority of votes cast; in the event of a tie in the voting, the President shall have the casting vote.

Decisions of the Assembly including the powers listed in point 1 and 4 of article 15 (modification of the statutes, discharge of the active members) are not to be taken, unless subject to the special conditions of the attendance of active members mustering two-thirds of the voting rights, and with a two-thirds majority of the votes.

The Assembly may only discuss the points mentioned in the agenda. As an exception, a point not mentioned in the agenda may be discussed provided that half of the active members are present or represented and accept that this point may be added to the agenda but no decisions can be made.

ARTICLE 20

Any active member, who is in possession of a duly signed written proxy, can represent another active member.

ARTICLE 21

The decisions of the General Assembly are to be recorded in a special register and signed by the President and the secretary and by those members, who may wish to do so and are to be held at the association’s registered office, where those who are interested may take note of them, but without removing the registers.

HEADING V – THE BOARD OF DIRECTORS

ARTICLE 22

The association is managed by a Board of Directors made up of a minimum of 3 and a maximum of 9 members. This rule applies for all future appointments of directors.

The members of the Board of Directors are to be appointed by the General Assembly on the basis of a simple majority of the votes of those present and represented.

As from 2008, when appointing the members of the Board of Directors, the General Assembly will assure that the Board of Directors represents all Active Members with 100 votes, one Active Member with at least 50 votes, one member of the Nordic countries, one member of the Mediterranean countries, two members of Central and Eastern European countries and one Corporate member.

A director is appointed for a period of 2 years. The director is eligible for re-election; in any case, his/her term ends at the latest on the day of his/her 67^th birthday. This rule applies for all existing and future appointments of directors.

The directors are non-remunerated, unless otherwise decided by the General Assembly. However, expenses incurred in carrying out their task may be reimbursed.

ARTICLE 23

The Board of Directors is to consist of:

The President shall be appointed by the General Assembly between its members for a term of 2 years. The President cannot be re-elected immediately for a consecutive term.

The President has the task of calling and chairing meetings of the General Assembly and of the Board of Directors.

The General Assembly shall appoint up to three Vice Presidents. The Vice Presidents are to be elected for a term of 2 years and can be re-elected for up to a maximum of three times.

The mandate of the President, the Vice Presidents and the Treasurer and other Directors are revocable at every moment.

ARTICLE 24

The Board of Directors can delegate its powers to one or several directors, third parties or committees. The tasks and the functioning of these directors, third parties and committees are stipulated in the internal rules (by laws).

ARTICLE 25

The Board of Directors shall meet at least twice each year or at the request of at least one-fifth of the directors.

ARTICLE 26

The President shall call the meetings of the Board of Directors.

The summoning notice of a meeting of the Board of Directors is to be sent out in writing at least 4 weeks prior to the date that is fixed for the meeting. It is to contain the agenda for the meeting. The Board may only discuss the points mentioned in the agenda.

As an exception, a point not mentioned in the agenda may be debated if two thirds of the members that are present or represented give their agreement but no decisions can be made.

ARTICLE 27

The Board of Directors may not legitimately make decisions unless at least half of its members are present or represented. Decisions are to be taken on a simple majority of the votes, with that of the President being a casting vote.

The decisions made are to be noted in a register of the minutes of meetings.

HEADING VI: TREASURER - SECRETARY-GENERAL

ARTICLE 28

The Board is to appoint a Treasurer (member of the Board of Directors) and a Secretary-General.

The Treasurer will supervise all financial administration such as keeping the accounts, making tax returns, handling the formalities for payment of taxes on assets and VAT and informing the Board of Directors regarding the financial position of the Association.

The Secretary-General is handling the administration of the Association. The Secretary-General has the task of drafting the minutes of the meetings and of ensuring the safekeeping of documents.

He is to make arrangements for obligatory publications in the annexes of the Belgian State Gazette and to regularly update the list of members and, if need be, providing the accounts to the Office of the Clerk of the Magistrate’s Court. The services of the Secretary-General can be paid for.

HEADING VII – AUDIT

ARTICLE 29

The auditors are to be appointed by the General Assembly on the basis of a simple majority of the votes of those present and represented.

An auditor is appointed for a period of 3 years. The auditor may be re-elected.

The remuneration of the auditor will be decided by the General Assembly. The remuneration is stipulated in a separate agreement.

HEADING VIII – YOUNG GENERATION

ARTICLE 30

The organisation of the <<Young Generation>> is affiliated to the association. The powers and functioning of the <<Young Generation>> is stipulated in separate statutes and by laws of this organisation.

HEADING IX – FINANCIAL RESOURCES

ARTICLE 31

The financial resources of the Association shall consist of:

HEADING X – DISSOLUTION

ARTICLE 32

Dissolution is governed by the Law governing non-profit-making associations.

ARTICLE 33

In the event of premature dissolution of the Association, the General Assembly, which has made this decision will, if need be, appoint liquidators, determine their powers and after discharging of all debts, will decide on the destination of the property and assets of the dissolved association, in disposing of the property in question for use by a body that has been created as far as is possible with similar aims to the dissolved association.

HEADING XI – MISCELLANEOUS CONDITIONS

ARTICLE 34

Anything that is not expressly covered in these present statutes is to be governed in conformity with the Law governing non-profit-making associations.

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