I - PURPOSES OF THE FOUNDATION

Article 1

The establishment called : René Touraine Foundation for Dermatological Research, set up in 1990, shall aim at promoting, as well in France as abroad, any action that makes it possible to understand better the skin normal working, to favour the development of the means that enable it to protect from environmental agressions, to discover the causes of its diseases, to improve the preventive and curative treatments of skin diseases, in particular occupational ones, to develop methods in order to treat more efficiently the genetic and congenital skin-related handicaps as well as the consequences of large skin destructions of serious accidents burns, car accidents,..., or vascular insufficiency, ulcers of the legs,... . The head office shall be in Paris.

Article 2

The Foundation means of action shall be

1. the awarding of grants to French dermatologists and scientists willing to train in dermatological research or to foreign dermatologists or scientists willing to undertake a dermatological program in France.
2. the awarding of research assistance to dermatological research laboratories or laboratories working in fields related to skin diseases.
3. the creation and animation of clinical research networks putting together, thanks to telematics, medical centers and private dermatologists.
4. the organization of meetings or congresses and other events between dermatologists, scientists, Ministries officials, Pharmaceutical and Cosmetic Industry officials in order to develop joint actions aiming at improving dermatological affections diagnosis, prevention and treatment.
5. the improvement of the communication between dermatologists, and with the patients, thanks to the organization of scientific meetings, the realization of epidemiologic, physiopathological and therapeutic reports for the patients, the publication of magazines, films and other audiovisual means.

II - MANAGEMENT AND WORKING

Article 3

The Foundation shall be managed by a Board of Directors consisting of fifteen (15) members

6 founder members :

• Professor Louis Dubertret.
• The eldest of Rene Touraine closest descendants or the one he will choose, or, for lack of it, the eldest of the closest collaterals.
• Four (4) representatives of the Founder College.

5 ex-officio members :

• The Minister of the Interior or his representative
• the Minister of Education or his representative
• the Minister of Health or his representative
• The Minister of Research or his representative
• The General Director of Assistance Publique des Hopitaux de Paris, or his representative

4 members chosen for their particular competence in the fields that interest the Foundation. These 4 members shall be co-opted by the other members of the Board of Directors.

The Foundation Board of Directors shall be helped in its choice by :

a Founders College which shall call the meeting of the founders’ representatives at least twice a year. It shall elect its representatives in the Foundation Board of Directors. At least two out of the four elected representatives shall be chosen among the initial Founder College made up the representatives of the eleven members herein referred to in article 10. The Founder College shall be informed of the Foundation activities and may put any advisable motion for the development of the latter. It shall suggest in particular to the Board of Directors the matters of the scientific meetings. The chairman of the Foundation and the scientific council bureau shall take part in the meetings of the Founder College but shall not be entitled to vote.

The majority of the members of the Founder College shall have to be present for the valid ratification of the proceedings. Each member shall be entitled to one proxy in addition to his own one. Should a quorum not be present, a new notification shall be sent according to the conditions described in the by4aws. The college may then lawfully deliberate provided at least a third of its members is present or represented. Each member shall have a number of votes in relation with the amount of his total participation to the endowment. A founder may not have more than 2 votes.

The Founder College may invite observers to the meetings ; the representatives of professional associations unions, etc... These observers shall not be entitled to vote.

A Scientific Council, which shall lead the Foundation in close relation with the Founder College. It shall meet at least twice a year in order to put its proposals before the Foundation Board of Directors. It shall, in particular, suggest applicants for the grants of the Foundation. It shall consider, in relation with the Founder College, and under the authority of the Board of Directors, the advisability to the different suggested actions and the annual calendar of the scientific meetings events. This Scientific Council shall consist of fifteen to twenty-two members representing the international dermatological society from university medical centers and the scientists from public and private sectors. It shall choose, among its members, a bureau with five members, the activity of whom shall be particularly orientated towards dermatological research, in order to representant the Scientific Council at the meeting of the Founder College.

The majority of the serving members of the Scientific Council shall have to be present for the valid ratification of the proceedings. Each member shall be entitled to one proxy in addition to his own one. Should a quorum not be present, a new notification shall be sent according to the conditions described herein in the by-laws. The council may then lawflilly deliberate provided at least a third of its members is present or represented. Should the votes be equally distributed, the Chairman’s vote shall be a casting vote.

The Scientific Council shall consist of five ex-officio members and ten to seventeen elected members. The initial membership of the Scientific Council shall be as follows :

Ex-officio members :

• the Foundation chairman.
• the managing director of the INSERM (the French association for health and medical research) or his representative
• a representative assigned by the French Dermatological Society
• a representative assigned by the French Dermatological Research Society
• a representative of the French Cosmetology Society
• Ten to seventeen elected members. They shall be chosen by the Board of Directors.

The Board of Directors and Scientific Council elected memberships shall be for a period of six years and renewed be half every 3 years. At the time of the next renewal, the names of the retiring members shall be drawn by lot. The retiring members may be renewed. At the time of each renewal, the Board of Directors shall appoint the new members upon the proposal of the Scientific Council and the Founder College.

The Founder College is a permanent one.

In case of death or resignation of one of the Board of Directors members, he shall be replaced within two months. The person so elected shall hold office during such time only as the member in whose place he was elected would have the office.

Article 4

The Foundation Board of Directors shall choose among its members a bureau consisting of a Chairman, a Vice-Chairman, a Secretary and a Treasurer. The Vice-Chairman is a member of the Founder College. The Board of Directors Bureau shall be elected for a period of three years. It may be renewed.

Article 5

The Meetings of the Foundation Board of Directors shall be held at least twice a year and may be held at any time by order of the Chairman or by requisition signed by a quarter of the members. The majority of the Board of Directors members in office shall have to be present for the validity of deliberations. Each member shall be entitled to one proxy in addition to his own one. Should a quorum not be present, a new notification shall be sent according to the conditions described herein in the by-laws. The council may then lawfully deliberate provided at least a third of its members is present or represented. Should the votes be equally distributed, the Chairman’s vote shall be a casting vote A minute-book shall be held, which shall be signed by the Chairman and the Secretary. External individuals and Foundation remunerated agents may be called by the Chairman to attend, with an advisory vote, the meetings of the Board of Directors.

Article 6

All functions of the members of the Board of Directors and the members of the bureau shall not be remunerated. However, expenses may be refunded, should the written proof be provided.

III - ATTRIBUTIONS

Article 7

The board of directors shall examine, once a year, a report from its bureau about the financial and moral situation of the Foundation. It shall read, discuss and certify, if necessary, the closed financial year accounts that the treasurer shall submit to it, with the relevant written proofs. Depending on the disposable income, it shall vote the budget of the next financial year, the Bureau proposals and discuss the matters on the agenda. Upon the proposal of the Scientific Council and the Founder College, it shall appoint the Board of Directors and Scientific Council members at the time of the renewals provided by the articles and in case of death or resignation. The Board of Directors Bureau shall investigate all cases put before the Board of Directors and see to the enforcement of the decisions. The annual report on the Foundation situation, as well as the budgets and accounts, shall be sent each year to the departemental Prefect, the Minister of the Interior, the Minister of Education, the Minister of Health and the Minister of Research and Technology.

Article 8

The Chairman shall represent the Foundation in all civilian life events. He shall schedule expenses. He may delegate his powers according to the conditions herein referred to in the by-laws. In case of legal proceedings, only a trustee acting in pursuance of a special power may appear for the Chairman. The representatives of the Foundation shall enjoy thoroughly their civil rights. The treasurer shall collect the receipts and pay for the expenses.

Article 9

The Board of Directors proceedings in relation with the acquisitions and alienations of personal and real estatte goods related to the endowment, with the creation of mortgages and with loans, shall be valid only after administrative approval. The Board of Directors proceedings in relation with the acceptance of donations and legacies shall be valid only after administrative approval given under the conditions referred to in article 910 of the Civil Code, article 7 of the law of February 4,1901 and the decree N0 66-388 of June 13, 1966, modified.

IV - ENDOWMENT AND ANNUAL RESOURCES

Article 10

The endowment shall consist of

1. the whole donations that shall be made by eleven legal entities, for a total amount of EIGHT MILLION FWE HUNDRED THOUSAND FRENCH FRANCS (8.500.000). These eleven legal entities commited themselves to make up the endowment according to 11 deeds acknowledged by Mr. Egret, Notary in Paris (France), prior to the presents.
2. as well as the title deeds coming from research.

The total endowment shall be paid-up in five annual instalments, the first amounting to 1.950.000 francs, the second to 1.650.000 francs, the third and the fourth to 1.600.000 francs and the fifth to 1.700.000 francs. Each instalment shall be paid within the month of the enforcement of the decree stating the acknowledgement of public purpose of the Foundation, then, within the month following the anniversary of the enforcement of the hereabove decree. The Ministry of the Interior shall be informed of it. Should, for any reason an instalment not be paid or should the endowment not be totally paid up at the end of the deadline referred to in the authentic deed, the acknowledgment of public purpose shall be withdrawn and the assets of the Foundation shall be allocated in the conditions referred to in article 15 of the hereby articles of association.

The endowment shall be increased with the income of the authorized gifts with no particular assignement as well as with the tenth of the surplus annual resources.

Article 11

The securities included in the endowment shall be invested in registered securities for which shall be drawn a note of registered references provided for in article 55 of the law N0 87-416 of June 17, 1987 on savings, or in securities acceptable to the Banque de France for loan securing purposes. At last, these securities may be invested in investment property.

Article 12

The reserve fund shall receive, apart from the tenth assigned to the endowment, the surplus of the annual resources made by the Foundation.

Article 13

The annual resources of the Foundation shall consist of

1. the endowment income.
2. the whole or part of the surplus in the actual monetary value of the appreciation produced by the regular management of the transferable assets of the Foundation.
3. the income of the admission fees, the visitor’s fees, the participation to paying events expenses, congresses, lectures, shows, exhibitions, the sales organized by the Foundation, the payment for the services done, in particular for expert evaluations, consultations, analyses, contracts for survey or research, carried out by the Foundation.
4. the income of the author’s copyright of the Foundation as regards publishing, producing and reprinting.
5. the income of the sales, if any, of transferable assets of the Foundation.
6. the financial support, grants and payments that it shall receive from the State, the regions, the departements, the districts, the government-own corporations, the companies or any other natural person or legal entity of private or public law.
7. the income of the gifts subject to administrative approval which may, by authorisation, be used as a current resource.

The use of the funds coming from all the public grants awarded during the closed financial year shall be justified each year to the departemental Prefect, the Minister of the Interior, the Ministers of Education, Health and Research.

V - MODIFICATIONS OF THE ARTICLES AND WINDING UP

Article 14

The hereby Articles of Association may be modified only after two proceedings, with an interval of two months in-between, of the Board of Directors and with the majority of the three quarters of the serving members.

Article 15

Should there be a winding up or a removal of the acknowledgement of the public purposes, the Board of Directors shall assign one or several liqui- dators for the settlement of the assets of the Foundation. It shall allocate the net assets to one or several similar foundations, public or of public purposes, or to a private Foundation as referred to in article 6 of the law of July 1 st , 1901. These proceedings shall be sent immediately to the Minister of the Interior, Minister of Education, Minister of Health and Minister of Research. Should the Board of Directors not take the hereby measures, a decree shall intervene to see to it. The holders of funds, securities or records belonging to the Foundation shall duly give them up to the commissioner appointed by the hereabove decree.

Article 16

The proceedings of the Board of Directors referred to in articles 14 and 15 shall be valid only after the goverment’s approval.

VI - BY-LAWS AND SURVEILLANCE

Article 17

The by-laws adopted by the Board of Directors shall be sent to the Departemental Administration. They shall adopt the necessary details conditions to ensure the enforcement of the hereby articles of association. They shall be enforced only after the Minister of the Interior’s approval.

Article 18

The Minister of the Interior, the Minister of Education, the Minister of Health and the Minister of Research shall be entitled to have their delegates visit the various departments related to the Foundation and to be explained their working.