Article 4

The bodies of the Association are:

A. The Annual Meeting of members.
B. The Board of Directors (referred to as "direction" by the Swiss Civil Code).
C. The Executive Committee of the Board of Directors.
D. The Auditors.

A. The Annual Meeting

Article 5

5.1 The Annual Meeting consists of the representatives of the members of the Association.

5.2 Only members of categories "A", "B” and "C" may vote at the Annual Meeting, provided, however, that only members of category "A" shall be entitled to vote on the promulgation or, as the case may be, the amendment of a Code of Conduct which will specifically address their situation (see Article 7.5. below). Each member of these categories shall have one single vote at the Annual Meeting.

5.3 Representation of a member by another member shall be authorized, it being specified that a member of the Association may represent only one other member.

Article 6

6.1 The Ordinary Annual Meeting shall be held every year during the six-month period following the end of the financial year. It shall be called by the Board of Directors.

6.2 The Board of Directors may, if it deems appropriate or necessary, call Extraordinary Meetings; the Association's Auditors may also do so.

6.3 The Board of Directors shall have to call an Extraordinary Meeting if the Ordinary Annual Meeting so decides, or if at least one fifth of the members requests it in writing, indicating the reasons.

6.4 The notice to attend Annual Meetings shall be made at least fifteen calendar days before the date set for the Meeting, indicating the agenda.

6.5 The Board of Directors shall select the venue for the Annual Meeting.

6.6 Proposals which members wish to put on the agenda of the Annual Meeting must be sent in writing to the Board of Directors at least four weeks before the date of the meeting.

6.7 Any Annual Meeting which has been called in accordance with the rules set herein shall have the authority to take care of the items listed on the agenda, irrespective of the number of members present.

Article 7

The Annual Meeting shall have the following powers

7.1 Discussion and approval of the Annual Report of the Board of Directors, the Annual Accounts submitted by the Auditors; discharge of the Board of Directors for its activities.

7.2 Election of the Board of Directors and of the Auditors.

7.3 Determination of the ordinary annual contribution and, as the case may be, of the additional or extraordinary contribution as per article 3.3 of the present By-laws.

7.4 Amendments to the Association's By-laws and winding-up of the Association.

7.5 Promulgation and, as the case may be, modification of a Code of Conduct intended to be applied to members of category "A" of the Association only, provided, however, that only type "AA" members, to the exclusion of any other category of members, shall be entitled to vote on such issues.

7.6 Decisions on all other points for which the Annual Meeting is competent.

Article 8

8.1 The Annual Meeting is chaired by the Chairman of the Board of Directors or, in his absence, by the Vice-Chairman or another member of the Board of Directors.

8.2 The Chairman shall appoint the Secretary to the Meeting.

Article 9

9.1 The Annual Meeting shall take its decisions by way of vote on the basis of the majority of the votes expressed, unless otherwise provided by the By-laws.

9.2 For the winding-up of the Association, and for amendments to the present By-laws, a majority of two thirds of the votes expressed shall be required.

9.3 The votes and elections shall take place by raising of the hand; they shall be held by secret ballot if so requested by the Chairman or participants to the Meeting.

9.4 In the event of a tied vote, the Chairman shall have a casting vote.

B. The Board of Directors

Article 10

10.1 The Board of Directors shall consist of eleven (11) members or more with a majority representing “A” members. Within the representation of category “A” members, Swiss representatives shall have a majority vote. All other categories will be represented by at least one member.

10.2 Any particular member of the Association may have only one representative elected to the Board of Directors of the Association.

10.3 In case the interests of the Association require it, the Association may elect other additional members of the Board of Directors, such as representatives of the industry or the public. These additional members shall have the same voting rights as all other members."

10.4 The members of the Board of Directors shall be elected for a period of three years.

10.5 Whenever a seat becomes vacant, the Board of Directors shall be authorized to fill it until the next Annual Meeting, by co-optation of a new member.

10.6 If the election of a member does not take place during an Ordinary Annual Meeting, the current year shall be considered as the first year of the term of office.

10.7 Outgoing Board members are eligible for re-election once, for a second three-year period. Any further extension of the term of office shall be granted only on specific grounds, provided that such extension is in the interest of the Association, and shall be made from year to year.

10.8 The Board of Directors shall appoint from among its members its Chairman, one or more Vice-chairmen, the Treasurer and at the most two assistant members who together shall form the Executive Committee.

Article 11

11.1 The Board of Directors shall represent the Association with regard to third parties

11.2 It shall decide on all questions which relate to the Association and for which the By-laws do not provide otherwise. It shall be authorized to take all decisions and to undertake any action which it deems necessary and desirable in order to achieve the purposes of the Association. It shall call the Annual Meeting and determine the agenda.

11.3 Important memoranda, expert opinions, reports and petitions which are being submitted in the name of the Association to legislative bodies and to administrative authorities must be approved by the Board of Directors.

11.4 The obligations and powers of the Board of Directors shall be exercised more particularly in the following fields:

(i) the admission and exclusion of members;

(ii) the designation of the individuals who can bind the Association with their signature;

(iii) the preparation and the placing on the agenda of all questions to be dealt with at the Annual Meeting, in particular the settling of the annual accounts and the drafting of the annual report;

(iv) the election of a chairman, of one or more vice-chairmen and of a treasurer;

(v) the formation of the Executive Committee, as well as of other commissions especially appointed to deal with specific issues;

(vi) the decisions concerning the need to undertake legal actions and to conclude compromises;

(vii) the fixing of indemnities for its members, the members of special commissions and the Auditors.

11.5 The Board of Directors shall be authorized to delegate part of its powers to the Executive Committee.

11.6 The Board of Directors shall report on its activity once a year at the Annual Meeting.

Article 12

12.1 The Board of Directors shall meet upon the invitation of its Chairman or, if he is prevented from doing so, upon the invitation of one of its Vice-Chairmen, or at the request of at least four of its members, as often as is required by the affairs of the Association.

12.2 The agenda must be communicated at the same time as the invitation to the Meeting.

12.3 The Board of Directors may validly debate on issues only to the extent that at least half of its members are present during the discussions. Decisions are taken by simple majority of the members present. In the event of an equal number of votes, the Chairman shall have a casting vote, save for the provisions of Article 2.10. of the By-laws on the exclusion of members.

12.4 The Chairman shall appoint the Secretary to the Meeting.

12.5 Resolutions may also be validly taken in writing through circulars to the Members of the Board if the Chairman or, in case he is prevented from doing so, one of the Vice-Chairmen so decides.

12.6 A written resolution is adopted by absolute majority of all Board Members if there is no request from a member for an oral consultation.

12.7 In case of urgent matters, the Board of Directors may debate and adopt resolutions by means of conference calls.

12.8 The resolutions adopted in writing or by means of conference calls shall be incorporated into the minutes of the Meeting.

C. The Executive Committee of the Board of Directors

Article 13

13.1 The Executive Committee of the Board of Directors shall consist of three or more persons.

13.2 The Chairman and the Vice-Chairmen of the Board of Directors, as well as the Treasurer, shall be ex officio members of the Executive Committee of the Board of Directors.

13.3 The term of office of the members of the Executive Committee is three years. Outgoing Executive Committee members are eligible for re-election once, for a second three-year period. Any further extension of the term of office shall be granted only on specific grounds, provided that such extension is in the interest of the Association, and shall be made from year to year.

Article 14

14.1 The Executive Committee of the Board of Directors shall assist the Chairman of the Board in the preparation of Board Meetings.

14.2 The Executive Committee shall, furthermore, exercise the powers, which are conferred upon it by the Board of Directors in accordance with the provisions of Article 11.5. of the present By-laws.

Article 15

15.1 The Executive Committee of the Board of Directors shall meet upon the invitation of the Chairman or, if he is prevented from doing so, upon the invitation of a Vice-Chairman. The Agenda must be submitted at the same time as the invitation.

15.2 The presence of the majority of the Executive Committee members is required if its decisions are to be valid.

15.3 The provisions of Articles 10.5., 10.6., 10.7., 12.1., 12.3., 12.4., 12.5., 12.6., 12.7. and 12.8. shall be applicable by analogy and mutatis mutandis to the Executive Committee.

D. The Auditors

Article 16

16.1 The Auditors shall consist of two members and of one alternate member.

16.2 They are elected by the Annual Meeting for a period of three years. The members and alternates, whose term of office has expired can be re-elected.

16.3 The Auditors shall present their written report to the Ordinary Annual Meeting.