(Adopted by the Initiators on April 18, 2005 and amended by the initiators on July 20, 2005)

       Article 1: Name, Registered Office and Formation

       The Association is called “International Tax Law Research Association”, or referred to in its abbreviated form as “ITLA”. The Association has its registered office in Rotterdam, Netherlands with its secretariat in Peking University China. It is a legal entity formed under Dutch law on May 6th, 2005.

       Article 2: Objective

       The Association is a global, non-governmental, non-profitable academic society of tax law experts. The objective of the Association is to align the domestic tax systems of developed and developing countries and resolved disputes between them. As such the Association advocates cross-cultural and comparative tax law research, aims to provide legislative support and suggestions to developing countries, and intends to facilitate the progress of the tax modernization in developing countries.

       Article 3: Activities

       The Association plans to achieve its objects through:

       a. scientific and comparative research;

       b. organizing seminars and congresses;

       c. encouraging the publications of scientific and comparative research;

       d. cooperating with similar and/or related organizations;

       e. establishing a advisory body to advice on and resolve disputes between tax authorities and taxpayers in both developing and developed countries;

       f. any other means conducive to such purpose;

       Article 4: Organs of the Association

       The Association has the following Organs:

       a. the General Assembly;

       b. the Executive Committee;

       c. the Standing Directors;

       d. the Secretary General;

       e. the General Treasurer;

       f. the President and Vice-Presidents;.

       Article 5: Members and Sponsors

       5. 1. The Association consists of members and honorary members;

       5. 2. The Executive Committee may at its sole discretion allow non-individuals to become a member. The latter will hereafter be referred to as Member-Organizations;

       5. 3. Members have to have a serious links with and/or interest in academic work. This requirement is met if one or more of the following requirements are met:

       a. the nominated individual is a fulltime professor at an accredited university;

       b. the nominated individual is a part-time professor at an accredited university and his/her nomination is supported by at least one other Member associated with that university;

       c. the nominated individual has been involved in (international) taxation matters as a government official (legislature or administration) or member of the judiciary for at least 5 years;

       d. the nominated individual has been involved in (international) taxation matters as a tax advisor for at least 8 years, can demonstrate serious links with and/or interest in academic work, the support of at least 5 members. In addition such candidate has to confirm that his participation is not driven by commercial interest and that he/she will instantly notify the Association of any potential conflict of interest;

       5. 4. The objectives of Member-Organizations must closely resemble the objectives of the Association. If and when there is a (potential) direct or indirect conflict of interest, they will exercise self-discipline by stepping back; their role and rights are limited to those of a sponsor and/or advisor to the ITLA;

       5. 5. Honorary members are individuals who have been granted such title or the title of Honorary President by the General Assembly in recognition of their special services to the Association.

       Article 6: Membership

       6. 1. In response to a proposal by the Executive Committee, the General Assembly shall each year fix the amount of the membership fees of members (membership fees shall be collected from May 6, 2008).

       Honorary members do not have to pay any membership fees to the Association.

       6. 2. Members are admitted by the Executive committee upon joint nomination by two members from the Executive Committee.

       6. 3. If the Executive Committee is of the opinion that a nominated member does not meet the professional standards required by the Association, it may refuse admission. The nominating members are given 4 weeks prior notice the intention to refuse admission. During this 4 week period the nominating members and/or the nominee will be given the opportunity to demonstrate that they meet the professional standards;

       6. 4. Membership shall terminate upon:

       a. death;

       b. written notice of termination by a member to be sent to the Secretary General. This termination will be effective as from the date suggested by the member. However, membership fees still have to paid for the ongoing financial year;

       c. written notice of termination by the Association if a member fails to pay his/her membership fees for consecutive two years;

       d. written notice of termination by the Executive Committee if a member acts in contravention of the Articles of Association, by-laws or resolutions of the Association or unreasonably causes harm to the Association. The latter will most certainly be the case if a Member is proven to have violated academic ethics (e.g. by committing plagiarism) or has been convicted of a crime in any jurisdiction. A proposal for removal shall be notified in writing to the member concerned; the member concerned then has the right to make his views known to the Executive Committee on the proposal for removal. The member concerned may appeal against the removal at the first following General Assembly.

       Article 7: General Assembly

       7. 1. The General Assembly shall in principle be held at least once each year.

       The Executive Committee shall decide on the venue of the meeting.

       7. 2. All members of the Association may attend the General Assembly.

       Each member is entitled to one vote.

       A member present at a meeting may by proxy represent only one other individual member.

       Resolutions are to be adopted by a simple majority of the valid votes submitted, except where these Articles of Association provide otherwise.

       7. 3. Resolutions may only be adopted on subjects that are mentioned on the agenda.

       The President shall determine the manner of voting.

       If a vote relating to persons does not lead to a resolution, a decision shall be taken by drawing lots.

       In the event of a tie in the voting on subjects other than the appointment of persons, the proposal shall be deemed to have been rejected.

       The provisional agenda, prepared by the Executive Committee, shall be sent to the members at least one month prior to the meeting.

       Proposals which have been sent to the Secretary General within the six months prior to the General Assembly by 5 or more members shall in any event be included on the agenda.

       7. 4. If such a number of members as are entitled to cast one-tenth of the combined votes available to all members makes a request in writing to the Executive Committee to convene a General Assembly, whilst specifying the subjects to be dealt with, the Executive Committee is obliged to convene a General Assembly for such purpose.

       7. 5. The General Assembly shall appoint the members of the Executive Committee.

       7. 6. The General Assembly shall at least appoint the President, the Vice Presidents, the Secretary General and the General Treasurer. Every nomination for such an appointment should be filled with the Secretary General and supported by at least five other members. Nominations may be adopted by the General Assembly by a simple majority of the votes cast.

       Given the Associations objective, it is recommended that the President and the Vice-Presidents adequately represent developing and developed countries;

       7. 7. The General Assembly shall take a decision on adoption of the annual report prepared by the Secretary General and the annual accounts prepared by the General Treasurer.

       Article 8: Executive Committee

       8. 1. The Executive Committee shall be entrusted with the (day-to-day) management of the Association and is appointed by the General Assembly for a period of five years; all members of the Executive Committee may be re-appointed in succession for the same period of time.

       8. 2. The Executive Committee shall meet at least twice a year, once during the Annual Congress of the Association, and once in the period between two congresses.

       8. 3. The Executive Committee shall decide which proposals are to be submitted to the General Assembly.

       8. 4. The Executive Committee may appoint the members of Special Research Committees.

       8. 5. Resolutions in the meeting of the Executive Committee shall be adopted by a simple majority of the votes cast by the Executive Committee members who are present.

       The resolutions may relate solely to subjects which are included on the agenda.

       The agenda shall be sent to the members of the Executive Committee one month in advance.

       8. 6. A member of the Executive Committee can not elect to be represented at the Council meetings by another individual;

       8. 7. Meetings of the Executive Committee can take place in the form of conference calls.

       8. 8. The Executive Committee shall have between 20-30 Standing Directors and include at least: a President, 5-8Vice-Presidents, a Secretary General, and a General Treasury. The members should preferably be a representative reflection of the participating countries;

       8. 9. The President and/or Vice-President will call and chair the meetings of the Executive Committee and the General Assembly. In addition they are jointly responsible for establishing the agenda for such meetings. They will also represent the Association within the public domain and maintain contacts with other relevant organizations;

       8. 10. The Secretary General shall be in charge of the General Secretariat of the Association.

       The Secretary General is responsible for organizing sessions or meetings of all Organs, for documenting discussions and decisions during such meetings, for implementing their resolutions and for handling current matters and correspondence which do not require a decision by another Organ of the Association.

       8. 11. The General Treasurer is responsible for administering the financial resources of the Association. In addition, and jointly with the President and/or Vice-President, raise funds for the Associations Activities.

       8. 12. The members shall be appointed in their personal capacity without the right to have deputies. They undertake to make available the time required for the effective fulfillment of their duties.

       8. 13. The President, Vice-President and/or 3 of the Members of the Executive Committee can recommend a member of the Executive Committee to be discharged if and when he/she does not comply with his/her obligations imposed by these Articles of Association; the decision will be made by the Executive Committee as such and with a 2/3 majority.

       8. 14. The Association shall be represented at law by the Chairman or a Vice-Chairman on the behalf of the Chairman.

       The General Treasurer is entrusted specifically with financial matters; the President, Vice-Presidents, and the Secretary General with all other matters.

       In the event of one of these persons being prevented from acting for a lengthier period, the others shall likewise have power of representation within the relevant specialist field.

       Article 9: Special Research Committees

       9. 1. The Executive Committee may set up one or more Special Research Committees either for a determined or undetermined duration and having a specified assignment.

       9. 2. The chairman and the members of a Special Research Committee shall be appointed by the Executive Committee for a period of up to three years and with a possibility of re-appointment.

       9. 3. The Special Committee shall carry out its assignment in close consultation with the Executive Committee. The chairman shall regularly report to the Executive Committee on the findings of the Special Research Committee and on the progress of its work.

       Article 10: Financial Resources

       The financial resources of the Association consist of:

       a. subscriptions and other contributions of the members;

       b. subsidies by governmental organizations;

       c. gifts, donations, bequests and other forms of income including sponsorships from the private sector;;

       d. return on capital invested.

       Article 11: Resolutions to alter the Articles of Association and to wind up the Association

       Resolutions to alter the Articles of Association or to wind up the Association may only be adopted by the General Assembly by a majority of at least two-thirds of the votes cast by the members present.

       In the event of winding up, the Executive Committee (or the liquidator) shall dispose of the assets as far as possible in accordance with the objects of the Association.

       Article 12: Transitional Provision

       The first Executive Committee shall consist of the Initiators of the Association. The Initiators have taken it upon themselves to create and establish the Association. The initial Articles of Association shall be approved unanimously by all Initiators. The Initiators have to be confirmed as the Executive Committee by the second General Assembly meeting.

       Article 13: Languages

       These Articles of Association will be written in Chinese (simplified and traditional), English, German, Japanese, French, and Russian. In case of discrepancies, the English version will prevail. The same applies to future official documents, although the Executive Committee may decide to (initially) only issue summaries of such documents in Chinese, German, Japanese, French, and Russian.

       Article 14: Explanation Right

       The explanation right of this Article of Association belongs to the Executive Committee.