Article 1.- Trade Name and Applicable Legislation:

The name of the Association will be "THE INTERNATIONAL FINANCIAL LITIGATION NETWORK”, (subject to change) hereinafter "the IFLN" or “the International Network.”

The IFLN has been established in Madrid, to be duly registered in Spain’s  National Register of Associations on --------------------------.

The IFLN is a legal entity with full legal capacity to act.

The International Network shall be managed by the General Assembly of Members, the IFLN Board of Directors and its Chair.

The IFLN will be governed by these Bylaws, and by the current provisions concerning associations, especially by the Ley Orgánica 1/2002, del 22 de marzo, reguladora del Derecho de Asociación (Spain’s fundamental law regulating the rights of association, dating from March 22, 2002).

 

Article 2.- Duration/Length:

The IFLN has been established for an indefinite period of time.

 

Article 3.- Official Address/ Place of Residence:

The Central Administrative Office of the IFLN is located in New York [exact address pending]. Notwithstanding, the daily management of the IFLN will be carried out by the Spanish law firm, Cremades & Calvo-Sotelo, at Jorge Juan Street, Nº 30, 28001, Madrid.

The General Assembly shall have the right to move the IFLN’s Central Administrative Office, and to open and close such other offices as the General Assembly deems appropriate.

 

Article 4.- Offices and Central Administration:

The IFLN has the following Offices:

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Article 5.- Principal goals and activities:

The International Financial Litigation Network is an organization with a membership consisting of independent law firms seeking to exchange professional information about the local and global practice and future development of Financial Litigation.  The IFLN acts to facilitate and disseminate communications among its Members and to improve Members' abilities to serve the needs of their respective clients in the practice area of Financial Litigation. IFLN Members shall maintain complete autonomy; shall render professional services to their respective clients on an individual and separate basis; shall not be restricted in referring, handling or accepting cases or in joining other professional organizations; and are not affiliated for the joint practice of law.

The IFLN shall establish activities, programs and organizations in which its Members can participate.  The IFLN will also encourage Members to develop their own activities, programs and organizations (Lawyer exchange programs, academic councils, education programs, etc.), related to the practice area of Financial Litigation.

 

Article 6.- Partners/Members. Rights and Obligations:

Membership: In order to be a Member, a law firm must be a legally constituted under the legislation of its country of residence and must comply with all the requisites as legally established in that jurisdiction for the practice of law. Member Firms must promote the activities of the IFLN as set out in the present Bylaws and must pay annual association fees within the stipulated period of time.

 

6.1.- Admission/Membership:

Law firms wishing to become Members of IFLN shall submit a written request to the Central Administrative Office, which will make a decision on the request. The Central Administration can reject an application for Membership without a stated reason.

 

In order to become a Member, the applicant shall meet the following requirements:

It should be an independent practice, responsible for its staff and the services it provides.

It should not have exclusive ties with another firm in the local jurisdiction of another member firm.

It must pay an annual fee, as approved by the General Assembly.

The firm should have a strong reputation and prestige in its jurisdiction, with substantial partner involvement and experience in or a desire to develop the practice area of Financial Litigation.

The firm should be highly committed to lawyer training and development.

Members should be well established within their jurisdiction, with broadly based commercial, corporate, business and/or litigation practices, and be focused on growing and developing new clients related to the practice area of Financial Litigation.

A Member Firm should have client service standards compatible with those of the other Members, along with the capacity and willingness to adapt to a common established protocol.

It should have a strong domestic focus and experience, coupled with significant experience in international and business matters, and with English fluency.

A Member Firm should refer matters and/or clients to other Member Firms, whenever possible and practical.

It should show commitment to the operation and development of the IFLN, including participating in Annual and Regional Meetings, responding promptly to the Network’s requests and to referrals from other firms.

It should have professional liability insurance coverage in an amount and of a type commensurate with other firms of its size in the local market.

It should be a full-service law firm with respect to its areas of practice, capable of servicing the legal needs of its corporate and institutional clients. Full-service capability in its respective practice areas will continue to be a requirement for new Members.

 

6.2.- Member’s withdraw/Removal:

Membership in the Alliance may be terminated:

a) At the express notice of a member firm.

A legal representative of the Member Firm shall write to the Central Administrative Office, notifying the IFLN of the Member Firm’s desire to terminate its membership. Any payments, including membership fees that may have been made during the current year, will not be refunded under any circumstances to the Member Firm that withdraws.

b) Members of the IFLN may be expelled in cases of dishonorable behavior or serious injury to the interests of the International Network, as determined by a majority vote of three quarters (3/4) of the Board members present or represented. The Member in question shall be given the opportunity to be heard and present its arguments before termination takes effect.

c) Members who do not pay annual membership fees, despite requests to do so, are also subject to termination.

 

6.4.- Member Rights:

Member Firms have the following rights:

a) To take part in all activities organized by the International Network;

b) To enjoy all the advantages and benefits that the International Network can offer;

c) To participate in General Meetings and vote;

d) To be elected to the Board;

e) To be informed of the resolutions adopted by the organs of the International Network;

f) To make suggestions to Members of the Board to further the goals of the International Network.

 

6.5.- Member Obligations:

Member Firms have the following obligations:

a) To comply with these Bylaws and with the resolutions adopted by the General Assembly and the Board;

b) To pay the annual dues, both ordinary and extraordinary, and any additional contributions Members commit to make as part of the International Network.

c) To perform, if necessary, the obligations inherent in the position they occupy within the IFLN;

d) To assist the officers and component entities of the Association to better achieve the objectives of the IFLN.

 

Article 7.- Officers and Board of Directors:

7.1 The organization of the IFLN is composed of the following officers and entities, whose functions and composition are detailed herewith:

Board of Directors:

The Board of Directors will be composed of:

One Board Chair

Between three and six Vice Chairs

One Secretary-Treasurer

Ten Directors (one for each Sub Committee)

One General Counsel and Executive Director

General Assembly: One (1) representative of Each Member Firm.

10 Sub Committees for the focus groups with rotating Chairs who shall be elected each year and serve as Directors of the Board.

A Coordinator who will coordinate the organization of the Network and the Annual meetings of the IFLN. All coordination and steering will be cleared by the Board of Directors

Biannual Meeting Committee: To organize the International Network’s biannual Meeting, a Committee will be formed by:

A representation of the General Assembly: Minimum 2 members.

The Coordinator

A Local Coordinator from the Member Firm of the Country hosting the meeting.

7.2 The Chair: The Chair shall serve as the ceremonial head and the Chief Officer of the IFLN during the Chair’s term, and exercise the authority incident to the office of the Chair and such other duties as may be defined by the Board of Directors. The Chair shall preside over all the Board of Directors meetings. The Chair shall appoint all committees and shall be responsible for coordinating and reviewing the work of the General Counsel and Executive Director. The Chair shall serve a term of office that extends from one annual business meeting to the next.

7.3 The Vice Chairs: In the absence of the Chairman, the Vice Chairs shall designate one Vice Chair to have the powers and perform the duties of the Chair. The Vice Chairs shall serve a term of office for the period from one annual business meeting to the next.

7.4 The Secretary Treasurer: Shall be the principal financial officer of the IFLN and shall maintain and have authority over all books, records, funds and property of the IFLN. The original financial records shall be maintained in the Central Administrative Office of the IFLN, under the supervision of the General Counsel and Executive Director, who with the approval of the Secretary Treasurer, shall deposit funds in the IFLN’s bank accounts. The Secretary Treasurer shall make such reports and perform such other duties as the Board of Directors may prescribe.

7.5 Directors: Shall be proposed by the Chair and elected at the General Meeting. Each Director shall be responsible for the smooth and effective running of each Sub Committee and shall work in an advisory capacity to the Board of Directors in all matter of policy, programs and membership, and shall perform such other duties as may be assigned by the Chair. The Directors shall serve a term of office for the period from one annual business meeting to the next.

7.6 General Counsel and Executive Director: Shall be appointed by the Board of Directors and shall act as the chief executive officer of the IFLN under the direction of the Board of Directors. The General Counsel and Executive Director shall transact day-to-day business of the IFLN, supervise its staff, and transact such other business and perform such other duties and functions as may from time to time be determined by the Board of Directors or the Chair, and shall serve as a member of the Board of Directors.

 

Article 8.- Meeting and Voting:

 

8.1.- General Meeting: There will be an annual meeting, which may be attended by a legal representative of every member firm.

 

8.2.- Other periodical meetings:

Other periodical and regional meetings may take place.

 

8.3.- Voting:

All decisions taken at Board Meetings shall be by simple majority of Board Members present. In the case of a tie vote, the Chairman shall break the tie.

8.3.1 All voting at a General Meeting shall be by simple majority of Member Firms’

representatives who are present and entitled to vote, except that a three-quarters majority vote shall be required on any resolution relating to:-

8.3.1.1. Proposed amendments to the IFLN Bylaws; or

8.3.1.2. Replacement of the Chair.

8.3.2 A resolution in writing signed on behalf of the requisite 75% majority of Member Firms

shall be an effective resolution for the purposes of these Rules notwithstanding the

fact that a formal meeting has not been held nor resolutions formally proposed.

8.3.3 A resolution in writing signed by all the Directors for the time being shall be as valid

as if it had been passed at a Meeting of the Directors duly convened

and held.

Amendments of the Bylaws: The Bylaws may be amended or repealed at any Biannual Meeting by a vote of three-quarters of those Representatives of Member Firms who are present and voting. The vote shall be taken by ballot and each Member shall be entitled to one vote. Each proposition shall be stated on a separate ballot in the affirmative or negative.

 

Article 9.- Membership Dues

Except in relation to founding Member Firms, all Member Firms shall on admission to membership pay an admission fee.

All Member Firms shall pay an annual membership fee.

The level of the new Member Firm admission fee and annual membership fee shall be the subject of an annual recommendation by the Board to the Annual General Meeting and, approved by Member Firms at the Annual General Meeting, shall apply for the then-current accounting year of the International Network. The Board shall have discretion to change the admission fee and annual membership fee for individual new members.

Membership fees shall be payable by new Member Firms forthwith upon admission for the full year in which they are admitted and by existing Member Firms not later than 30 days following the Annual General Meeting at which the rates for such year are fixed.

 

Article 10.- Network Expenses

The Coordinator shall be reimbursed all travelling, hotel and other expenses properly incurred by him or her in connection with: coordinating with individual Member Firms regarding their attendance at Board and General Meetings; interviewing prospective new Member Firms; and resolving disputes between Member Firms. In addition, the Board shall agree to reimburse the Coordinator a fee for the time devoted by the Coordinator to the business of the International Network.

Board Members shall be reimbursed for all travel, hotel and other expenses properly incurred by them in connection with their attendance at meetings of the Board which are not open to all Members or otherwise in connection with the discharge of their duties, but, except as provided above, they shall not be entitled to any other reward or remuneration in respect of their involvement in the affairs of the International Network.

Any Member appointed to scrutinize the accounts shall be reimbursed for all travel, hotel and other expenses properly incurred by the Member in connection with the discharge of his or her IFLN duties, but shall not be entitled to any other reward or remuneration.

 

Article 11.- Dispute Resolution

11.1 Disputes between Member Firms shall initially be referred to the Coordinator who shall discuss the matter with the relevant parties. If the Coordinator is not able to resolve the dispute between the Member Firms, the matter shall be referred to the Board, whose decision shall be final, except for matters pertaining to a request for removal of a Member Firm.

11.2 Where the Coordinator is a partner, employee or consultant of one of the parties to a dispute between Member Firms, the matter shall be referred initially to a Board Member elected by the Board for this purpose, in the place of the Coordinator.

11.3 Where a Board Member is a partner, employee or consultant of one of the Member Firms in dispute, such Board Member shall not be party to any dispute-resolving proceedings nor shall he be entitled to vote in respect of any Board vote on such matter.

 

Article 12.- Dissolution of the Alliance

The dissolution of the IFLN may be agreed upon convocation of an Extraordinary General Assembly, by a qualified majority of ----------------- of the Members present or represented.

The Extraordinary General Meeting may be convened at the request of the Board or of one -------------- of the members of the IFLN. The request shall be directed in writing to the Chairman, who shall convene the Assembly.

The agenda of the Extraordinary General Meeting shall consist solely of the matter of the International Network’s proposed dissolution.

The Extraordinary General Assembly shall be considered valid, on first call, if a minimum of half (1/2) of IFLN Member Firms are in attendance. On second call, the Extraordinary General Assembly shall be validly constituted no matter how many Member Firms are present or represented.

In case of dissolution, the liquidation committee shall act as the last Board of Directors in office or those designated for this purpose by the Extraordinary General Assembly to agree on the solution, which, once any outstanding, debt has been paid, and if there is excess liquid assets, go to the charitable purposes made by any entity benefiting from the patronage in the terms established by Law 49/2002 of 23 December on the taxation of non-profit entities and tax incentives for patronage or public entities of any EU country European pursuing general interest purposes.