ACE CONTRACT ESTABLISHING ACE - SERVICES EEIG Original version: French (As revised in November 2005) The undersigned

architects' organisations of the Member States of the European Community, represented by their legal representatives, which are all members of the Executive Board of the Architects Council of Europe established on 11 May 1990 in Trvise, have decided to set up a European Economic Interest Grouping by means of a contract in accordance with an ACE resolution adopted in Brussels on 22 November 1991 for the coordination and promotion of their economic activities under the name ACE SERVICES EEIG. Preamble The undersigned members are the members of a European economic interest grouping governed by EEC Council Regulation No. 2137/85 of 25 July 1985 on a European economic interest grouping, the Luxembourg Law of 25 March 1991 containing various measures of implementation regarding the above-mentioned EEC regulation and all subsequent texts supplementing or modifying the abovementioned laws and regulations as well as by the present contract. The Grouping has legal personality and full capacity as from its registration in the trade register of companies coming under the court of the district of Luxembourg, in Luxembourg. Article 1 Purpose The aim of the Grouping is to facilitate and develop the activities of its members and those of the 1 professional organisations it represents by providing services in accordance with the policy drawn up by the ACE's General Assembly and Executive Board, initiating and carrying out projects, research and publication and information services in the field of architecture and construction. Article 2 Name The Grouping is called "ACE SERVICES EEIG In all acts and documents emanating from the Grouping and addressed to third parties, notably letters, invoices, announcements and various publications, this name must always be followed by the words "European Economic Interest Grouping" "abbreviated as "EEIG" and the address of its registered office and registration number in the trade register of companies coming under the court of the district of Luxembourg, in Luxembourg. Article 3 Term The Grouping has been set up for an unlimited period and shall take effect from the date of its registration in the company trade register.
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The RIBA (UK) expressed a reservation about the deletion of national at the time of the amendement of this Constitutional Contract in November 2005. CAE-SERVICES G.E.I.E. Registre des G.E.I.E. Bruxelles N128 BE TVA : 450 776 024 Rue Paul Emile Janson, 29 B-1050 Bruxelles Tel. : +32 (0) 2 543 11 40 Fax : +32 (0) 2 543 11 41 E-mail : info@ace-cae.org

Date 19 November 2005

Article 4 Members of the Grouping Delegations which represent architects who are members of the Architects' Council of Europe (ACE) within the Member States of the European Union are members of the Grouping. Every member of the Grouping is represented by a physical person elected from its delegation. The duties of the said representative shall automatically finish when he is no longer a member of the relevant delegation within the Architects' Council of Europe (ACE). The formal appointment of new Members shall be undertaken by the Groupings General meeting Only the members of the Finance Committee of the ACE AISBL may be appointed as such by the Grouping's General Assembly. Article 5 Members' obligations In order to realise the object of the Grouping, every member shall place an amount determined by the Architects' Council of Europe (ACE) at its disposal annually corresponding to a scale of apportionment to be laid down by common agreement by the members of the Grouping. This amount is due by not later than 31 March of every financial year. If any member should fail to pay by this date, a rate of interest of 1.5% per month or part of a month shall be applied by right during which payment shall be effected. Article 6 Managers The President, Treasurer and Secretary General of the ACE AISBL shall be the Managers of the Grouping carrying out their management duties for ACE SERVICES EEIG under the same titles. With regard to third parties, the Grouping is bound by the managers in accordance with Article 20 of EEC Regulation No. 2137/85. Nevertheless, in relationships between members of the Grouping, the powers of the managers are limited to those who acknowledge the articles of association of the ACE adopted on 11 May 1190 in Trvise and any modifications that may be accepted at a later date. The Meeting may lay down the terms and conditions of the exercise of their mandate by contract to be concluded with the managers. Article 7 Meeting Voting rights 1. All the members of the Grouping shall constitute the Assembly. They shall meet at least once a year under the presidency of the President [or if he is unable to attend, the Vice President, during the first six months of each financial year. It shall be held on the same day as a meeting of ACE's Executive Board. 2. If necessary, an extraordinary meeting shall be convened upon written request which contains the agenda presented by at least 25% of members. Members shall be invited to attend by the President three weeks in advance.

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3. The invitation to attend should be made in writing at least three weeks before the date planned for the Meeting, the date of dispatch of the notice acting as proof and should give details of the points on the agenda. 4. The Meeting shall only be validly convened if at least two-thirds of members are present. If this condition is not met, another meeting must be immediately convened in the manner and within the deadline specified under point 3 of the present article. This additional Meeting shall validly deliberate whatever the number of members present. The invitation to the second Meeting must specify that it shall validly deliberate without taking account of the number of members present. 5. Members may not be represented by another member of the Grouping at meetings. 6. In order for resolutions to be valid, they must attain at least two-thirds of the votes cast by the members present at the meeting. 7. Each member has one vote. 8. The resolutions taken by the Meeting shall be noted in the minutes and signed by the chairman of the Meeting. Article 8 Members' rights Any member may request information about the Grouping's activities. A member may examine the books and publications of the Grouping at its registered office. Article 9 Annual accounts and verification It is incumbent upon the managers to draw up the annual accounts every year within the three months following the closure of the financial year. The annual accounts shall be checked by one or more company auditors. They are appointed by ACE's Executive Board with approval by the Meeting of members of the Grouping. Article 10 Deficits and surpluses The financial year starts on 1 January and ends on 31 December of every year. Exceptionally, the first financial year will start on the date that the Grouping is registered and will end on 31 December 1992. If the accounts should show a surplus, the ordinary general meeting can decide to transfer a certain percentage to a reserve fund, carry it over or use it for payments done or to be done on behalf of the ACE. In the event of a deficit, the management may call on members to contribute to cover the loss according to the terms laid down in Article 5.

Article 11 Winding up The Grouping can be wound up:

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by a decision taken by its members by a judicial decision taken at the request of a member if there is a disagreement between members or groups of members which prevents the Grouping's bodies from operating If the Grouping has five members or less.

Without prejudice to the preceding provisions, in the event of winding up or dismissal of a member of the Grouping, the Grouping shall continue to be run by the other members under the conditions laid down by the articles of association. Article 12 Rules of procedure The members of the Grouping attending the General Assembly have the authority to unanimously adopt rules of procedure which will regulate all the following matters (the list below is not exhaustive): Relationship with ACE Administration of the Grouping Organisation of the Secretariat Funding of the Grouping Management control Account verification Liquidation Reimbursement of members' and managers' expenses Initiation and realisation of research projects, and publication and information services

The rules of procedure may only be modified by unanimous approval by the members of the Grouping. Article 13 Responsibilities The property of members of the Grouping can be seized to settle the Grouping's debts. Article 14 Powers Powers are granted to an authorised agent to be appointed by the Meeting, who shall hold an original or certified copy of the present contract, to carry out any legal formalities with regard to publication and registration in the trade register of companies of the court in the district of Luxembourg, in Luxembourg, on behalf of the present Grouping.

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