ARTICLES OF ASSOCIATION
of
AMPERE EUROPE LIMITED

1. Preliminary

1.1 In these Articles:

"the Company"
means AMPERE EUROPE LIMITED a non-profit making company

"the Committee"
means the committee of management of the Company

"OGA"
means an Ordinary General Assembly of the Company to be held every two years in accordance with the provisions of Article 5

"the Act"
means the Companies Act 1985 (of England and Wales) including any statutory modification or re-enactment of it for the time being in force

"clear days"
in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect
and unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Act but excluding any statutory modification of it not in force when these Articles become binding on the Company.

1.2 The Company is established for the purposes expressed in the Memorandum of Association

2. Qualification of Members

A member shall be any person who pays the subscription referred to in Article 4 hereafter and is:-

2.1.1 A professional from industry or academe who is active in the use of microwave and radio frequency power or who is interested in its future development or
2.1.2 Any other interested individual, including a consultant or
2.1.3 An honorary member elected at an OGA by the members of the Company
2.2 Such a person may apply to the secretary of the Company for membership and on payment of the appropriate subscription the secretary shall enter the name of such a person in the list of members and such a person shall become a member accordingly.
2.3 The Committee may unanimously and for good reason terminate the membership of any individual or member organisation, provided that the individual concerned or the appointed representative of the member organisation concerned (as the case may be) shall have the right to be heard by the Committee, accompanied by a friend, before a final decision is made
2.4 The Committee may appoint as Fellows of the Company members who the Committee feel are worthy of the title of Fellow.

3. Retirement of Members

Any member desiring to retire shall signify such desire in writing to the secretary of the Company and his name shall then be removed from the list of members and he shall cease to be a member as soon as his name has been removed from the list

4. Subscriptions

4.1 Subscriptions shall be payable annually at a rate to be fixed for the following 2 years by the members at each OGA on a proposal from the Committee
4.2 Honorary membership shall be free

5. Ordinary General Assemblies

5.1 An OGA shall be held every 2 years, the first OGA to be held in September 2003
5.2 The business of the OGA will include the following:-
5.2.1 Minutes of the previous OGA
5.2.2 A report by the President
5.2.3 Consideration of the accounts and balance sheet duly audited or prepared for the previous 2 financial years
5.2.4 Election of members of the Committee in accordance with Article 9
5.2.5 Announcement of the next OGA venue (such venue to be decided by the Committee)

6. General Meetings

6.1 All General Meetings other than OGAs shall be called Extraordinary General Meetings
6.2 The Committee may, whenever it thinks fit, convene an Extraordinary General Meeting
6.3 The Committee shall on a requisition made in writing by any 20 or more members immediately proceed to convene an Extraordinary General Meeting. If it does not proceed to convene a meeting within 21 days from the date of the requisition, the requistionists or a majority of them may themselves convene a meeting in accordance with the provisions of section 368 of the Act.
6.4 Any requisition made by members shall state the object of the meeting and the terms of any special or extraordinary resolution to be proposed and shall be left at the registered office of the Company
6.5 At least 21 clear days before every meeting whether an OGA or Extraordinary General Meeting, notice specifying the place, the day and the hour of the meeting and, in case of special business, the general nature of such business, shall be given to the members in the manner stated in Article 13 of these Articles or in such other manner, if any, as may be prescribed by the Company in General Meeting; but the accidental omission to give such notice to, or the non-receipt of such notice by any member shall not invalidate the proceedings of any General Meeting or OGA.

7. Proceedings at OGAs and General Meetings

7.1 All business at any meeting shall be deemed special, with the exception at an OGA of the consideration of the accounts and balance sheet and any documents annexed to them, the report of the Committee and the report of the auditors (if any), the election of members of the Committee in the place of those retiring and the reappointment of any retiring auditors and the fixing of their remuneration.
7.2 No business shall be transacted at any meeting unless a quorum of not less than 10 members is present at the commencement of such business
7.3 If within half an hour from the time appointed for the meeting a quorum is not present the meeting, if convened upon the requisition of members shall be dissolved; in any other case it shall stand adjourned to the next day in the same week at the same time and place and if at such adjourned meeting a quorum is not present the meeting shall stand dissolved.
7.4 The President or in his absence a member of the Committee shall preside as chairman at every General Meeting or OGA of the Company
7.5 If neither the President and nor a member of the Committee is present at the holding of a meeting the members present shall choose some one of their number to be chairman of the meeting
7.6 The chairman may, with the consent of the meeting, adjourn any meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from the which the adjournment took place
7.7 At any General Meeting or OGA a declaration by the chairman that a resolution has been carried or lost and an entry to that effect in the minute book of the Company shall be conclusive evidence of fact
7.8 Every member who (being an individual) is present in person or (being a corporation) is present by a duly authorised representative, not being himself a member entitled to vote, shall have one vote and on a poll every member shall have one vote
7.9 A member may on a poll vote by proxy. Evidence to the satisfaction of the Committee of the authority of the person claiming to exercise the right to vote shall be deposited at the registered office, or at such other place as is specified in the notice convening the meeting for the deposit of instruments of proxy, not less than 48 hours before the time appointed for holding the meeting, OGA or adjourned meeting or OGA at which the right to vote is to be exercised and in default the right to vote shall not be exercisable. An instrument appointing a proxy shall be in writing, executed by or on behalf of the appointor and shall be in any form which is usual or which the Committee may approve.
7.10 In the case of an equality of votes the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a casting vote
7.11 No member shall be entitled to vote at any General Meeting or OGA if any money owing from him on any account to the Company is overdue

8. Election of President

8.1 The President shall be elected by the Committee from nominations received from the members a minimum of 2 months before an OGA
8.2 The President shall take office at the end of the said OGA and shall preside over the Company until the end of the following OGA approximately 2 years later
8.3 An incumbent President may stand for re-election up to 2 times and may not hold office for more than 6 consecutive years
8.4 A former President may stand for re-election as President after a minimum period of 2 years out of office and the provisions of Article 8.3 shall apply on such re-election

9. Committee of Management

9.1 The Committee of Management of the Company shall consist of the President and 11 other Committee members all of whom must be members of the Company
9.2 The Committee members other than the President shall be elected at each OGA from nominations received from the members a minimum of 2 months before an OGA, each such nomination to be seconded by another member
9.3 The Committee members shall take office at the end of the said OGA and their tenure of office will last until the next following OGA
9.4 Any Committee member may stand for re-election with no restriction on how long he may hold office
9.5 The election of Committee members shall take place at the OGA by secret ballot arranged by a minimum of 2 returning officers, neither of whom may be candidates
9.6 Any casual vacancy on the Committee may be filled by the other members of the Committee
9.7 The Committee may continue to act even though the number of its members is reduced by death, retirement or otherwise below the number of 12 (including the President) but if at any time the number is reduced below 9, the continuing members of the Committee shall act only for the purpose of filling vacancies until there are at least 9 members of the Committee (including the President)
9.8 The Committee shall meet at least once a year to conduct the business of the Company
9.9 The Committee shall have control over all the affairs and property of the Company
9.10 The Committee shall engage all such officers and employees as it may consider necessary and shall regulate their duties and fix their salaries
9.11 Working groups may be set up by the Committee for particular items or business and a member of the Committee will chair such a group. Other members of the working group need not be members of the Company

10. Secretary

10.1 The Company shall have a secretary who shall be appointed by the Committee for such term at such remuneration and upon such conditions as the Committee may think fit
10.2 Anything required or authorised to be done by or to the secretary may if the office is vacant or there is for any other reason no secretary capable of acting be done by a member of the Committee authorised generally or specially in that behalf by the Committee

11. Seal

The seal of the Company shall not be affixed to any instrument except by the authority of the Committee and except in the presence of at least one Committee member and the Secretary or 2 Committee members both of whom shall sign the instrument

12. Auditors

Auditors shall appointed (if required) and their duties regulated in accordance with the Act

13. Notices

13.1 A notice may be served by the Company on any member either personally or by sending it through the post in a pre-paid first class letter if the member is resident in the United Kingdom or in a pre-paid airmail letter if the member is resident outside the United Kingdom, such letter to be addressed to the member at his registered place of abode
13.2 Any notice if served by post shall be deemed to have been served 24 hours after it is posted if it posted to an address in the United Kingdom and 36 hours after it is posted if it posted to an address outside the United Kingdom and in proving such service it shall be sufficient to prove that the letter containing the notice is properly addressed, stamped and posted

14. Winding up

The Company shall be wound up voluntarily whenever a special resolution is passed that the Company be wound up. At least 3 months notice of the General Meeting in which such resolution is to be considered shall be given to the members

Names and Addresses of Subscribers

1. …………………………………………..
of

Occupation

2. …………………………………………..
of

Occupation

3. …………………………………………..
of

Occupation

Dated the __________ day of ___________ 2002

Witness to the above signatures
Name:-
Address:-