Rules and Regulations

The Canadian Society for Traditional Osteopathy
Socato

CHAPTER 1 : GENERALITIES

ARTICLE 1 – NAME

The Society, or Canadian Society for Traditional Osteopathy, formerly So.Ca.T.O. is hereto know as Socato.

ARTICLE 2 – OBJECTIVES

The objectives of Socato include:

• to respect the highest standards of practice in the public interest;
• to defend, promote, value and develop the practise and recognition of osteopathy in Canada;
• to impose an ethical practice of osteopathy, in the public interest;
• to provide a strong organization acting also in the interests of osteopaths.

ARTICLE 3 – HEAD OFFICE

Socato’s Head Office is located in the judicial district of Montreal, or in any other location predetermined by its Board of Directors.

ARTICLE 4 – DEFINITIONS

Osteopathy:

Osteopathy is a science based on a thorough knowledge of anatomy and physiology, a rigorous knowledge based on the concepts and principles developed by doctors Still and Sutherland. Without restricting the overall generality of the above, osteopathy is a palpation science whose objectives are to correct physical, physiological and homeostasis imbalances that limit the free circulation of vascular, lymphatic and interstitial fluids.

Osteopath:

Refers to any individual holding a diploma or degree in osteopathy (D.O. or D.O.M.P.).

ARTICLE 5 – INTERPRETATION

For the general definition of terms, Socato adheres to the Quebec Interpretation Act. In this text, the masculine gender includes the feminine and is used, without any discrimination, to make the text more concise.

CHAPTER 2 : MEMBERS

ARTICLE 6 – CATEGORIES
Socato is composed of four (4) categories of members:
• Active member;
• Student member;
• Honorary member;
• Inactive member.

 

ARTICLE 7 – ACTIVE MEMBER
The term Active Member refers to any practising osteopath who complies with the admission conditions of Socato, and who is not temporarily or permanently denied admission by the Disciplinary Committee, that recommendation being ratified by the Board of Directors.

 

ARTICLE 8 – STUDENT MEMBER
The term Student Member refers to any individual pursuing studies in osteopathy in an educational institution duly recognized by Socato, and who meets Socato’s admission requirements.

 

ARTICLE 9 – HONORARY MEMBER
The term Honorary Member refers to any individual who, although not necessarily an osteopath, has shown concrete support for the mission and objectives of Socato.
This member is appointed or removed via discretionary resolution by the Board of Directors. In this case, s/he retains his/her rights and privileges if an Active, Student or Inactive member.

 

ARTICLE 10 – INACTIVE MEMBER
The term Inactive Member refers to any active member of Socato who takes a temporary leave of absence from the practise of osteopathy for a maximum period of two (2) years.
Throughout this period of leave, the member, although not losing any benefits in terms of training, cannot benefit from the privileges and services enjoyed by Active members.
After the two (2) year period, an Inactive Member will be taken off the membership list, except in the case of exceptional circumstances. The decision of whether or not to reinstate the member will be made by the Board of Directors.
It is understood that any temporary or permanent denial of membership will not be considered as leave.

 

ARTICLE 11 – ADMISSION
To be a member of Socato and to remain so, one must meet the following conditions:

a) qualify for one of the four categories noted in Article 6 above;
b) send a formal written request for admission to Socato’s Registrar (see Appendix 1); c) comply with the regulations of Socato;
d) comply with the admission standards established by the Board of Directors;
e) if applicable, pay the membership fee according to its category of membership and according to the rate established by Socato;
f) not be the subject of a temporary or permanent denial of membership, as recommended by the Discipline Committee, ratified by resolution by the Board of Directors.

Any candidate who has graduated from an educational institution not recognised by Socato may be recommended a list of courses to be taken at an educational institution duly recognised by Socato, in order to gain admission.

CHAPTER 3 : ETHICS

Article 13 – CODE OF ETHICS

The Board of Directors, by resolution, establishes a detailed Code of Ethics to which the members of Socato are required to comply. Violation of any of the Articles of this Code and/or the associated Regulations constitutes an act punishable by penalty.

CHAPTER 4 : MEMBERSHIP

The Board of Directors sets by resolution the annual contribution to be paid to Socato for each category of member. Thereafter, it is submitted to the members for endorsement at the annual General Assembly meeting.

No contribution is refundable. It is payable according to its category of membership and according to the rate established by Socato. It is payable in cash, by cheque or by bank draft. No debit or credit cards are accepted.

The contribution is payable on or before September 30th of each year and covers the period from October 1st to September 30th of the following year. Thirty (30) days after this date, the member who has not renewed his or her membership fee will be struck off (denied membership) and will no longer benefit from any of the advantages that a membership with Socato offers.

Once administratively struck-off, the candidate who wishes to renew his or her membership will be required to pay the readmission fees set by the Board, in addition to the full membership fee for the current year.

The Board of Directors may, by resolution, determine special terms of payment.

CHAPTER 5 : GENERAL MEETINGS

Article 15 – COMPOSITION

The General Assembly is composed of the Active Members and Student Members of Socato. Members of the other categories are admitted with no voting rights, but with the right to speak.

Article 16 – OBJECTIVES OF THE GENERAL ASSEMBLY

The General Assembly:

a) proceeds to the election of the members of the Board of Directors;
b) obtains the report from the Chairman of the Socato;
c) decides on any matter assigned to it by these Articles of Association;
d) ratifies any amendment to these By-Laws that has been decided by the Board; e) obtains financial statements as well as the Auditor’s report;
f) if necessary, appoints the Auditors;
g) advises the Socato’ s Directors on the orientation of policies.

Article 17 – ROUTINE MEETING

Each year, Socato holds a routine General Assembly of its members. The Board of Directors of Socato shall determine the place, content and date of such a meeting. However, it must be held within 120 days of the end of Socato’s fiscal year.

Article 18 – SPECIAL MEETING

The President or the Council may at any time call a Special General Meeting of Members at a time and date to be determined by the President or the Council.
However, a Special General Meeting of Members must be convened by the Board of Directors and held within twenty-one (21) working days following a request to that effect, made in writing by at least ten percent (10%) of the Active Members and Student Members, and then addressed to the Secretariat of Socato, in order to be held. Such a request must contain the items on the agenda and only those items may be discussed.

Article 19 – CONVENING NOTICE

Any Routine or Special Meeting of the Members shall be called in writing at least ten (10) working days prior to a meeting. The Notice of Meeting must be sent to each member and must contain the agenda of the meeting.
The accidental omission to send notice of a meeting to one or more members, or the non-receipt of a notice by any person does not invalidate the resolutions adopted at such meeting.

Article 20 – QUORUM

The quorum shall be constituted by those present.

Article 21 – VOTING RIGHTS

Active Members and Student Members are entitled to one vote each. Votes shall be taken by a show of hands unless three (3) voting members or the Chairman of the meeting require a secret ballot, or these Articles of Association expressly provide for such a vote.

If the vote is held by secret ballot, the Chairman of the meeting shall appoint two scrutineers from among those present who shall not have the right to vote. All votes remain under the chairmanship of the meeting. Voting by proxy is not permitted.
Unless otherwise provided by law, all matters submitted to the members’ meeting shall be decided by a simple majority of the votes validly cast.

Article 22 – CASTING VOTE

In the event of a tie, the Chairman of Socato does not have a casting vote.

Article 23 – PRESIDENCY AND SECRETARIAT OF THE ASSEMBLY AND ELECTION

The positions of President and Secretary of the Assembly and Election shall be held by the persons recommended by the Council and ratified by the General Assembly

Article 24 – ASSEMBLY PROCEDURE

The Chairman of the meeting is responsible for the conduct of the meeting. To this end, s/he oversees the procedure.

CHAPTER 6 : BOARD OF DIRECTORS

ARTICLE 25 – COMPOSITION

The Board of Directors is composed of a minimum of three (3) and a maximum of seven (7) members, with the majority being Active and/or Student members.

ARTICLE 26 – POWERS

The Board has the power and duty to administer the affairs of Socato in all respects, subject however to compliance with the law and Socato’s Code of Ethics and Regulations.
OFFICERS

ARTICLE 27 – OFFICIERS

The officers are the President, Vice-President, Secretary and Treasurer. Their roles and functions are determined by the Board.

ARTICLE 28 – ELIGIBILITY

Only members of Socato are eligible for a position on the Board of Directors. Any member of the Board of Directors may be re-elected if he remains a member of Socato.

ARTICLE 29 – ELECTION PROCEDURES

At least twenty-one (21) days before the Annual General Meeting, any member may send their Board of Directors nomination form to the Secretariat of Socato. (see Appendix 2).

If there are a higher number of candidates than the positions available, the General Assembly shall elect the new directors by secret ballot. The positions are filled according to the highest number of votes obtained. Any ballot paper with more marks in the appropriate boxes than positions to be filled will be rejected.

ARTICLE 30 – TERM OF OFFICE

The term of office is two (2) years and the Board is renewable on an alternating basis each year.

A term of office begins at the end of the Routine Meeting of the General Assembly at which the election takes place.

ARTICLE 31 – VACANCIES

Any vacancy on the Board of Directors may be filled by resolution of the Board for the unexpired term of the person being replaced.

In the meantime, the Board may validly continue to exercise its functions, provided that a quorum remains at each meeting.

ARTICLE 32 – RESIGNATION

Any member of the Board of Directors may resign by sending a written notice to this effect to the Secretariat of Socato.

ARTICLE 33 – DISMISSAL

Is automatically dismissed from the Board and ceases to hold office, any director who:

a) loses the status of member of Socato;
b) resigns from the Board;
c) no longer meets the conditions set out in Article 11 (on admission);
d) is dismissed for contravening these By-Laws by a two-thirds (2/3) vote of the members present at a Special Meeting of the General Assembly, called for that purpose;
e) is in personal bankruptcy;
f) is temporarily or permanently struck off the membership list, after having been found guilty of a breach of the Code of Ethics by the Disciplinary Committee.

ARTICLE 34 – RENUMERATION

Under no circumstances may members of the Board of Directors receive any compensation from Socato when acting in this capacity.

ARTICLE 35 – FREQUENCIES

The directors shall meet as often as necessary, but at a minimum twice (2 times) per year.

ARTICLE 36 – CONVENING NOTICE

Meetings of the Board of Directors shall be convened by the Secretary or by the President, either on instructions from the President or at the request of at least two (2) of the Directors.

ARTICLE 37 – NOTICE OF MEETING

Notice of a meeting of the Board of Directors shall be given in writing, by telephone or by e-mail. The notice of convening is at the very least one (1) week beforehand.

ARTICLE 38 – QUORUM AND VOTING

The quorum for holding meetings of the Board of Directors is three (3) directors. Questions are decided by most votes; the President not being entitled to a casting vote. In the event of a tie, the status quo shall prevail.

ARTICLE 39 – PRESIDENT AND SECRETARY OF THE MEETING

Meetings of the Board of Directors are chaired by the President, while the Secretary acts as Secretary of the Meeting. Failing this, the Directors shall choose from among themselves a Chairman and/or a Secretary of the meeting.

ARTICLE 40 – PROCEDURE

The President ensures the smooth running of the meeting and in general conducts the proceedings in all respects.

ARTICLE 41 – OUT OF MEETING DECISION

The members of the Board may meet without notice provided that all waive notice of the meeting. A resolution signed by all of the Directors has the same validity as a resolution passed at a Routine Meeting.

This resolution constitutes the minutes.

ARTICLE 42 – OTHER PARTICIPATION

The Directors may, if all agree, participate in a meeting of the Board of Directors, using means that allow all participants to communicate orally with one another, including by telephone. They then are deemed to have attended the meeting.

ARTICLE 43 – FIRST MEETING

The Directors are required to meet annually at a meeting specially held for this purpose, immediately after the Annual General Meeting, in order to delegate the tasks to any new officers of Socato, whose term of office begins upon their election.

ARTICLE 44 – CONFLICT OF INTEREST

The Directors of Socato must act within the limits of the powers conferred on them, with care, prudence, diligence and competence, as a reasonable person would do in such circumstances, with honesty, loyalty and in the interest of the Socato.
They are required, under penalty of forfeiture, to declare, for recording in the minutes, their conflicts of interest, direct or indirect, distinct from that of Socato, in a contract or matter proposed.
This Director, having such an interest, may not participate in the discussion and decision on the contract or matter in question, and must physically withdraw from the meeting room until the discussion is completed and a decision is made.
A Director’s failure to comply with this section does not invalidate the decision taken, but it does make the Director liable, for his or her profits, to the Society, its members or its creditors, and may result in his or her dismissal as a Director.

ARTICLE 45 – COMPENSATION

Each Director of Socato has assumed and assumes the duties of a director, including that of an officer, on the express condition and in consideration of this undertaking by Socato, to exonerate this Director from any liability and to indemnify them and their successors, heirs and assigns from any claim, action, expense or charge arising from any act or omission on their part, in the course of their duties, with the exception of fraud committed directly by this Director or arising from their own negligence or voluntary omission.

Socato undertakes to take up the Director’s defence in the aforementioned cases.

Socato shall use Socato’s funds for this purpose and shall obtain appropriate insurance.

CHAPTER 7 : COMMITTEES

ARTICLE 46 – COMMITTEES

There are two (2) standing committees within Socato: The Disciplinary Committee and the Complaints Committee.

Each committee is composed of three (3) members.

ARTICLE 47 – AD HOC COMMITTEES

The Board of Directors may create special committees and appoint their members, according to the needs of Socato, for a specific period and for specific purposes. These committees deal with the matters for which they are formed, and report to the Board to which they are accountable.

Ad hoc committees are dissolved at the end of their mandate.

ARTICLE 48 – ELIGIBILITY

Only Socato members are eligible for appointment to ad hoc committees.

CHAPTER 8 : DISCIPLINARY COMMITTEE

ARTICLE 49 – COMPOSITION

The Disciplinary Committee is composed of at least three (3) members of Socato, appointed by the Board, to hear and judge any complaint filed against a member of Socato. The committee retains the right to use a legal expert.

The President must be appointed by the Board. At least two (2) other persons must be appointed by the Board from among the members of Socato. The Board shall determine the duration of their term of office.

To temporarily replace a member of the Committee, other than the Chairman, who is unable to act or who is in a conflict of interest in a particular case, the Board may appoint a number of members of Socato to sit on the Committee. This appointment may not be refused except for a legitimate reason.

ARTICLE 50 – POWER AND DUTIES

Any complaint made against a member of Socato for breach of these regulations, or against Socato’ s Code of Ethics shall be referred to the Disciplinary Committee. In this regard, the Disciplinary Committee may adopt any rule intended to ensure the internal management of the treatment of complaints.

In addition, the Disciplinary Committee may issue orders for the non-publication and/or non-disclosure of any information allowing the identification of a person who has filed a complaint with the Discipline Committee.

The Discipline Committee must report annually to the Board on its activities. This report must indicate the number and nature of complaints received, the number of complaints rejected, the number and nature of convictions handed down and the origin of the complaints.

ARTICLE 51 – DISMISSAL

To remove members of the Discipline Committee pending a hearing from office, a majority vote of the Board is required. The Board may not adopt a resolution to remove one or more of these individuals unless it has given them written notice (stating the reasons for their removal and their right to be heard) at least thirty (30) days before the date of the meeting at which the resolution is to be proposed.

ARTICLE 52 – ABSENCE

When a member of the Committee is unable to act due to absence, illness or any other cause, he or she may be replaced by a member appointed by the Board for such an eventuality.

ARTICLE 53 – CONFLICT OF INTEREST

Any member of the Discipline Committee who is related to, or intimate friend or associate of, a member whose cause is being considered by the Discipline Committee shall report this fact to the Secretary of the Committee and the Secretary shall replace him or her with another member from the bank of potential members of the Discipline Committee established for this purpose.

ARTICLE 54 – SOLEMN DECLARATION

The members and the Secretary of the Disciplinary Committee must make a solemn declaration as contained and, in the form, provided for in Appendix 4 (see Appendix 4).

ARTICLE 55 – MEETING

The Disciplinary Committee shall meet as often as necessary, upon convocation by the Chairman of this Committee. Meetings of the Disciplinary Committee may be held without notice if all members are present. Otherwise, the notice period is seven (7) clear days, notice may be given by mail, telephone or e-mail. Minutes of each meeting of the Disciplinary Committee are recorded.

ARTICLE 56 – PRESIDENCY

The meetings of the Committee shall be presided over by the Chairman of the Disciplinary Committee.

ARTICLE 57 – QUORUM

The quorum for holding meetings of the Disciplinary Committee is three (3) of its members. Questions are decided by most votes, the Chairman not being entitled to a casting vote. In the event of a tie, the status quo shall prevail.

 

ARTICLE 58 – DUTY OF THE SECRETARIAT

The Secretary of the Discipline Committee shall ensure the preparation and storage of the Committee’s files and ensure that they are accessible, in accordance with these Regulations.

S/he shall hold a hearing register and shall also ensure that it is accessible at the Head Office at least ten (10) days before the scheduled date for the hearing.

ARTICLE 59 – COMPLAINT TO THE SECRETARIAT

Any complaint against a member shall be lodged with the Secretariat of the Disciplinary Committee.

ARTICLE 60 – FORM AND CONTENT

The complaint must be made in writing and accompanied by the solemn declaration of the complainant in the form provided for in Annex 3. It must briefly indicate the nature, and circumstances of time and place of the alleged offence.

ARTICLE 61 – MEMBER’S OPINION

The Secretary of the Discipline Committee must notify the member concerned to whom the complaint relates by certified mail.

ARTICLE 62 – APPEARANCE

The member against whom the complaint is made shall appear in front of the Secretariat of the Discipline Committee, personally or through his or her representative, within ten (10) days of the notification of the complaint.

ARTICLE 63 – DECLARATION

The appearance is accompanied by a written statement in which the member acknowledges or not the alleged misconduct. If the appearance is not accompanied by such a statement, the member is presumed not to acknowledge the alleged misconduct.

ARTICLE 64 – CHALLENGE

The appearance may be accompanied or followed within ten (10) days by a written protest.

ARTICLE 65 – PROVISIONAL EXPULSION

The complaint may require the immediate provisional expulsion or striking-off of the member in question when the facts alleged against him or her are of such a nature that their continuation or repetition would seriously compromise the protection of the public.

ARTICLE 66 – HEARING TIME-LIMIT

The hearing of the motion for the member’s provisional striking-off must begin within ten (10) days of the complaint being served on the member, after notice has been served to the member concerned by the Secretary of the Discipline Committee at least two (2) clear days before the hearing.

ARTICLE 67 – ORDER AND TEMPORARY EXPULSION

Following this hearing, the Discipline Committee may issue an interim removal order against the member concerned, should it be considered necessary for the protection of the public.

ARTICLE 68 – ENFORCEABLE ORDER

The interim suspension order shall become enforceable as soon as it is served to the member concerned, by certified mail and shall remain in effect until the final decision of the Discipline Committee, unless the latter decides otherwise. However, if the order is made in the presence of the parties, it is deemed to have been so served on the member concerned.

ARTICLE 69 – OPPOSABILITY TO THE MEMBER

Such suspension shall be enforceable against the member when s/he has been served with it.

ARTICLE 70 – ASSISTANCE OF A LAWYER

Any party or witness summoned to appear before the Disciplinary Committee shall have the right to be assisted or represented by counsel.

ARTICLE 71 – NOTICE OF HEARING

Any party or witness summoned to appear before the Disciplinary Committee shall have the right to be assisted or represented by counsel.

ARTICLE 72 – TESTIMONY AND IN CAMERA PROCEEDINGS

Depositions shall be recorded, unless the parties waive the recording.
All hearings are public. However, the Disciplinary Committee may, ex officio, upon request, order the proceedings to be held in camera in the interests of morals or public order, to ensure the protection of the individual’s privacy or reputation.

ARTICLE 73 – PROCEDURE

The Disciplinary Committee may use all legal means to investigate the facts alleged in the complaint.

ARTICLE 74 – DEFENCE

The Discipline Committee must allow the member concerned in the complaint to present a full and complete statement of defence, including the right to be heard.

ARTICLE 75 – ABSENCE

The Committee may proceed in the absence of the member concerned if s/he fails to appear, despite being duly notified of the date and place of the hearing.

ARTICLE 76 – SUMMONING OF WITNESSES

The Discipline Committee and the member concerned are responsible for summoning witnesses whom each deems it appropriate to have heard.

ARTICLE 77 – RESPONSES TO QUESTIONS

The member concerned is required to answer all questions. The Committee may not, however, compel the testimony of a person who is not a member of Socato, even if s/he has been summoned.

ARTICLE 78 – MINUTES AND CONTENTS

The Secretary shall record the minutes of the hearing and the decision of the Disciplinary Committee in a special registry. If there is no recording, the minutes shall contain a summary of the statements and shall be deemed to be proof of them.

ARTICLE 79 – DECISION

The Disciplinary Committee decides whether the member concerned has committed a breach of Socato’s Code of Ethics and/or these Rules and Regulations and suggests, if necessary, an appropriate sanction.

ARTICLE 80 – DECISION RECORDED

The decision of the Discipline Committee shall be recorded in writing and signed by all members of the Committee. It must contain, in addition to the operative portion, the reasons for the decision.

ARTICLE 81 – TAXABLE PENALTIES

In the event of a breach of the Code of Ethics or of these Rules and Regulations, the Discipline Committee may recommend to the Board of Directors one or more of the following sanctions:

• reprimand;
• advanced training course;
• temporary or permanent removal as a member of Socato;
• fine of at least one hundred dollars ($100), to a maximum of one thousand dollars ($1,000) for each offence, payable to the Socato;
• therapy for and/or supervision of the member by professionals accredited by the Discipline Committee and the Board.

ARTICLE 82 – MODALITIES OF SANCTIONS

The Disciplinary Committee shall recommend to the Board the terms and conditions of the sanctions to be imposed on the member concerned.

ARTICLE 83 – ENFORCEABLE DECISION

The decision of the Discipline Committee shall constitute a recommendation to the Board, which must ratify it within forty-five (45) days for it to become enforceable.

ARTICLE 84 – HEARING OF THE PARTIES

Within this forty-five (45) day period, the Committee may ask to hear from the parties regarding the sanction to be imposed.

ARTICLE 85 – NOTICE OF HEARING

The Secretary of the Board shall then notify the member concerned, by certified mail, of the date and place of the sanction hearing, at least five (5) clear days before the hearing.

ARTICLE 86 – NOTICE OF THE DECISION

Within forty-five (45) days of the Discipline Committee’s decision, the Board shall decide on the recommendation. The decision of the Board endorsing the recommendation of the Discipline Committee shall be communicated to the respondent member by certified mail as soon as possible by the Secretary of the Board.

ARTICLE 87 – OPPOSABILITY TO THE MEMBER

The decision of the Board shall be binding for the member once s/he has been served with it by certified mail.

ARTICLE 88 – COLLECTION OF FINES

Socato may use seizure to collect the fines imposed.

ARTICLE 89 – APPEAL

Decisions of the Board of Directors, concerning the conviction of a member and the related sanctions are final and without appeal.

ARTICLE 90 – SANCTION NOTICE

After the Board has endorsed a decision of the Disciplinary Committee, finding a member of Socato guilty, the Secretary of the Disciplinary Committee must inform, by notice, the members of Socato. Such notice shall include the name of the accused member, his or her principal place of practise and the address of that place, the date and nature of the offence s/he has committed and/or the penalty imposed, as well as the date and a summary of the board’s resolution to that effect.

ARTICLE 91 – PUBLICATION

The notice referred to in section 90 may also be published or inserted by the Secretary of the Discipline Committee in a newspaper or publication in the place where the member concerned principally pursues his or her practice, unless the Discipline Committee or the Board decides otherwise. When a notice is public, it must be under the heading “PROVISIONAL DELAY NOTICE OR PERMANENT REMOVAL OF MEMBER STATUS BY THE CANADIAN SOCIETY FOR TRADITIONAL OSTEOPATHY”.

ARTICLE 92 – PUBLICATION AND/OR NON-DISCLOSURE ORDER

The Board may order the non-publication and/or non-disclosure of any information allowing the identification of a person who has filed a complaint with the Secretary of the Disciplinary Committee. This order is enforceable for a fixed or indefinite period.

CHAPTER 9 : FINANCE

ARTICLE 93 – FISCAL YEAR

The financial year of Socato ends on August 31st of each year.

ARTICLE 93 – AUDIT

The books as well as the financial statements of Socato are audited each year, as soon as possible after the end of each fiscal year, by the auditor appointed for this purpose at each annual meeting of members.

ARTICLE 93 – DISSOLUTION

In the event of the dissolution of Socato, upon the discharge of its debts and the settlement of its affairs, all funds and assets remaining from it will then be transferred, free of tax, to one or more non-profit organisations having the same objectives as the Society.

CHAPTER 10 : DECLARATION

ARTICLE 96 – DECLARATION

The president, vice-president, secretary, treasurer, any of them authorized or any other officer or person authorized by the board of directors is authorized and empowered to answer for Socato to all writs, orders and interrogations on facts and articles issued by any court, to answer on behalf of Socato to any garnishment and to declare on behalf of Socato any garnishment in which Socato is the garnishee of third parties, to make any affidavit or statutory declaration in connection with such garnishment or in connection with any proceedings to which Socato is a party, to make requests for transfers of property or requests for liquidation or sequestration orders against any debtor of Socato, as well as to be present and to vote at any meeting of creditors of Socato’s debtors and to grant power of attorney in respect of such proceedings.

CHAPTER 11 : ADOPTION AND/OR AMENDMENT OF GENERAL REGULATIONS

ARTICLE 97 – AMENDMENT OF GENERAL REGULATIONS

The Board of Directors has the power to adopt, amend or repeal the by-laws of Socato.

Subject to the exceptions provided for in the law, each adoption, amendment or repeal of a by-law, unless ratified in the meantime by a special general meeting, shall only be in force until the next annual general meeting. If it is not ratified at this meeting, it ceases to be in force as of that day only.

Any ratification requires the approval by a simple majority of the votes of the members present at an annual or special general meeting, duly called for that purpose, except for amendments relevant to changes to the letters patent (change in the name of Socato, change in the number of directors, change in the objects or other provisions of the letters patent and change of location of the head office), which require the approval of two- thirds (2/3) of the votes of the members who are entitled to vote.