Annex II AECC Statute

INTERNATIONAL ASSOCIATION

Law of 25.10.1919

The undersigned:

1. The city of AVIGNON

2. The city of BERGEN

3. The city of BOLOGNA

4. The city of BRUSSELS

5. The city of CRACOW

6. The city of HELSINKI

7. The city of PRAGUE

8. The city of REYKJAVIK

9. The city of SAINT-JACQUES-DE-COMPOSTELLA

have hereby agreed to establish between themselves, according to the Law of 25.10.1919, modified by the Law of 06.12.1954, the Internatio nal Association "THE ASSOCIATION OF THE EUROPEAN CITIES OF CULTURE OF THE YEAR 2000" for which they have concluded the Articles of the Association as follows:

I. NAME, REGISTERED OFFICE, OBJECT

ARTICLE 1 - NAME

An International Association has been established with artistic and cultural aims.

The Association shall be known as THE ASSOCIATION OF EUROPEAN CITIES OF CULTURE OF THE YEAR 2000.

This Association is governed by the Belgian Law which grants legal status to the International Association pursuing Philanthropic, Religious, Scientific, Artistic or Pedagogical aims of the Law of 25.10.1919, modified by the Law of 06.12.1954.

ARTICLE 2 - REGISTERED OFFICE

The registered office of the Association is established at BRUSSELS. By simple decision of the Board, the registered office can be changed to other place within Belgium which must be published in the month of its date in the Enclosures of the Moniteur Belge (Belgian Statute Book).

ARTICLE 3 - OBJECT

The Association is a non -profit making association whose object is to help, promote, organise and develop in common projects as well as activities which its members will realise in their capacity of European Cities of Culture of the Year 2000, as well as the best and most extended international diffusion of these projects and activities.

The cities will work to make the culture of every city and country known to each other and to all other peoples of Europe the whole world.

They will be able to act together in the organisation of an European cultural space for the year 2000.

The cities will work to make the inhabitants of the cities and the citizens of each country more aware of the culture of the other cities. Furthermore, active measures through which the citizens can learn to know the people and the culture of the other cities by themselves and without prejudices will be made possible and gain permanent forms that continue after the cultural Capital year. This co-operation will activate the citizens and support civic democracy. This is a question of processes of development that will start immediately and continue in the new millennium.

The activities of the cultural cities are aimed at bringing the peoples of Europe closer to each other by means culture.

II. MEMBERS

ARTICLE 4 - MEMBERS

The founders are members of the Association.

ARTICLE 5 - ADMISSION-RESIGNATION-EXCLUSION

The admission of the new members is subject to written request, addressed to the Board which is entitled to impose specific admission conditions. The General Meeting decides autonomously whether the candidate member will be admitted or not.

The members are allowed to resign as from 01.06.2001 by means of a registered letter, addressed to the Chairman of the Board subject to a three months' notice. If the resignation concerned causes a decreases in the number of members to less than three, the question of liquidation will be submitted to the General Meeting.

After having listened to interested party, the Board can suggest the exclusion of members of the Association. The General Meeting, convened according to Article 8 by a majority of two thirds of the votes by present or represented members, will decide upon the exclusion of members of the Association who have proceeded contrary to its objects.

The excluded or resigned members as well as the rightful claimants can not exercise any rights to claim the paid membership fees, nor their contributions to the patrimony, nor the remainder of the association's patrimony.

ARTICLE 6 - MEMBERSHIP FEE

The members will pay a membership fee which be annually unanimously decided by the General Meeting at the suggestion of the Board.

III. GENERAL MEETING

ARTICLE 7 - JURISDICTION - COMPOSITION

The General Meeting is made up of all members which have voting right according to the principle of one vote per member. Each member can be represented by one natural person, following to a locally taken decision.

It possesses all the powers which allow the realisation of the Association's object.

The following matters are especially reserved to the exclusive jurisdiction of the General Meeting:

(1) passing budgets and accounts;

(2)53 election of the members of the Board of Directors and its Chairman as well as their dismissal;

(3) modification of the Articles of the Association;

(4) dissolution of the Association;

(5) drafting and modification of the Internal Rules;

(6) exclusion of the members.

ARTICLE 8 - ASSEMBLIES

The General Meeting assembles annually within the end of may under the chairmanship of the Chairman of the Board at the registered office or at another place which has been indicated on the notice for the meeting. The summons are made by the Chairman of the Board. The notice for the meeting is sent at least eight days before the assembly and contains the agenda.

Moreover, the Chairman of the Board is entitled to convene an extraordinary General Meeting following the circumstances and conditions mentioned below:

(1) by decision of the Board each time the interests of the Association demand it; or

(2) by written request on the part of at least ten percent of the members, addressed to the

Chairman, and mentioning the agenda which has to be discussed.

ARTICLE 9 - DELIBERATIONS

The General Meeting will only deliberate legitimately if at least two thirds of the founding members who have voting right, are present or being represented.

At the General Meeting, each member is allowed to send his or her representative; the latter has to be another member who holds a special power of attorney. Each member will, however, not be entitled to hold more than one power of attorney.

With the exception of extraordinary cases provided by for the current Articles of the Association, the resolution are made by simple majority of the active present or represented members. All members are notified of the decisions taken during the assembly.

No decree can be made concerning an object which did not appear on the agenda.

The resolution of the General Meeting are entered into a register signed by at least two members of the Board, of which the Chairman, and it is kept by the Secretary who will put the register at the disposal of the members.

IV. ADMINISTRATION

ARTICLE 10 - COMPOSITION

The Association is managed by a Board of Directors. the Board of Directors is made up of all the members which have voting right according to the principle of one vote per member.

Each member can be represented by one natural person according to a locally taken decision.

At least one member must have Belgian nationality.

The Board includes the Chairman, and will elect a Secretary as well as a Treasurer.

The term of the mandate is five years.

ARTICLE 11 - JURISDICTION

The Board holds all powers of administration, with the exception of those belonging to the jurisdiction of the General Meeting.

Furthermore, the Board of Directors is entitled to engage personnel and to delegate the daily administration, by using its accruing signature, to one administrator, to more administrators being incorporated in the Bureau, or to one of its officers.

In the case of the incorporation of a Bureau, the signature of one of its composers is sufficient.

ARTICLE 12 - MEETINGS

The Board meets at least once a year or else on special summons by the Chairman.

ARTICLE 13 - DELIBERATIONS

The Board will only deliberate legitimately if at least two thirds of the members are present or being represented.

A member can be represented by another member who, however, is not entitled to hold two powers of attorney.

Each member of the Board can be represented by another natural person holding a written power coming from the corresponding member.

The resolutions of the Board are taken by a majority of the members who are being represented. In case of equality of votes, the Chairman has the casting vote.

The resolutions are entered into a register which is signed by at least two members, of which the Chairman, and kept by the Secretary who will keep this register at the disposal of the members of the Association.

ARTICLE 14 - REPRESENTATION

With the exception of other actions than those related to daily management, all acts binding upon the Association shall, except where the task is delegated (ref. Article 11), be signed by the Chairman and one other member of the Board, who will not have to justify towards the third parties of the powers granted for this purpose.

The Board intervenes lawfully in the name of the Association in the capacity of plaintiff or defendant, and it will be represented by its Chairman or one of its members appointed by the Board with a view to this.

V. BUDGETS AND ACCOUNTS

ARTICLE 15 - FINANCIAL YEAR - BUDGETS - ACCOUNTS

The financial year will be closed on 31 December.

The Board is bound to submit the accounts of the past financial year and the budget of the following financial y ear to the approval of the General Meeting.

VII. MODIFICATIONS TO THE ARTICLES OF THE ASSOCIATION - DISSOLUTION - LIQUIDATION

ARTICLE 16 - MODIFICATION OF THE ARTICLES OF THE ASSOCIATION - DISSOLUTION - LIQUIDATION

Subject to Article 5 of the Law of 25.10.1919, all proposals with a view to the dissolution of the Association, as well as all proposals with a view to the modifications of the Articles of the Association must come from the Board or from at least three members of the Association who are submitting this proposal to the Board.

The Board has to notify the date of the General Meeting which will pronounce a judgement concerning the said proposal and will inform the members of the Association of the decision at least three months in advance.

The General Meeting will only deliberate legitimately if two thirds of the members with voting right are present or being represented.

Nevertheless, if this General Meeting does not gather the quorum of two thirds of the active members of the Association, there will be summons for the new General Meeting in the same conditions as the first one. The latter General Meeting will pronounce a definite and legitimate judgement on the proposal concerned, whatever the amount of the percent or represented members might be.

No decision will be reached unless it gathers a majority of two thirds of the votes.

The General Meeting will determine the way of the dissolution and liquidation of the Association

VII. GENERAL PROVISIONS

ARTICLE 17 - LAW OF 25.10.1919

Everything which is not provided for by the current Articles of the Association, as well as, for instance, everything which concerns the publications in the Enclosures of the Moniteur Belge (Belgian Statute Book) will be regulated according to the provisio ns concerned of the Law of 25.10.1919.

The founding members are represented by:

1. The city of AVIGNON: Mrs. Marie-José Roig, Mayor of Avignon, French nationality

19, rue Thiers 84000 Avignon- France

2. The city of BERGEN: Mr. Ole Jorgen Johanessen, Deputy-Mayor, Norvegian nationality

Sondri, Bellevei 2

5019 Bergen - Norway

3. The city of BOLOGNA: Mr.Monsieur Giordano Gasparini,

Director of departement of cultural affairs of the Municipality of Bologna, Italian nationality

Via Ferrari 69

Reggio Emilie - Italy

4. The city of BRUSSELS: Mrs. Marion Lemesre,

Deputy Mayor for the Arts, Youth and Tourism, Belgian nationality

Rue de la Royauté 26

1020 Brussels- Belgium

5. The city of CRACOW: Mr. Sonik Boguslaw

Director of Krakow 2000 Festival

Polish nationality

Grodzka 27/5

31001 Krakow - Poland

6. The city of HELSINKI: Mr. Georg Dolivo,

Director of Helsinki 2000, Finnish nationality

Korjeavuorenkato 10 A 13

00120 Helsinki - Finland

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