By-laws of non-profit organization Fund My Medical Research

Article 1 - Name

Here is founded, by people adhering to these by-laws, a non-profit organization regulated under French law by the law of the 1st of July 1901 and the decree of the 16th of August 1901 called: Fund My Medical Research

Article 2 - Goals

The goal of this non-profit organization is: to gather Patient Funds on projects relating to medical research, using the principles of crowdfunding. Money dedicated to projects and money dedicated to operating cost of the organization will be treated separately and completely segregated from the moment money is collected, allowing a total transparency of the means effectively allocated to projects. The financing of project could, according to the nature or the entity carrying them, consist in subsidies, investments in securities or loans where these are legally possible. Financings that will generate a reimbursement of funds will see the entire portion of their principal, as well as a significant part of the returns entirely reallocated to the segregated portion exclusively dedicated to the financing of projects.

Article 3 – Management of Patient Funds

Patient Funds, meaning the funds explicitly dedicated to the financing of medical research projects, will be kept in a segregated way and exclusively dedicated to subsidies, investments in securities emitted by innovative medical startups (biotechs, medtechs,..) or loans, when lawfully possible, to these innovative medical startups. These investments will be by nature highly risky to answer financing needs in the critical phases of development of medical solutions (drugs, medical devices,...). In the case of financial investments, the principal, when it will be effectively reimbursed by the benefiting project, will be entirely reintegrated in the Patient Funds. Potential benefits will see most of their amount reintegrated in the Patient Funds, and a minor share will be assigned to cover the operational costs of this non-profit organization.
The decisions controlling the use of Patient Funds will be entirely driven by the initial donors, in proportions to the sums they will have contributed, or will be managed by delegation by this non-profit organization when donors do not wish to exercise this control, or when the sums under their supervision will have stay dormant beyond a period corresponding to a wise use of financing to new projects (e.g. more than a year).

Article 4 – Covering of Operational Cost

Resources to cover operational costs come from:
• Membership fees;
• Subsidies by private or public organizations;
• The percentage of donations that are explicitly assigned to the operations of this non-profits. This percentage is defined by the board and is intended to fall below twelve percent (12%), this percentage can in no case be defined beyond a threshold of twenty five percent (25%);
• The of potential benefits received above reimbursement of the principal by funded projects. This percentage is defined by the board and should represent a minor and reasonable portion of the benefits (e.g. 20%);
• The proceeding during exceptional events;
• The sales made to members.

Article 5 - Address

This non-profit organization is headquartered at the domicile of its president Frederic Baud.

Article 6 - Duration

The duration of this non-profit organization is not limited in time.

Article 7 – Membership

To become a member of this non-profit organization, any applicant must fill a subscription form, be approved by the board, pay the admission fee. Any membership application is done in the intention of contribute in a volunteering way to the operations of this non-profit organization in order to develop and manage it in an efficient manner.

Article 8 – Admission and membership fees

An admission fee of fifty (50) Euros must be paid by persons willing to become members. This admission fee can be modified by the board. A yearly membership fee of fifty (50) Euros must also be paid by members. This membership fee can be modified by the board.

Article 9 - Removal

Membership status is lost because of:
• death
• resignation through a letter sent to the board
• failure to pay the membership fee 3 months over the due date
• removal for serious reasons. This would be stated by the board after having heard the member duly notified through a letter with acknowledgement of receipt

Article 10 - Board

This non-profit organization is supervised and controlled by a board composed of no less than 2 and no more than 7 members, elected during a general meeting. A president and a treasurer are elected by the board. The president represents this non-profit organization in all civil acts. He or she has the ability to carry legal actions in the name of this non-profit organization. In case of vacancy, the board replaces the departing members until the next general meeting.

Article 11 – Meetings of the board

The board holds a meeting at least every six months. Decisions are taken by the majority of votes. The president has a decisive vote in case of equality. Minutes of the meeting are published.

Article 12 - Compensation

Members of the board can be reimbursed for their expenses in the interest of this non-profit organization based on documentary evidences, travelling costs will be covered based on ratios defined by the tax administration. The role of board members is performed in volunteering way.
This non-profit organization can, if necessary, hire paid workers to perform in a professional manner operations linked to an efficient execution of the goals of this non-profit organization. These paid workers cannot be, either members of the board, or members of this non-profit organization and will execute their actions in conformance with the directions given by the board.

Article 13 – Ordinary general meeting

An ordinary general meeting gathers all the members having paid their membership fee. They are notified by electronic means. The ordinary general meeting is held every year during the month of January. Decisions are taken by the majority of the attending or represented members. The president, helps by members of the board, chairs the meeting and presents a report of this non-profit organization situation. The treasurer reports on the financial situation of this non-profit organization and presents a balance sheet to be approved by the general meeting. The general meeting confirms every year the mandate of the board by a majority vote. In case majority is not reached, a new election of the board is called. Every three years, the general meeting holds the election of the members of the board.

Article 14 – Extraordinary general meeting

The extraordinary general meeting is competent to modify these by-laws, decide the dissolution of this non-profit organization or the merger with another non-profit organization. The extraordinary meeting is notified by the means defined in article 13. An extraordinary general meeting is held when at least a third of the members require an occurrence, or when the board requires it. Minutes of the meeting will be published.

Article 15 – Rules of procedure

The board can decide the institution of rules of procedure who will be approved during a general meeting. It is then applicable to all members of this non-profit organization.

Article 16 – Transfer of Patient Funds

A part of the Patient Funds, for example funds dedicated to research on a particular disease, can be transferred by a simple decision of the board to another non-profit organization, pursuing goals in accordance with these funds, and operating along principles that will allow the supervision by initial donors.

Article 17 - Dissolution

Dissolution can be stated by an extraordinary general meeting who names a liquidator. Assets will be transferred, as stated by article 9 of the law of 1st of July 1901, to other non-profit organizations compatible with the goal of financing medical research.