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Relais & Châteaux

Application file

ContentsI - Documents to be returned dated and signed:

-By mail : Relais & Châteaux – 58/60 rue de Prony – 75017 Paris

-Or by e-mail : [email protected]

The official application letter to be typed on your headed

notepaper

The official application letter acknowledging receipt of the articles and rules of procedure of our Association and confirming the non-membership to another incompatible hotel chain and/or marketing organisation

An initialed and signed copy of the incompatible marketing

organisation list

Certificate about the hygiene and safety rules

An undertaking stating that your property complies with the hygiene and

safety rules and regulations imposed by the legislation of your country on

hotels and restaurants

Identity form to be completed

Attestation of the sales revenue (only for restaurants without room

with an annual sales revenue inferior to euros 2 million)

An initialed and signed copy of the Rules of Procedure and Articles of the Association

II – Please enclose the following documents :

The Balance sheets, profit and loss accounts for the last fiscal year

The operating accounts for the year

An excerpt from the Commercial Register (or an equivalent national document specifying the senior executives and officers of the company) which is less than one month old

The structure of equity, the lessee or owner status and detailed bank account data and sort code

III – Application fee :

A bank transfer of € 1,819.75Payment within 30 days

LETTER OF APPLICATION To be typed on your headed notepaper

Dear President, I have the honour to confirm my application for admission to the Relais & Châteaux Association. I hereby acknowledge having read the Rules of Procedure and Articles of Association, and if my application is accepted by the Board of Directors, I undertake to abide by their terms and conditions. As such, I enclose with this file a copy of these documents initialed and signed.

I hereby undertake, in view of becoming a member of the Relais & Châteaux Association, to comply with the mandatory rule banning dual membership as laid down in the Articles of Association and Rules of Procedure of the Relais & Châteaux Association, and to do so, I enclose the initialed and signed list which was handed over me and I hereby confirm (tick as appropriate):

that on this date I do not belong to any hotel association or marketing group which is incompatible with membership of the Relais & Châteaux Association.

that I belong to a hotel association or marketing group which may be considered as incompatible with membership of the Relais & Châteaux Association and whose designation is as follows: ........................................................................................................................................... Consequently, I undertake that, if I am admitted subject to conditions precedent to the Relais & Châteaux Association, I will resign, by registered letter with acknowledgment of receipt, from such other hotel association and/or marketing organisation which is incompatible with membership of the Relais & Châteaux Association. A copy of the aforementioned letter will be addressed to the Relais & Châteaux Association, together with a copy of the written confirmation of such association or marketing organisation that I will not be included, from 2014 onwards, in their website, guide or directory in any way whatsoever.

Best regards, Done at ..................................................

Date ......./....../.......

Signature

LETTER

OF

APPLICATION

Abitare La Storia Arteh Hotels Atmosphere Hotels AVYTAGE – Châteaux & Manoirs de Luxe Best Loved Hotels Bilderberg Hotels & Restaurants Charme & relaX Châteaux & Demeures de Tradition et Grandes Etapes des Vignobles Châteaux & Hôtels Collection Châteaux Golf Country Clubs Classic Retreats Countryside Hotels De Historiske Design Hotels International Domus Selecta Exclusive Hotels Exclusive Island Hotels & Resorts Gast im Schloss Grandes Étapes Internationales ‐ Grandes Étapes Françaises Grand Heritage Hotels Great Hotels of the World Heritage Historic Hotels of America Hoteis Heritage Lisboa Hôtels & Préférence Ila Chateaux & Hôtels de Charme Les Amis de l’Art de Vivre (http://www.gourmetresidenzen.net/de/index.php?alle‐im‐ueberblick) Les Belles Etapes Françaises Les Palaces de la Côte d’Azur Lieux Idylliques / Idyllic Places Luxe Worldwide Hotels Orient Express Hotels Portfolio Pousadas de Portugal Preferred Hotels & Resorts Worldwide Prima Relais du Silence ‐ Silencehotel Romantik Hotels Rusticae Secret Retreats Small Luxury Hotels Schlosshotels Herrenhäuser / Castles Hotels & Mansions SRS World Hotels Swiss Historic Hotels Swiss International Hotels Symboles de France Tables & Auberges de France The Charming Hotels The Healing Hotels of the World The Leading Hotels of the World The Leading Independent Hotels of South Africa The Best Loved Hotels Welsh Rarebits Yades Hotels

LIST

OF INCOMPATIBLE

CHAINS AND

ORGANIZATIONS WITH

RELAIS

& CHÂTEAUX

CERTIFICATE

To be typed on your headed notepaper

UNDERTAKING I, the undersigned ……………………………………………….., hereby certify in my capacity as legal representative of the property ………………………………………………………….……………. that I observe a high standard in terms of hygiene and safety rules in my property. In this connection I hereby declare that the premises on which my staff works are designed and equipped in such a way that safety is ensured and their health protected. The premises on which work is carried out in my property are always kept clean and fulfil the necessary conditions in terms of hygiene and salubrity for the protection of the health of my staff. Special standards are imposed for lighting, aeration, ventilation and noise reduction on the work premises. I hereby declare that:

- on the day of my admission I assessed the risks involved in the premises of my property and have taken all the necessary risk prevention measures;

- I prepare a written assessment report on the risks in my property and its outbuildings every year and take all measures necessary to remove such risks or, if this is impossible, to reduce them as far as possible;

- I am fully aware of the fact that submission of this risk assessment report concerning hygiene and safety may be requested by the Relais & Châteaux Association during an audit;

- first aid equipment in line with the risks involved is available at the workplace of the staff; - the property has emergency exits to avoid any jams in the event of danger; - the kitchens as well as the public areas of the property are regularly inspected and kept in a

condition of salubrity which ensures the safety of the staff and the guests. - I have given the right safety and hygiene instructions to my staff about the hazards that my

property may entail; - I attach more importance to instructions securing joint safety than to individual protection

measures. I declare in the same way that my guests are received in my property under conditions which ensure a high level of safety, salubrity and comfort in both the guest rooms and the public areas of my property.

Date ………/…………/……...... At ……………….........................................

Signature

ANNEX

4

CER

TIFICATE

ABOUTH

THE HYGIENE AND

SAFETY

RULES

FICHE D’IDENTITE

Name and address of the property : Tel : E‐mail : Website : Anuual closing dates : Weekly closing dates : Your identification number for the tax authorities in intra‐community transactions (VAT) :

Since when has the property been operating : Hotel classifications : stars

Name of the owner (please specify since when) : (if there are several owners, please specify the respective percentage of shares)

Name of the General Manager (please specify since when) :

Name of the Chef (please specify since when) :

Guide rankings (current year):

Name of the main restaurant : Number of seats : Average price of a meal : Price of the menus :

Name of the second restaurant : Number of seats : Average price of a meal : Price of the menus :

TOTAL number of rooms and apartments/suites : Number of rooms : Rate(s): Number of suites/apartments : Rate(s):

Does the property have : Swimming pool Parking Spa Others (Thermalism/Thalassotherapy/Beauty)

YES/NO YES/NO YES/NO

Golf Tennis

YES/NO YES/NO

Does the property accept credit cards YES/NO Visa, Eurocard, Mastercard YES/NO American Express YES/NO

Diners Club International YES/NO Others, which ones

Does the property have seminar activities YES/NO Does the property have banqueting activities YES/NO If so, please specify the percentage of these activities ………%

Are you a member of a competing marketing organisation or chain YES/NO (see enclosed list or others and specify which one)

Are you affiliated with a central reservation system (please specify which one) YES/NO

Nearest airport (please specify national or international) : kms Nearest railway station : kms Altitude : m

Date et signature :

Only for restaurants without rooms with an annual sales revenue inferior to euros 2 millions

ATTESTATION OF THE SALES REVENUE I, the undersigned ………………………….………, chartered accountant of the Grand Chef property: ………………………………...................................... Hereby certify that the annual sales revenues of the property, without VAT, amount to less than EUR 2 million : Name of the signatory: Telephone number: Date: Stamp of the chartered accountant:

ATTESTATION

OF

THE

SALES

REVENUE

Account Name : RELAIS & CHATEAUX ASSOCIATION 58/60 rue de Prony 75017 Paris Bank : BNP PARIBAS ELYSEE HAUSS 37/39 rue d’Anjou 75008 Paris N° Bank Account : 30004 00819 00011818586 61 N° Bank IBAN : FR76 3000 4008 1900 0118 1858 661 Code SWIFT : BNPAFRPPPLZ

BANK

REFER

ENCES

RELAIS

& CHÂTEAUX

One of the prerequisites to admission is compliance with the Financial Rules of

Procedure of the Association

Fin

an

cia

l Te

rms

an

d C

on

dit

ion

s

I. THE CANDIDATE

A financial contribution to the costs of the application

dossier, including the quality audit, in the amount of 25

points.

II. THE MEMBER

1- An admission fee

Payable within the first year

140 points for a Hotelier‐Restaurateur Relais & Châteaux

property. (i.e. : EUR 10 190.60 without tax)

35 points for a Restaurant Relais & Châteaux property

(without rooms) with annual sales revenues of more than €

2 million (i.e.: EUR 2 547,65 without tax)

10 points for a Restaurant Relais & Châteaux property

(without rooms) with annual sales revenues of less than € 2

million (i.e.: EUR 727,90 without tax)

The admission fee may be paid in two instalments during

the 12 months following admission.

2- A Guarantee Fund contribution

Payable within the first year

25,14 points payable on admission

3- A global annual membership fee

a Hotelier-Restaurateur Relais & Châteaux property

Each hotel property is allocated 108 base points for

calculation purposes. (i.e. : EUR 7 861,32 without tax)

Each property with rooms is allocated 4 supplementary

points per room and 6 supplementary points per suite or

apartment based on the declarations transmitted through

the annual information questionnaire for the next year, as

returned by the members for the edition of the

Association’s Guide. Example for a property with 20 rooms and 9 suites:

(108 + 4x20 + 6x9) X 72.79 = EUR 17 615.18 without tax

b. A Restaurant Relais & Châteaux property (without

room)

A Restaurant Relais & Châteaux property whose sales

revenues are above € 2 million is allocated 90 points for

calculation purposes (i.e. : EUR 6 551,10 without tax)

A Restaurant Relais & Châteaux » (without rooms),

subject to the submission of a declaration of annual sales

revenues of less than € 2 million, the membership fee is

reduced to 60 points ( i.e. : EUR : 4 367,40 without tax)

4- An annual delegation fee

The annual delegation fee represents 10% of the value of

the global annual membership fee (see item 3)

5- An advance payment on Congress participation fees All members are obliged to participate in the annual

congress during which the general meetings take place. In

this connection every member pays, together with the

membership fees, a participation to the General Meeting

of Congress.

This participation fees is fixed every year by the Board of

Directors and is based on a reference value of 14 points.

. (i.e.: EUR 1 019.06 without tax)

6- Participation in the Media Plan financing

Each year, every hotelier member of the Association are

requested to participate in the Media Plan financing..

The participation is of EUR 50 per room

All the elements mentioned and invoiced are calculated

on the basis of a number of points..

The value of the point which is fixed every year by the

Board of Directors is based on a reference value of €

72.79.

The total number of points is multiplied by this reference

value.

Th

e f

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nd

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en

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tio

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& C

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APPLICATION OF TECHNICAL RESERVATION FEES AND COMMISSION

•*The Technical Reservation Fees and the Business Provider Commissions are expressed excluding taxes

(on the price paid by the client). According to the applicable law, the VAT will be invoiced

•(1) The expected minimum is 10% on the Member’s “published rate” or 8% on packages - the Member is

free to define a higher percentage.

PROGRAMMING AND MANAGEMENT FEES

VOICE/ CALL

CENTRES

GDS / IDS

RELAIS &

CHATEAUX

WEBSITE &

MOBILE SITE

DIRECT

CONNECT /

CHANNEL

CONNECT

Reservation fees 7 % $12,22 per booking 5 % $4.50 per

booking

Travel agent and

business provider

commission * (1)

10% on room "only"

rates (Rack, BAR and

B&B) and 8% on

packages/ special

offers

10% on room "only"


B&B) and 8% on

packages/ special

offers

10% on room "only"


B&B) and 8% on

packages/ special

offers

Commission

stated in the

specific

contract

between the

OTA and the

Member

Reservation fees Invoiced by WPS on behalf of Relais & Châteaux Reservations and credited to

Sabre Hospitality Solutions to cover technical fees.

Travel agent and business

provider commission Invoiced by WPS to reward commercial efforts

FINANCIAL & PAYMENT CHART

Programming fees 700 €

Annual management fees 700 €

You would be so kind to initial, sign and return a copy of these following

documents :

‐ the Articles‐ the Rules of Procedure‐ the Financial Rules of Procedure‐ the Rules of Procedure concerning the intellectual property rights

Rules of Procedure and Articles of the Association

RULES

OF

PROCEDURE

AND

ARTICLES

OF

THE

ASSOCIATION

Rules of Procedure of Relais & Châteaux – As approved by the Board of Directors on 17 & 18 June 2013

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RULES OF PROCEDURE OF RELAIS & CHÂTEAUX

PREAMBLE

1. REPRESENTATION OF THE MEMBERS

CONDITIONS AND PROCEDURE OF MEMBERSHIP APPLICATIONS 2. CONDITIONS OF MEMBERSHIP APPLICATIONS 3. PROCEDURE OF MEMBERSHIP APPLICATIONS 4. STATUS OF THE “GRAND CHEF RELAIS & CHATEAUX” MEMBERS DUTIES OF THE MEMBERS 5. SPIRIT – SOLIDARITY 6. MANDATORY MEMBERSHIP IDENTIFICATION 7. RELATIONS BETWEEN MEMBERS 8. COMPLIANCE WITH THE RULES OF THE ASSOCIATION Rule governing a dominant position Rule banning dual membership Membership rule for properties which belong to a Hotel Group 9. THE NATIONAL AND/OR REGIONAL DELEGATIONS Mission of the regional and/or national delegations Automatic affiliation of every Member to a delegation Setting up and legal form of the delegations Vacancy of a delegate Legal form of the delegation Regional and/or national meetings 10. AGREEMENTS AND PARTNERSHIPS DEVELOPED BY THE ASSOCIATION 11. COMPLIMENTARY QUOTA CHANGE IN CONTROL, RESIGNATION AND DISCIPLINARY MEASURES 12. CHANGE IN CONTROL 13. RESIGNATION 14. DISCIPLINARY MEASURES Procedure in case of warning and exclusion Envisaged breaches Consequences of the enforcement of disciplinary procedures GOVERNANCE OF THE ASSOCIATION 15. PRINCIPLES 16. ELECTIONS Elections of the delegates Elections of the members of the Board of Directors Election of the President 17. INTERNATIONAL ANNUAL CONGRESS 18. AUDIT COMMITTEE AND ELECTIONS, NOMINATIONS AND COMPENSATION COMMITTEE 19. MANAGEMENT COMMITTEE 20. AMENDMENTS TO THE RULES LEGAL ENTITIES

21. LEGAL ENTITIES

APPLICABLE LAW 22. INTERPRETATION AND VALIDITY 23. PLACE OF JURISDICTION Annex 1 – Role of the Delegate Annex 2 – Role of the Delegate


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PREAMBLE

These rules of procedure (hereinafter referred to as “Rules of Procedure”) shall supplement, together with the Financial Rules of Procedure, the Communication Charter, the Quality Charter and the Charter of the Members of the Board of Directors, the Articles of Association of the Relais & Châteaux association (hereinafter referred to as “Association”). Together they shall constitute an indivisible whole which shall be applicable and enforceable vis a vis all members of the Association (hereinafter together referred to as the “Members” and individually as a “Member”). 1. REPRESENTATION OF THE MEMBERS

In accordance with Article 6 of the Articles of Association, the Member is the owner company which operates the business of the Relais & Châteaux property (hotel or restaurant) (hereinafter referred to as the “Property”). The Association shall keep and regularly update, under the control of the president of the Association (hereinafter referred to as the “President”), a Register of Members (hereinafter referred to as the “Register”). For this purpose, the Member must complete and update, through his legal representative the Member record sheet of the Register sent to him by the Association upon his admission. The record sheet must include at least the following information:

The company name, the legal form and the address of the registered office of the legal entity which owns the Property.

The name, first name, date of birth and status of the legal representative of the Member as

well as his function within the Property. In his relations with the Association, the legal representative of the Member may designate a physical person (shareholder, shareowner, member of the board of directors) of the owner company of the Property to represent him. In any case, if the legal representative of the Member or the physical person designated by him do not ensure the operation of the Property themselves, the legal representative of the member must designate a physical person involved personally and regularly in the operation of the Property. In this case he must mention him in the Member record sheet and specify the name, first name, date of birth and function of this person within the Property.

These designations must be notified in writing to the Association through the Member record sheet and approved by the President in order to be entered in the Register of Members. Every Member must inform the President without delay of any changes in respect of the aforementioned representation so that the Register of Members can be constantly updated. In any case, the legal representative of the Member must send, at the first request of the Association, an updated Member record sheet and a Kbis extract (or any other similar official document from a commercial register for companies outside France) and, if necessary, any other statutory or official document which allows the Association to check the legal information concerning the Member. These documents must be translated into French or English at the exclusive expense of the Member.


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CONDITIONS AND PROCEDURE OF MEMBERSHIP APPLICATIONS

2. CONDITIONS OF MEMBERSHIP APPLICATIONS

Any property which applies for membership to the Association (hereinafter referred to as the “Candidate”) must have been in operation for at least one (1) year under the same owner-management company and/or the same general manager of the property. However, in the event of a Candidate who fully meets all the criteria for admission to the Association, the board of directors of the Association (hereinafter referred to as the “Board of Directors”) may approve the admission if the Candidate has an opening period during which the necessary quality inspections can be organised. Each admission of a Candidate shall be effective from the first day of the financial year, i.e. 1 July of each year, whereby it is expressly understood that admission shall not be final before the expiration of a probationary period of two (2) years, commencing on the date of admission to the Association. Exceptionally, a Candidate may be admitted in the course of a financial year. In such a case the amount of his membership fees shall be calculated proportionately to the date of admission to the Association for the respective financial year (date fixed by the Board of Directors). If for reasons of technical constraints, the Candidate may not be included in the international Relais & Châteaux guide (hereinafter referred to as the “Guide”) because its production has already started on the date of admission of the Candidate to the Association, he may not assert any claim to reduced membership fees for the period during which he is not included in Guide. From the date of his admission, the new Member shall immediately have access to all the services of the Association, if necessary taking into account admission in the course of a financial year, such as central reservation and information system, gift certificates and special offers, website, and marketing services, provided that he has communicated the required information to the Association, after a necessary period of training, programming and induction in respect of the different systems of the Association and its subsidiaries (e.g. the central reservation system).

3. APPLICATION PROCEDURE

Any written application for admission shall be reviewed in advance by the President of the Association who shall decide whether an application file including the main criteria governing admission and the documents to be submitted will be sent to the Candidate. Each application for admission must include the official application form, duly completed, and must be addressed to the President together with five (5) copies of the brochures, documentation, rates and photos presenting the Candidate. The application file shall be transmitted by the President to the competent regional or national delegate for his consideration within a period of three (3) months. Failure of the delegate to respond shall not influence the final decision on the admission of the Candidate. At the request of the Board of Directors, a simple advisory opinion may be requested from a Member located within a radius of 20 km (12 miles) as the crow flies from the Candidate. Based on the afore-mentioned elements, a decision shall be taken by the Board of Directors on the admissibility of the Candidate. After having received the Articles of Association, the Rules (including


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the Rules of Procedure) and Charters of the Association, the Candidate shall be asked to produce the following documents, translated into French or English, for further consideration of the application:

An official letter of application drafted by the legal representative of the Candidate with

the following contents:

Sir,

I hereby confirm my application for admission to the Relais & Châteaux Association.

I acknowledge that I have taken note of the Articles of Association, the Rules and the

Charters and I undertake to abide by their terms and conditions.

If I am admitted, I furthermore undertake to pay my admission fee, the membership

fees and the guarantee fund as soon as I am notified thereof and I undertake not to

make any communication on my admission without prior coordination and the

express, written approval of the Association until the day after the annual congress of

the Association during the year of my admission.

I am aware that there is a probationary period of two years at the end of which my

definitive admission will be submitted for approval to the Board of Directors.

I am also aware that the possible exclusion of members of the Relais & Châteaux

Association will be by decision of its Board of Directors.

…….

the balance sheets, the profit and loss accounts of the Candidate and the notes for the previous financial year,

the operating accounts of the Candidate as at the date of the application and a forecast of the operating accounts or provisional budget,

the Articles of Incorporation and a K-Bis document of the Candidate (or an equivalent national document specifying the senior executives and officers of the company) which is less than three (3) months old,

the structure of equity, the lessee or owner status in respect of the property and bank references of the Candidate,

the necessary information, documents and photos of the Candidate for the preparation of the Guide.

The inspection of the Candidate may be anonymous and conformity of the property with the objective criteria established beforehand, more particularly in the Quality Charter, shall be verified. At the end of the inspection, the inspector may ask the Candidate to visit the entire property or parts of it (sanitary installations, kitchen and annexes, rooms, cellars, etc.) without the Candidate being entitled to object to this, except for reasons of security and respect of guests. This inspection must be carried out discretely in the presence of the Candidate or his representative. The Candidate must settle the application and inspection costs prior to any inspection, subject to the terms and conditions laid down in the Financial Rules of Procedure. The inspection report shall become an integral part of the application file. The owner or the general manager of the Candidate shall be heard by the President or a duly authorised member of the Board of Directors during a talk allowing verification whether the Candidate intends to comply with the values endorsed by the Association such as, more particularly:

- the willingness of belonging; - the presence and personal commitment within the property of the owner and/or the general

manager of the Candidate;


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- respect for the identity of the region and the terroir in which the property is located; - harmony within the property; - art de vivre

The Board of Directors shall conclusively decide in a sovereign manner on the admission or non-admission of the Candidate, on the basis of all these elements, by stipulating, if necessary, the date of admission. If the Candidate is admitted, he must sign the following documents:

the authorisation to reproduce the photos of the Candidate; the declaration of acceptance relating to the Relais & Châteaux gift certificates; the Articles of Association, Rules (including the Rules of Procedure) and Charters, and the document relating to the commitments of the Candidate to the Club 5C.

Following his admission, the new Member must regularly take note of the updated list of partnerships on the website www.relaischateaux.org.

On an exceptional basis and without challenging the principle of banning dual membership or any of the foregoing articles, the following shall apply:

A Candidate, who is a member of a Competing Hotel Organisation, who fulfils the criteria of the Quality Charter of the Association, may be admitted to the Association by decision of the Board of Directors subject to compliance with the following terms and conditions:

the Candidate must undertake to resign from the Competing Hotel Organisation of which he is a member within 30 days of the date of his admission to the Association and, as far as possible, to no longer be included in the publications of such Competing Hotel Organisation after the date of resignation, and

the Candidate must prove such undertaking by providing the Association with copies of the official letters of resignation from the Competing Hotel Organisation as well as the acknowledgements of receipt by this Competing Hotel Organisation.

Once the aforementioned terms and conditions have been met by the Candidate, the latter shall have the following options:

to either become a Member from the beginning of his period of notice or at any other time during the period of notice and to comply with the rules applying to all Members;

or to become a Member at the end of his period of notice.

Moreover, and regardless of whether the Candidate has to comply with a period of notice or not, he must sign a written undertaking in which it shall be stipulated that failure to comply with the rules specified in this Article shall entail the payment of damages to the Association up to an amount corresponding to two (2) years’ membership fees, without any prejudice to any damages that the Association may assert before a court. Furthermore, this may lead to exclusion following a hearing before the relevant Commission of the Association.

4. STATUS OF CHEF-RESTAURATEUR "GRAND CHEF RELAIS & CHATEAUX" MEMBER

This status of Chef-Restaurateur “Grand Chef Relais & Châteaux” Member shall be awarded by decision of the Board of Directors to the Chef intuitu personae, also depending on the property in which he acts, following an inspection which may be anonymous. This membership status may be cumulated with the status of Hotel Member of Relais & Châteaux.

http://www.relaischateaux.org/


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The Grand Chef Relais & Châteaux may be in one of the following situations: - either independent operators of a restaurant - or in Member hotel properties. In the event of chefs acting in other hotel properties which are not Members of the Association, the Board of Directors shall decide on a case-by-case basis about the attribution of the Grand Chef Relais &

Châteaux Member capacity. The criteria for the attribution of the Grand Chef Relais & Châteaux membership status shall encompass compliance with the specific provisions of the Quality Charter and endorsement of the values and spirit of the Association.

DUTIES OF THE MEMBERS

5. SPIRIT - SOLIDARITY The very fact of being a Member of the Association implies a firm commitment to solidarity with the other Members and team spirit in the implementation of the decisions taken by the Board of Directors in the general interest of the Members. Each Member shall, as soon as possible and on every occasion, promote the other Members of the Association vis a vis his guests. Each Member shall be deemed to be an experience which is to induce guests to discover another experience on the "Route du Bonheur" at another Member. The representatives of the Members must, more particularly, be aware of sharing and communicating the common values which constitute the specificity and the prestige of the Association. Every owner or general manager shall be the guarantor and worthy representative of the respect shown towards these values.

6. MANDATORY MEMBERSHIP IDENTIFICATION

Membership of the Association obliges each Member to demonstrate his Relais & Châteaux affiliation to guests as follows:

o When answering the phone o Bronze plaques supplied and owned by the Association o Letterhead and fax paper, menus, brochures o Website and Internet address o Flag o Signs and signposts o Wearing of the Relais & Châteaux pin by all staff members.

7. RELATIONS BETWEEN MEMBERS

It is desirable for Members of the Association to know the other Members and their properties. It is, therefore, recommended that when travelling, the Member takes time to visit one or more other Members. Depending on the season and the occupancy rate of the property, it is desirable that Members be particularly well received. Each Member is free to apply special rates.


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The Members of the Association shall avoid any disparaging comments on the other Members and shall rather ensure that courteous relations be maintained, driven by kindliness and mutual respect.

8. COMPLIANCE WITH THE RULES OF THE ASSOCIATION 8.1 Compliance with the decisions taken by the bodies of the Association

The decisions by the Board of Directors, the General Meetings and the Delegations shall be

enforceable vis-à-vis all Members in the same way as the terms and conditions of the Articles of

Association, Rules of Procedure and Charters of the Association which every Member must comply

with.

8.2 Rule governing a dominant position

A Member may not own more than 10 Members of the Association and/or may not represent more than forty-nine percent (49%) of the Members of one and the same delegation, unless express prior exemption has been granted by the Board of Directors. The purpose of this restriction is to avoid either a dominant position or a takeover of control over a large number of Members by a hotel group, a financial institution, a pension fund or others.

8.3 Rule banning dual membership 8.3.1 Membership of the Association shall exclude any membership of another chain declared to be

incompatible with the capacity of Member by the Board of Directors, regardless of whether this concerns an "integrated chain" (hotel owner group) or a "voluntary chain" (hotel marketing organisation).

8.3.2 Any membership of an "integrated chain" (hotel owner group) or a "voluntary chain" (hotel marketing

organisation) (hereinafter referred to as “Competing Hotel Organisation”) may be declared incompatible with the Member status if such membership meets at least five (5) of the ten (10) criteria from the following list: 1. Provision by the Competing Hotel Organisation of a plaque or a logo which is supposed to be

present in the property 2. Provision by the Competing Hotel Organisation of a logo or a trademark on the website or on any

printed document 3. Existence of a central reservation system 4. Proposal of commercial offers, sale of special offers or gift certificates 5. Existence of a paper Guide 6. Existence of a website 7. Organisation of promotion events/public relations activities 8. Existence of a magazine 9. Existence of a customer database, e-Newsletter 10. Fee-based membership or participation

The Board of Directors may declare the Competing Hotel Organisation incomptabile with the Association on the basis of the number and importance of the aforementioned criteria after an in-depth review and after taking into account its influence. The decision by the Board of Directors may also take into account the size and the strategic importance for the Association of the geographical region in which the Competing Hotel Organisation is established (international, national, regional) as well as the number of its members. The list of Competing Hotel Organisations declared incompatible with the Association shall be updated on the website www.relaischateaux.org and every Member must regularly take note of it.



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8.3.3 If a Member (i) is a member of a Competing Hotel Organisation that the Board of Directors declares to be incompatible or (ii) becomes a member of a Competing Hotel Organisation which has already been declared to be incompatible by the Board of Directors, he must resign (subject to the terms and conditions referred to hereinbefore) from such Competing Hotel Organisation within thirty (30) days following (i) the date on which this Competing Hotel Organisation has been declared to be incompatible by the Board of Directors or (ii) the date of his affiliation to the Competing Hotel Organisation already declared to be incompatible by the Board of Directors.

The Member must submit evidence of his resignation from the Competing Hotel Organisation to the

Association within the same period. Any Member who is or becomes a member of a Competing Hotel Organisation thereby infringing this

“Rule Banning Dual Membership” may be subjected to a disciplinary measure which may go as far as exclusion in accordance with the Article entitled “Disciplinary Measures” hereinbelow.

8.4 Membership rule for Members who belong to a hotel group

Following the approval of the easing of the rule prohibiting dual membership by the European Commission – Directorate General Competition – on 22 May 2002, it is necessary to consider as "cases of minor importance", which are not covered by the ban on dual membership, Members who depend on one or more group(s) of hotels (hereinafter referred to as the “Hotel Group”), provided that the terms and conditions hereinbelow are scrupulously complied with. The goal of the rules laid down in this respect is to protect the Member status and to provide third parties with a "Relais & Châteaux" service clearly identified as such, without any confusion with Hotel Groups.

Rules to be complied with on the site of the property of the Member No sign referring to membership or mention of the Hotel Group may be in the property premises of the Member. The distribution of magazines, guides, brochures or branded products of the Hotel Group shall not be authorised.

Rules to be complied with for the promotion of the property of the Member The address and data stated for reservation purposes must be, in addition to those of the hotel, those of the central information and/or reservation system of Relais & Châteaux and its representation offices.

The Member must have its own separate website. The individual website must refer to the Association membership and must have on its "Home Page" a link to the international website of Relais & Châteaux, www.relaischateaux.com. The individual websites of the Member and his brochures may not refer to the Hotel Group. In addition, the Member may only communicate under his e-mail address @relaischateaux.com and no mention of the Hotel Group shall be authorised in such address.

Within the framework of external promotion events, the following shall apply:

If a promotion event is organised by Relais & Châteaux (Showcase, Sales Blitz, Tradeshows…), the Member may not under any circumstances be represented by a representative of the Hotel Group. No mention of the Hotel Group may be made (brochures, guides, magazines, business cards….) by the Member.

If the event is organised by other entities (ITB, WTM…), the Member may not under any

circumstances be represented by a representative of the Hotel Group and may not be present on the stand of the Hotel Group, if Relais & Châteaux participates in the event. If Relais & Châteaux does not attend, it shall be admissible for the Member to be present on the stand of the Hotel Group.

Rules to be complied with by the Hotel Group

http://www.relaischateaux.com/


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The Member may be featured in the brochure of the Hotel Group with a mandatory reference to its membership of the Association (with the Relais & Châteaux logo).

The website of the Hotel Group may mention the Member with a mandatory reference to membership of the Association and a link to the Member's individual website.

The Member may be featured in the guide or directory or magazine or brochure of the Hotel Group with a mandatory reference to its membership of the Association.

Any Member who is or becomes a member of a Hotel Group thereby infringing this section entitled

“Rules to be complied with by the Hotel Group” may be subjected to a disciplinary measure which may go as far as exclusion in accordance with the Article entitled “Disciplinary Measures” hereinbelow.

9. THE NATIONAL AND REGIONAL DELEGATIONS Setting up and legal form of the delegation The Board of Directors shall decide about the setting up of a delegation and the legal form such delegation takes. A delegation may be established for a region, a country or a group of countries. This delegation may have a minimum of 10 and a maximum of 45 Members. The Board of Directors must agree to the setting up of any new delegation following a demerger or merger. The delegation may take the form of a national association or a company and must be expressly approved by the Board of Directors before its setting up. In that case an agreement governing the use of the name and the trademarks of the Association must be signed between the delegation and the Association. The Board of Directors of Association shall have discretionary power to terminate an agreement on the use of the name and the trademarks of the Association entered into with the delegation. This possibility of termination by simple decision of the Board of Directors shall be expressly mentioned in a clause of the afore-mentioned agreement. Automatic affiliation of every Member to a delegation Each Member shall become a member of a delegation as soon as he is admitted to the Association, such delegation depending on the geographical location of the Member so that every Member can benefit from the joint activities carried out by the delegations of the Association. Consequently, every Member must pay the membership dues and costs of his delegation for the activities and events carried out. Vacancy of a delegate In the event of vacancy of the delegate, for any reason whatsoever, such as resignation, dismissal or unavailability, the functions of the delegate shall be exercised on an interim basis by the deputy delegate and in the latter’s absence or unavailability, by the President. New elections of the delegate shall be organised as soon as possible in accordance with the procedures laid down in the Article entitled “Elections of the members of the Board of Directors making up the


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Committee of Delegates” referred to hereinbelow. The mandate of the new delegate elected as a replacement shall be valid for the remaining period of the mandate of his predecessor. Mission of the regional and/or national delegations The missions of the regional and/or national delegations shall encompass: encouraging communication between the Members as well as between the latter and the

Association through a regular exchange of views and information;

organising meetings, activities and events to be attended by the Members in order to ensure coordination of activities, good communication within the Association and discussing means to improve the development and promotion of the Members.

Each delegation shall have a delegate elected by the Members of his delegation, in accordance with the terms and conditions in the Article entitled “Elections” hereinbelow. The delegates shall provide the President of the Association with all information concerning the Members of their region or country and submit their questions. Transmission of such information will facilitate their co-ordination and implementation on a local level under the best possible conditions. The delegates shall also fulfil the missions in accordance with Annex No. 1. The delegates may neither make any commitments nor represent the Association unless they have received prior express and written permission from the President and except for their right to represent the Association with the media in accordance with the terms and conditions defined in Section E “Communication and Press Relations” of the document enclosed as Annex 1 to these Rules of Procedure. The delegates shall be subject to a duty of secrecy and strict confidentiality. The delegates must submit the minutes of their meetings for approval to the President prior to any circulation, regardless of the communication means used. Regional and/or national meetings Each regional and/or national delegation must hold at least one annual meeting. Invitations to the meetings of the delegations, including the date, the agenda of the meeting and the persons invited to attend, shall be issued by the delegate with the approval of the President. The delegates may invite employees of the Members to the meetings if said employees have functions related to the topics on the agenda of the meeting. Said employees may not, however, represent in any way whatsoever the Member who shall be the only person entitled to attend. Repeated and unjustified absence from these regional and/or national meetings, without any valid reason, shall be deemed to be a breach of these Rules of Procedure which may entail disciplinary measures in accordance with the terms and conditions laid down in the Article “Disciplinary Measures” hereinbelow.

10. AGREEMENTS AND PARTNERSHIPS DEVELOPED BY THE ASSOCIATION

10.1 The Association may develop on its own, directly and/or through its subsidiaries, special agreements with external providers concerning:


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agreements with suppliers and service providers; selective agreements on the occasion of national or international events; national or international economic, marketing and financial partnerships.

Every Member undertakes to respect, from the admission to the Association, the partnerships entered into by the Association in the interest of all Members. A list of partnerships entered into by the Association and the corresponding obligations of the Members are detailed on a dedicated page on the Intranet of the Association which every Member undertakes to consult on a regular basis. Within this framework every Member must comply with the following obligations:

not refusing means of payment of the partners without any legitimate reason and in a discriminating manner;

giving preference to the products and services of the partners of the Association versus those of third parties and, more particularly, propose them on a priority basis to the guests;

ensuring a special treatment of the representatives of these partners during their calls to the Members.

A delegate may negotiate on behalf of the Association in view of the conclusion of the aforementioned contracts, subject to the express condition that the delegate must obtain the prior, express and written consent of the President of the Association. In the absence of any such prior consent, it shall, more particularly, be prohibited for any delegation to directly or indirectly approach and sign contracts with partners of the Association, more particularly, without restricting the generality of the foregoing, in the field of credit cards, car rental companies or car makers or champagne or spirit producers, without this list being exhaustive. Furthermore, a delegation may not try to obtain special individual benefits from the partners of the Association on top of those negotiated and obtained through the Association or submit to these partners any request or demand which could jeopardise the partnerships set up by the Association. In case of breach of these rules by the delegation, liability claims may be asserted against the delegation and/or the agreement on the use of the name and trademarks of the Association may be terminated immediately. Failure to comply with these rules shall, moreover, constitute good and sufficient grounds for an immediate dismissal of the delegate.

10.2 Apart from such agreements and within the framework of the development of marketing, commercial and financial operations on a national, European or international level, the Association may engage in joint activities in the form of an alliance with Hotel Groups. These agreements with Hotel Groups in respect of specific activities such as promotion, marketing, new information and communication technologies, reservations, gift certificates… may only be entered into between the Association and the head offices of the different Hotel Groups. These agreements shall not affect the provisions governing the ban on dual membership which must be complied with by the Members in accordance with the Article entitled “Compliance with the Rules of the Association” hereinbefore. The Members may neither refer individually to the implementation of these partnership agreements or use brands nor brand elements in connection with such agreements.


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11. FINANCIAL PARTICIPATION IN THE ANNUAL ADVERTISING CAMPAIGN OF THE

ASSOCIATION

Every member is requested to make a financial contribution to the annual advertising campaign of the Association. The financial terms and conditions governing this complimentary quota shall be governed by the Financial Rules of Procedure of the Association.

CHANGE OF CONTROL, RESIGNATION AND DISCIPLINARY MEASURES

12. CHANGE OF CONTROL AND DUTY OF INFORMATION 12.1 Any document concerning a change in ownership, a direct or indirect transfer of the control of a

Member (operating and/or patrimonial companies), a change in economic control of a Member, at any

time whatsoever must

point out the membership of the Association and the obligation to comply with the Articles of

Association and Rules during the respective fiscal year;

be notified to the President as soon as it has been signed.

In this case the property concerned by the change in ownership shall be the subject matter of a quality

inspection. A talk between the President and the legal representative of the new owner shall likewise be

organised in such a way as to verify compliance with the values of the Association by the President.

The procedures governing this inspection and this talk shall be described in more detail in Article 3 of

these Rules of Procedure.

The new owner and/or the person designated by him to represent him must comply with the

undertakings of their predecessor vis-à-vis the Association, meet the obligations resulting from the

Articles of Association and Rules, honour the reservations of the central reservations office and accept

the gift certificates and special offers as issued; this shall apply from the respective fiscal year onwards.

At the end of this procedure, a report and an opinion shall be submitted to the Board of Directors in

view of a decision on the continued membership in the Association. In the event of an unfavourable

opinion, the exclusion procedure in accordance with Article 14 shall apply.

12.2 Furthermore, any major modification or intended modification concerning a Member must be notified

to the President, including more particularly

the sale of the property

the discontinuation or modification of business activities

the modification of the ability of the property to receive guests

the application for membership and/or decision of a Member to join a Hotel Group.

In these cases the above-mentioned procedure can be implemented as a whole or in part by the

President.

12.3 Any change in respect of the Maître de Maison must be notified to the President without delay.

12.4 Any infringement as a whole or in part of the foregoing obligations may result in disciplinary measures

in accordance with these Rules of Procedure.


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Given the significance of the prejudice which may be caused by a deliberate breach of the Articles and

Rules by the successor, the Board of Directors reserves the right to apply financial sanctions whose

amount may not, however, exceed two (2) years of membership fees, without prejudice to damages that

the Association may assert before a court and shall be legitimately offset against all amounts which may

be due to the successor by the Association as well as against the guarantee fund.

13. RESIGNATION

The resignation of a Member shall become effective (hereinafter referred to as “Effective Date of Resignation”) on 31 December of the respective year if the resignation is notified by the Member to the

Association no later than 30 June of the respective year; or

on 31 December of the following year, if the resignation is notified by the Member to the Association after 30 June of the respective year.

Notwithstanding the foregoing provisions, the Board of Directors or, through its delegation, the President may decide, if the interests of the Association are at stake and by agreement with the resigning Member – such agreement being either in writing or orally – that the resignation of said Member shall take effect on a date different from those indicated in the foregoing paragraph. The resignation of a Member shall legitimately result, from the receipt of his letter of resignation, in the revocation of all mandates and functions that his representatives may have within the Board of Directors and the different entities, subsidiaries or delegations of the Association. The resigning Member may, however, continue to attend the national and/or regional meetings and the general meetings of the Association until the Effective Date of Resignation. Moreover, the resigning Member shall benefit - until the Effective Date of Resignation - from all the services offered by the Association to its Members (central reservations, gift certificates, special offers …). In order to secure the amount of commission due to the Association and / or its subsidiaries, the keeping of the resigning Member with central reservations of the Association shall be subject to the payment of a deposit by the resigning Member, the amount of which shall be fixed against the backdrop of the track record of reservations of said Member. This deposit must be paid within fifteen (15) days of the date of notification of the resignation by the resigning Member. The resigning Member shall continue to be listed in the Guide until the Effective Date of Resignation. By way of consideration for the rights granted to the Member until the Effective Date of Resignation, the latter shall continue to meet his obligations and, more particularly, financial obligations vis a vis the Association and his delegation and comply with all of the Rules of Procedures and Articles of Association. Within a period of fifteen (15) days following the Effective Date of Resignation, the resigning Member must definitely:

o destroy all media, be it on paper, data carriers, audio, video, Internet and all derivative products bearing the trademarks, designs or models belonging to the Association;

o return the plaques and flags to the Head Office of the Association; o remove any reference to the Association from signposts, signs and from all advertising

material;. o destroy all products which bear the logo of the Association.

All costs incurred in connection with these modifications shall be fully borne by the resigning Member.


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In the event of failure to comply with these rules, a fine of EUR five hundred (500) per day shall be legitimately owed by the resigning Member to the Association.

14. DISCIPLINARY MEASURES

The disciplinary measures which may be enforced against a Member shall be a warning, a warning with follow-up and/or exclusion from the Association. Procedure The Member shall be notified by registered letter with acknowledgment of receipt that a disciplinary procedure has been instituted against him. This letter shall include an invitation to a hearing before the Board of Directors or a Commission set up by the Board of Directors for this purpose and chaired by the President of the Association. As soon as the Member has received said official letter, he may inspect his entire file at the Head Office of the Association and must submit his comments in writing within a period of fifteen (15) days. The meeting of the Board of Directors or a Commission set up by it shall be in the form of a hearing of the Member during which the representative of the Member, possibly assisted by his counsel, shall have the possibility to present and elaborate on all of his arguments. Failure of the Member to participate in this hearing shall not suspend the initiation of a disciplinary procedure. At the end of the hearing – either directly or based on the Commission’s report - the Board of Directors may decide to notify the Member, by registered mail, of one or more of the the following disciplinary measures:

o Warning o Warning with follow-up o Exclusion from the Association.

Envisaged breaches One or more of the foregoing disciplinary measures may be envisaged, more particularly, if one of the following cases occurs, without this list being exhaustive:

- Failure to comply with the Articles of Association, Rules of Procedure and, more

particularly, without limiting the generality of the foregoing:

Failure to settle all invoices and the annual membership fee as well as all related fees and, in general, any payment due within the specified periods to the Association, its subsidiaries, and the delegation to which the Member belongs.

Failure to make available the complimentary quota in accordance with the provisions in Article 11 above or failure to pay the financial counterpart due in this respect as a whole or in part.

Failure to reply in due time to the various questionnaires and, more particularly, to the questionnaire for the editing of the Guide and the annual business survey of the Association.

Failure to return the documents required by the public authorities concerning the terms and conditions of acceptance of Relais & Châteaux Gift Certificates.


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Full or partial misuse of the trademarks, designs and models registered for the Association on all printed documents (brochures, leaflets or other guides…), audio, video and Internet and any derivative products without the express prior written authorisation of the Board of Directors.

Failure to distribute the Guide free of charge to guests. Failure to comply with the rules governing the ban on dual membership in accordance with

the Rules of Procedure. - Failure to comply with the quality standards, characterised, more particularly, by a failure to

comply with the quality criteria and the 5Cs (defined by Courtesy, Charm, Character, Calm and Cuisine) and identified by:

Anonymous inspections and/or letters from guests and/or guest comment forms

- Failure to comply with the soul and spirit of the Association, represented by the failure to

respect the ideals which govern the quality criteria of the Association, as explained in the Quality Charter. These ideals are, more particularly:

willingness of belonging as documented by the personal participation of the owner or

general manager of the Member in the life and activities of the Association, its subsidiaries and delegations;

personal presence of the owner or general manager of the Member in respect of his guests; respect for the identity of the region and the terroir in which the Member is located; focus on details with an approach based on general harmony and, more particularly, the

application of the Relais & Châteaux rules of Art de Vivre which guarantee that guests are offered a personally enriching experience.

These ideals must be complied with, more particularly, by means of:

an active participation of the Members in the meetings, general meetings and congresses of the Association,

talks to the President and the delegate concerned inspections letters from guests

- Lack of a search for excellence, motivation and a constant willingness to evolve. - Failure to comply with the rules and provisions governing the central information and

reservation system and, more particularly: Failure to pay commission to travel agents Failure to return the information questionnaires Failure to comply with the stated information and availabilities

- Discontinuation of business activities of the Member following a definitive or temporary

closing of the Member without the owner being able to specify a reopening date. It is pointed out that the closing of a Member for more than one (1) year will result in his legitimate exclusion.

Obvious state of suspension of payments, receivership or liquidation of the property

- Discontinuation of business activities of the Member or change in general management:

Change in ownership or direct or indirect transfer of the control of the Member (operating and/or patrimonial companies), change in respect of the general manager which leads to the following consequences:


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The change affects the image of the Association and/or the quality level of the services provided by the Member. The new owner and/or general manager does not have sufficient professional standing.

- Infringement of the duties of information in accordance with the Section “Change of

Control and Duty of Information”

- Wrong declarations for the purpose of calculation of the membership fees.

- Disparaging comments on other Members.

- A serious violation of hygiene and/or security rules

- Commitment of a criminal offence by a Member, his owner or general manager, which may harm the reputation of the Association

- Departure of the chef of a Member with the membership status “Chef Restaurateur Relais

& Châteaux” referred to as Grand Chef Relais & Châteaux. The departure of a chef with the membership status “Chef Restaurateur Relais & Châteaux” shall result in the legitimate suspension of the membership status “Chef Restaurateur Relais & Châteaux” and his legitimate exclusion from the Association.

- Departure of the chef of a Member with the double membership status “Chef Restaurateur

Relais & Châteaux” referred to as Grand Chef Relais & Châteaux and “Hotelier Restaurateur Relais & Châteaux”: The departure of a chef with the double membership status “Chef Restaurateur Relais & Châteaux” referred to as “Grand Chef Relais & Châteaux” and “Hotelier-Restaurateur Relais & Châteaux” shall result in the suppression of the membership status “Chef Restaurateur Relais & Châteaux” but will allow the Member to stay on as a Member of the Association with the membership status “Hotelier-Restaurateur Relais & Châteaux”. The Member has the option of presenting a new chef to the Board of Directors in order to allow the latter to initiate an inspection and to decide for or against the awarding of the membership status “Chef Restaurateur Relais & Châteaux”.

Consequences of the enforcement of disciplinary procedures

- Consequences of warnings

Following a warning procedure the Member shall be obliged to ensure that the causes justifying his warning have been remedied. In the event of persistence of the infringements identified, the Board of Directors may decide to initiate a new disciplinary procedure.

- Consequences of warnings with follow-up:

The warning procedure with follow-up will lead to a follow-up of the matter by the Board of Directors which will monitor, more particularly, the measures implemented following the identified infringements. In the event of persistence of the infringements identified, the Board of Directors may initiate a new disciplinary procedure. It is pointed out that the follow-up period will last for a maximum of two (2) years, starting from the date on which the Board of Directors issues the warning.


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The Member who is the subject-matter of a warning procedure with follow-up shall bear the various costs incurred by the Association as a result of the follow-up and, more particularly, the costs of the new inspections.

- Consequences of the exclusion The date on which the exclusion becomes effective shall be the date of publication of the next Guide. However, the Board of Directors may decide that the exclusion becomes effective immediately, if it considers this to be appropriate. On the date on which the exclusion becomes effective, the excluded Member must definitely:

Destroy all media, be it on paper, data carriers, audio, video, Internet and all derivative products bearing the trademarks, designs or models belonging to the Association;.

Return the plaques and flags to the Head Office of the Association:. Remove any reference to the Association from signposts, signs and from all

advertising material;. Destroy all products which bear the logo of the Association.

All costs incurred in connection with these modifications shall be fully borne by the excluded Member. In the event of failure to comply with these rules, a fine of EUR five hundred (500) per day shall be legitimately owed by the excluded Member to the Association. As for the rest, the exclusion of a Member shall result, as of right on the date on which the Member receives the notification of exclusion, in the revocation of all the mandates that its representatives could hold within the Board of Directors of the Association, its subsidiaries and all the Committees including, without being exhaustive, the Delegation Committee. Until the entry into force of the exclusion, the Member shall benefit from all the services offered by the Association to its members (central reservations, gift certificates, special offers…). In order to guarantee the amount of commission due to the Association and/or its subsidiaries, continued inclusion of the Member in the central reservation system of the Association shall be subject to the payment by the resigning member of a deposit whose amount shall be fixed in line with the reservation track record of the Member. This deposit must be paid within fifteen (15) days after the receipt of the notification of exclusion by the Member.

Non-inclusion of a Member in the Guide, on the website of the Association or in any other publication in any media whatsoever

In accordance with the provisions of Article 12.3 of the Articles of Association, the President may in cases of urgency in the event of failure of Members to fulfil their obligations suspend their inclusion in the Guide, on the website of the Association and/or any publication in any media whatsoever.

GOVERNANCE OF THE ASSOCIATION

15. PRINCIPLES

The Association shall have a Board of Directors which shall be composed of an Executive Committee

and a Committee of Delegates.

The powers and missions of the Board of Directors, the two Committees and the members of the Board

of Directors (President, Vice-Presidents, Secretary General, Treasurer, deputies and members) shall be

governed by the Articles of Association.


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The President of the Association shall be a de jure member of the Executive Committee, the Committee

of Delegates and the Task Forces in accordance with Article 3.2 of the Articles of Association.

16. ELECTIONS

Only Members fulfilling their obligations in accordance with the Articles entitled “Spirit – Solidarity” and “Compliance with the Rules of the Association” hereinbefore and having met their financial obligations shall be eligible as members of the Board of Directors The elections shall take place every four (4) years during the Ordinary General Meeting. The elections of the the President and the members of the Board of Directors , who make up the Executive Committee and the election of the members of the Board of Directors, who make up the Committee of Delegates shall be held simultaneously by secret ballot. Voting shall be by means of any appropriate manual or electronic procedure. Any ballot paper with deletions, crossings out or additions of names shall be declared null and void. Two (2) weeks before the Ordinary General Meeting, the candidates for the Board of Directors may no longer continue their election campaign by any means whatsoever, in particular by oral or written communication or by holding meetings. Elections of the President and the members of the Board of Directors, who make up the Executive Committee: The election shall be conducted by secret ballot paper and shall be based on a voting on lists. The lists of candidates must include at least three (3) and no more than nine (9) candidates. Each list shall specify the functions which the different candidates for the Board of Directors would assume if they were elected: President, Vice President, Treasurer, Deputy Treasurer, Secretary General, Deputy Secretary General. For each list it must be ensured that at least the following positions are included: President, Treasurer, Secretary General. The lists must be prepared four (4) months in advance and sent to the acting President together with an election manifesto of each head of list who is a candidate for the presidency. This list and the corresponding information shall be sent to the members together with the invitation to the Ordinary General Meeting. Each head of list who is a candidate for the presidency must also submit for his list no later than six weeks before the Ordinary General Meeting an action programme on a maximum of ten (10) pages in French; the Association shall have this programme translated into English and German and circulate it to the members. The candidates for the Board of Directors must provide the Head Office of the Association with the following information: name, first names, functions at the Member as well as their professional references in the hotel and restaurant business. This information may be supplemented by other declarations or election manifestos concerning the candidacy, if requested by the candidates. The candidates on a list shall only be eligible if they are not in a situation of infringement of the Articles of Association, Rules and Charters of the Association.


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The election shall not be valid unless at least half of the Members are present or represented, whereby

each Member may not have more than four (4) powers of attorney, and may vote, as for the rest, by

correspondence (i) in a sealed envelope or (ii) by fax (accompanied by a copy of the ID of the Member

or his representative in accordance with the provisions of the article concerning the “Representation of the Members” above) sent to a Huissier (bailiff) designated by the Association. In the latter case:

- The Huissier (bailiff) must verify that the person representing the Member who has voted by

correspondence is identical to the person in the Register of Members of the Association. If not, the

Huissier de Justice (bailiff) must immediately inform the President; and

- the Huissier shall anonymise the fax copy and place it in an envelope sealed by him.

In the event of a vote by correspondence or by fax, the sealed envelope or the fax must be received at least four (4) days before the date of the Ordinary General Meeting by a huissier (bailiff) designated by the Association. The latter shall not open the sealed envelopes before the counting of the votes. The lists shall be submitted to the vote of the Members of the Association who may vote for only one of these lists. At the end of the ballot the votes cast in favour of the lists shall be counted under the supervision of the huissier designated by the Association. The list with the highest number of votes shall be declared elected. In the event of a tie of several lists, a new vote shall be organised involving these lists to determine a list with the largest number of votes. In the event of another tie, a further vote shall take place in respect of the corresponding lists and so on, until one list obtains a majority of the votes. Election of the members of the Board of Directors who make up the Committee of Delegates: The election shall be conducted by secret ballot paper and shall be based on voting on lists during the meeting of the delegation which is organised during the annual Congress of the Association. Each list shall allocate at least the following functions to the candidates: delegate, vice-delegate and treasurer The delegates shall be elected by secret ballot by the Members of their delegation. Each candidate for the position of delegate must submit a candidacy no later than two (2) months before the elections to the acting President of the Association together with an election manifesto. The candidates for the position of delegate and their deputy must provide the Head Office of the Association with the following information: names, first names, functions at the Member as well as their professional references in the hotel and restaurant business. This information may be supplemented by other declarations concerning the candidacy, if requested by the candidates. The candidates shall only be admitted by the Board of Directors if the candidate for the delegate and the deputy delegate are not in a situation of gross infringement of the Articles of Association, Rules of Procedure and Charters of the Association.

The election shall not be valid unless at least half of the Members of the delegation are present or

represented, whereby each Member may not have more than four (4) powers of attorney, and may vote,

as for the rest, by correspondence (i) in a sealed envelope or (ii) by fax (accompanied by a copy of the

ID of the Member or his representative in accordance with the provisions of the article concerning the


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“Representation of the Members” above) sent to a Huissier (bailiff) designated by the Association. In the latter case:

- The Huissier (bailiff) must verify that the person representing the Member who has voted by

correspondence is identical to the person in the Register of Members of the Association. If not, the

Huissier de Justice (bailiff) must immediately inform the President; and

- The Huissier shall anonymise the fax copy and place it in an envelope sealed by him.

In the event of a vote by correspondence or fax, the sealed envelope or fax must be received at least four (4) days before the date of the Ordinary General Meeting by a huissier (bailiff) designated by the Association. The latter shall not open the sealed envelopes before the counting of the votes. The lists shall be submitted to the vote of the Members of the delegation who must vote for only one of these lists. At the end of the ballot the votes cast in favour of the lists shall be counted under the supervision of the huissier designated by the Association. The list with the highest number of votes shall be declared elected and only the delegate who is the head of the list shall be a member of the Committee of Delegates with the status of a member of the Board of Directors. In the event of a tie of several lists, a new vote shall be organised involving these lists in order to determine the list with the largest numbers of votes. In the event of another tie, a further vote shall take place in respect of the corresponding lists and so on, until one list obtains a majority of the votes. All the delegates shall legitimately constitute the Committee of Delegates without there being any need for a vote by the General Meeting. If there is only one list, it shall be legitimately elected. If there is no list or if there is only one list and it does not obtain a majority of the votes, the President shall act as delegate and shall organise new elections for the delegation concerned as soon as possible. Cases of vacancy of a member of the Board of Directors: Co-option of a member of the Board of Directors:

In the event of death, resignation or dismissal, the Board of Directors may co-opt a member of the Board of Directors on a provisional basis; the appointment of said member must be approved by the next Ordinary General Meeting. The co-option shall be decided by a simple majority vote. The co-option of a member of the Board of Directors shall always be on a provisional basis and must be confirmed by the next Ordinary General Meeting. New delegate as member of the Board of Directors In the event of death, resignation or dismissal of a delegate, the deputy delegate shall be declared a member of the Board of Directors pending the election of a new delegate to replace the deceased, resigning or dismissed delegate. A new election must then be organised as soon as possible within the delegation and at any rate within twelve (12) months of the death of the delegate or following the effective leaving of the resigning or dismissed delegate. Expiry of the function of the members of the Board of Directors: The function of the members of the Board of Directors shall expire


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at the end of the term stipulated on their appointment;

by resignation or dismissal as a member of the Board of Directors

by resignation or exclusion as a Member of the Association

in the event of personal circumstances arising which prevent the member of the Board of

Directors from exercising his functions (death, long-term illness…);

following the transformation or dissolution of the Association.

Dismissal:

The Members of the Board of Directors, who are members of the Executive Committee, may be dismissed at any time by the Ordinary General Meeting, following a proposal by the President or the Board of Directors, on serious and/or legitimate grounds. This dismissal shall be pronounced ad nutum. The dismissal decision shall be taken by a simple majority vote in accordance with the provisions relating to the quorum and majorities of the Articles of Association. In the event of a tie, the President shall have the deciding vote.

The members of the Board of Directors, who are members of the Committee of Delegates, may be dismissed at any time by the Ordinary General Meeting or by the Members of their delegation, following a proposal by the President or the Board of Directors, on serious and/or legitimate grounds. The dismissal on good and sufficient grounds of the delegates by the Members of their delegation shall not be valid unless half of the Members of the delegation are present or represented, whereby each

Member may not have more than four (4) powers of attorney, and may vote, as for the rest, by

correspondence or fax. The dismissal shall be decided by a simple majority vote. In the event of a tie, the President shall have the deciding vote. Setting up of Commissions or Task Forces These Commissions or Task Forces shall be set up by the President by delegation of the Board of Directors. Their members shall be freely chosen by the President from within and/or outside the Association.

17. INTERNATIONAL ANNUAL CONGRESS

The simple fact of being a Member of the Association shall oblige every Member to attend all the congresses during which the General Meetings are held. Repeated and unjustified absence from the international annual congress, without any valid reason,

shall be deemed to be an infringement of the spirit of the Association and a breach of these Rules of

Procedure which may prompt a disciplinary procedure.

18. AUDIT COMMITTEE AND ELECTIONS, NOMINATIONS AND COMPENSATION COMMITTEE The Association shall have two advisory committees: an Audit Committee and an Elections, Nominations and Compensation Committee.


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The composition, role and functioning of these Committees are described in a document entitled “Audit

Committee and Elections, Nominations and Compensation Committee of the Relais & Châteaux

Association” which is available at the Association’s Head Office and attached as Annex No 2 to these Rules of Procedure. 19. MANAGEMENT COMMITTEE The Association shall have a Management Committee which shall be composed of the CEO, the CFO and the Membership Network Director. The President shall not be a member of the Management Committee but may intervene whenever this is deemed to be necessary. Each member of the Management Committee shall personally have operational responsibilities through his / her function within the Association. The Management Committee shall not act as a substitute for these individual responsibilities. The Management Committee shall be a collegial body for the exchange of views and brainstorming on the operational aspects of the activities of the Association and its subsidiaries, which shall have a global vision of the Association and its subsidiaries. Its functions shall be to: Ensure compliance with the objectives and strategy defined by the President and the Board of Directors; Review and follow up in a cross-sectional manner the relevant themes and projects of the Association and its subsidiaries and, if necessary, express its views or its recommendations to the President or the Board of Directors; Take all decisions within its sphere of competency and as defined in the Manual of Procedures (approval of purchases not budgeted, approval of the absence of tenders for certain purchases, analysis of submitted anomalies and a corresponding action plan, etc), examine the anomalies which come to its knowledge and propose or adopt action plans to be initiated.

20. AMENDMENTS TO THE RULES

The rules which are enforceable vis a vis Members of the Association shall be deemed to include the Articles of Association, the Rules and Charters. In accordance with the Articles of Association, the Board of Directors shall be entitled to amend the articles of the Rules and Charters within the framework of good management of the Association. Whenever the Rules and Charters are amended, their new versions shall become enforceable against all the Members from the publication on the website www.relaischateaux.org.

LEGAL ENTITIES

21. LEGAL ENTITIES

Legal entities of the Association may be set up as companies, associations, joint ventures, sponsorships or other entities in which the Association holds or will hold an interest. The President of the Association may also be the president or legal representative of these legal entities, subject to compliance with the relevant national legislation.



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These legal entities may be operationally managed by the Director General of the Association or by any other person nominated by the Board of Directors. These legal entities shall ensure on a specified territory the implementation of the national or international activities as decided by the Board of Directors and shall have the following objectives, without this list being exhaustive: responsibility for the promotion of all Members around the world; promotion of the trademarks, designs and models, acronyms and logos, company and domain

names which are the property of the Association; relations with the press and the media; relations with the main travel agents; possibly, implementation of the delegation action plans for the national or regional delegations; conclusion of partnerships and follow-up of relations with national and international partners; possibly, management of reservations, gift certificates and special offers and all other products

which are to further the promotion of the Members of Relais & Châteaux as well as complementary and targeted operations.

APPLICABLE LAW

22. INTERPRETATION AND VALIDITY

Should one of the clauses of the Rules and Charters of the Association be or become void and unenforceable under jurisdictions, the remaining provisions of the afore-mentioned texts shall not be affected. The afore-mentioned Rules and Charters of the Association shall solely be governed by French and Community law.

23. PLACE OF JURISDICTION

In respect of the validity, the interpretation or execution of the Rules and Charters and any litigation in respect of the Association, the French version shall solely be authoritative. In the event of disputes concerning the application of these Rules of Procedure, French law shall be the exclusive applicable law. The Paris courts shall have sole jurisdiction.


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Annex to the Rules of Procedure

ANNEX 1

referring to Article 9

Role of the Delegate

ANNEX 2

referring to Article 18

Audit Committee and Elections, Nominations and Compensation Committee

of the Relais & Châteaux Association

ANNEX 1.

ROLE OF THE DELEGATE

Introduction

The mission of the Delegate as it pertains to the mission of the regional and /or national Delegation

Mission of the regional and/or national Delegations (Chapter 9 – Rules of Procedures) :

“The missions of the regional and/or national Delegations shall encompass:


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- encouraging communication among the Members as well as between the latter and the Association

through a regular exchange of views and information

- organising meetings, activities and events to be attended by the Members in order to ensure

coordination of activities, good communication within the Association and the development and

promotion of the Members.

Each Delegation shall have a Delegate elected by the Members of his Delegation, in accordance with the

terms and conditions in the Article entitled “Elections” herein below.

The Delegates shall also provide the President of the Association with all information concerning the

Members of their region or country and submit their issues. Transmission of such information will

facilitate their coordination and implementation on a local level under the best possible conditions.

The Delegates shall also have the mission to draft and define the action plans adopted by their

Delegation and verify their implementation by the office of the Association to which their Delegation is

linked.

The Delegates may neither make any commitments nor represent the Association unless they have

received prior express and written permission from the President and except for their right to represent

the Association with the media in accordance with the terms and conditions defined in Section E

“Communication and Press Relations” below.

The Delegates shall be subject to a responsibility for secrecy and strict confidentiality.

The Delegates must submit the minutes of their meetings for approval to the President prior to any

circulation, regardless of the communication means used.


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PART 1. THE MISSION OF THE DELEGATE

A. Relationships with members The primary role of the Delegate is the animation of his/her Delegation which translates into the following tasks: Develop, encourage, endorse the family spirit and establish ties with the members. He / she

should have regular contact with all members to ensure that no one is isolated and each is listened to - everyone should be treated equally.

Ensure that all members are engaged o Consistent attendance of the Delegation meetings/Congress is a key indicator to

ensure that this task is duly accomplished. B. Prospection and Candidacies – Membership Network see attached document - Development & Prospection :

The Delegate will facilitate the search for prospective properties and share information. He/She will visit and liaise with the identified prospects to convince them to join the Association.

- Candidacies:

Delegate shall give advice about the candidates that could be accepted, before the official Board Meeting vote. It is indeed essential to visit the property and have an interview with the Owner/Director to ensure the “Soul of the Innkeeper” which is difficult to ascertain during the inspections.

- Membership Network: A Delegate shall not be involved in the decision process in case of quality problem within a property of its Delegation. It is also important to exchange and share information about the members in regard of quality issues.

C. Marketing and Sales Activities The Delegation shall refer to a reference document named “ Delegations Services Guide” available on www.relaischateaux.org .

It is essential that every single member of the Delegation’s Committee has read and understood this document, which shall serve as a guideline to conceive and implement the action plan. The action plan needs to be read and discussed with the office Director who is consistently communicating with the Head Office.



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D. Partnership relations

- Official partners: the Delegate shall ensure that the official partners are presented and

highlighted in the delegation members’ properties. -

In case the Delegation wishes to involve partners in its marketing actions (events, ads in the delegation brochure…) the official partners do have a 1st refusal right. Should they decline, the Delegation can move on to contact another partner. It is important to remember that in accordance with the Rules of Procedure, article 10, the Delegate may negotiate on behalf of the Association to conclude any of the aforementioned contracts, subject to the express condition that he has obtained the prior, express and written consent of the President of the Association.

- Local partners: The Delegate shall be responsible for the choice of the local partners and their coherence as it pertains to the international strategy.

E. Communication and Press Relations The Delegate is required to represent the brand, Delegation and Association with the media in accordance with “Brand Book” and the strategy devised by the Head Office and approved by the international BOD. The purpose is to generate incremental awareness through additional media presence. This can be achieved through press appointments and interviews.


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PART 2. ORGANISATION / GOVERNANCE OF THE DELEGATION

A. Governance

- the Delegate and its Committee The delegation committee should demonstrate a good commitment to ensure the success of the delegation and the treasurer. Each Delegation must have a Committee of at least 3 people including : 1 Delegate + 1 Sub-Delegate + 1 Treasure The committee is responsible for proposing priorities and strategies and for submitting an action plan, with the collaboration of the office Director, which corresponds to the key objectives of its members. The Delegate (and the treasurer of the Delegation) is responsible for the Delegation’s budget and the most productive use of the funds. It is important that the Delegation’s budget is used within the fiscal year. The Delegate shall report to his members on the allocation of his budget. - The international Office Director

Each Delegation is now linked to an international office (Relais & Châteaux subsidiary) supervised by one dedicated person (the Director of the related international office in the country) The international office has 2 objectives and consequently 2 clients : The Relais & Châteaux Association - to promote the brand on his/her market The Delegation- to promote its properties locally and abroad on its key markets The Directors of the international offices report hierarchically to the Chief Executive Officer of the Relais & Châteaux Association. The Director of the Subsidiary is responsible for actively contributing to the definition, in terms of providing input, and implementation of the annual Delegation’s action plan in coordination with the Committee .For this reason, he/she has regular contact with his/her Delegate. The regular exchange and coordination will be important to ensure a satisfying workflow of information and optimise the allocated resources. Once the objectives / key actions and budget allocations are clear, agreed and approved, the Director of the international office should be able to work in autonomy and independence. As a matter of fact the Delegate’s role does not consist of managing the local office on a day to day basis. The Director of the subsidiary shall have the role of assisting the Delegation members on all tasks and represents the “liaison between the members and the Association.”


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Nevertheless, the Directors of the international offices will communicate updated reports regularly monthly to the CEO with copy to the President and the Delegate. Also, once a year, during the June Board Meeting, all the Delegates and the offices’ Directors will have a dedicated meeting to share and review the actions of the year and the different projects. The Delegate has no “Executive” role. He/She focuses on the relations with his/her members and on the development of the quality of the members of the Delegation.

For some Delegations it is also a coordination and supervision of his/her regional Delegates. B. Workflow

The Delegate and his/her committee shall develop, in conjunction with the local office Director, an action plan corresponding to the Delegation’s budget. This action plan has to be in accordance with the global strategy voted by the Board of Directors (annual key priorities of actions): All Delegates are now members of the Board and shall be guarantors of the application of the strategy. To follow up these actions and the budget, the committee should hold several meetings during the fiscal year. (4 is a good average).

C. Administration / budget Every member has the obligation to contribute financially to the activities of the Delegation. The amount of this participation and the terms of payment are defined in the Rules of Procedure and the Financial Rules of Procedure. This obligation is mentioned in the application dossier. New for 2010/2011 : the contribution to the Delegation fee will be invoiced by the Head Office together with the annual international membership fee. The funds will be transferred to an account opened and managed by the Director of the Subsidiary according to the set budget of the Delegation. Both the Director of the Subsidiary and the Delegate/treasurer will have access to this account. The Director of the subsidiary will not have the authority to decide autonomously on this budget. This Delegation fee is mandatory and will be part of the Financial Rules of Procedures shortly and will also be mentioned on the application dossier. The members who do not pay this fee may be excluded from the Association. The Delegate has the possibility to propose a supplementary fee to his members for a concrete project. Any additional project must be approved unanimously by the members of the Delegation. The supplementary fee will be shown as expenses on the annual invoice.


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Search for prospects

Input from

The delegate

Sharing of information

and advisory opinion of

the delegate

Potential Candidate Not interesting

Inspection

Confirmation of the

potential

Information on RC

send to the property

- from Head Office -

Presentation to the Delegates’ Committee

Spontaneous application

Potential Candidate Not interesting

Inspection

Confirmation of the

potential No

potential

No

potential

Advisory opinion of the

delegate

Role of the Delegate

on Membership Relation

Property contacted

and visited by the

delegate

Opinion of the

delegate

Property contacted

and visited by the

delegate

Opinion of the

delegate

Recommendation for the decision

of the Board


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ANNEX 2.

Audit Committee and Elections, Nominations and Compensation Committee

of the Relais & Châteaux Association

Pursuant to the terms of article 13 of the articles of the Association Relais & Châteaux (hereinafter, the “Association”), the Association has an Audit Committee and an Elections, Nominations and Remunerations Committee (hereinafter referred to collectively as “Committees” or individually as the “Committee”). These Committees were created to support the Board of Directors and the Executive Committee in their decision-making role and to tighten controls in the interests of good governance. These are independent Committees operating under the authority of the Board of Directors. In this way, they fulfil a purely consultative role, the responsibility for any decision remains with the Board of Directors or the Executive Committee. This document defines the composition, the role and the procedures for each of these Committees. For the purposes of this document, the meaning of the terms below, of which the initial letter is always in upper case, shall be that attributed to it in the Association’s internal regulations, notably, the term “President” shall designate the president of the Association whereas the term “president” shall designate the president of the Audit Committee or the Elections, Nominations and Remunerations Committee accordingly. 1. Composition of the Committees Each of the Committees comprises minimum of (3) members and must include at least: - One member of the Delegates’ Committee, member of the Board of Directors of the Association; - One person from the outside, who is not a member of the Association. Any member of the Association, with the exception of members of the Executive Committee, may be a member of these Committees. This composition brings to the Committees and, thus, to the Board of Directors and to the Executive Committee: - Technical skills and experience not always available among members of the Association ; - The advantage of independent points of view, different outlooks and original perspectives; - The guarantee of regular reporting to members of the Board of Directors. The composition of the Committees is proposed by the Chairman of the Board of Directors who nominates the members and the president of each of these committees. The members of the Committees are appointed for 4 years with effect from their nomination by the Board of Directors. 2. Role of the Committees 2.1. Role of the Audit committee

The Audit Committee’s mission is the following:

- to examine the conclusions and recommendations of the external auditors and to ask any questions they may consider necessary;

- to verify the efficiency of the procedure for the preparation of financial information concerning the Association and its subsidiaries and the communication of the same to Directors and Members;

- to ensure the quality of the financial information sent out to Members;


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- to monitor the efficiency of the internal-control and risk-management systems in place within the Association and its subsidiaries;

- to propose the implementation of tendering procedures and to ensure that these are always respected; and

- to evaluate situations of potential conflict of interest concerning a Director and to propose the appropriate measures to prevent or remedy the same.

The Audit Committee reports to the Board of Directors on the work it does. It informs the Board of its conclusions, recommendations and proposals. The Audit Committee may also be consulted by the President or by the Directors to give its opinion on the nomination of Auditors or the renewal of their mandate. The Audit Committee gives an opinion on the Auditors’ fees. The Audit Committee has no decision-making power. 2.2. The Role of the Elections, Nominations and Remuneration Committee The mission of the Elections, Nominations and Remuneration Committee is the following:

- to collect the applications and sworn oaths of Members with respect to posts of Director of the Association also in the case of unforeseen vacancies;

- to ensure true and fair elections;

- to put in place, where required, the procedure for selecting Members or external persons for the Audit Committee and Commissions (Task Force) on the grounds of their integrity, reputation, skills, diversity and experience;

- to draw up recommendations for the recruitment of managers of the Association; and

- to clarify to the Board of Directors procedures for determining the remuneration and benefits to be granted to managers and Directors of the Association.

The Elections, Nominations and Remuneration Committee reports to the Board of Director on the work it does. It informs the Board of its conclusions, recommendations and proposals. The Elections, Nominations and Remuneration Committee has no decision-making power. 3. How the Committees function Each of the Committees is convened by its president or by at least one half of the members of the Committee concerned, no less than four (4) days prior to the date set for the meeting, or immediately if all the members of the Committee concerned are present. Meetings of both Committees are held at the head office of the Association or in any other location specified in the convocation, or by any other video-conferencing or telecommunication system. Each Committee shall meet on at least two (2) occasions per year. The Audit Committee should notably meet prior to meetings of the Board of Directors where an item on the agenda relates to the examination of the Association’s annual or half-yearly accounts. The proceedings of each Committee shall be effective only if at least half of its members is present or represented. The resolutions of these Committees shall be adopted by simple majority of the members present or represented. Minutes shall be kept for each meeting of the Committee.


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Any document handed out to members of one or other of the Committees in the course of that member’s duties shall be deemed confidential, unless made public by the Association, even with respect to other Members. The conclusions, recommendations and proposals put forward by the Committees are confidential and may not be communicated outside the Board of Directors. Acceptance on the part of a Director or a non-Director of membership of one or other of the Committees requires that the member in question devotes the necessary time and attention to the role and respects the Director’s Charter at all times. 4. Prerogatives of the Committees The Committees are entitled to request any document to be provided to them that they may judge expedient to the achievement of their mission (in particular, accounting, legal or financial). At their request and without the presence of the President, the Committees may interview members of the Association’s Management, notably, for the Audit Committee, those responsible for the preparation of the accounts and for internal control. 5. Remuneration of Committee members The members of the Association acting on these Committees are not remunerated but are entitled to claim reimbursement of their travel costs on presentation of receipts. Persons from outside who act on the Committees are remunerated for the following: - their involvement in the preparation of the questions submitted to the Board of Directors; - their contribution to certain parts of the meetings of the Board of Directors which concern them; - the follow-up of decisions taken in their field. The remuneration of external parties is calculated annually by the Board of Directors at the beginning of each financial year. The amount and the terms of this remuneration are set down for each outside party in a mission statement. For the rest, their professional expenses are reimbursed on presentation of the relevant receipts. Furthermore, in certain circumstances, the Board of Directors may entrust a specific mission to an external person who is a member of one of the Committees. This mission shall be the subject of extra remuneration. Any mission of this type shall be voted by the Board of Directors. A mission statement shall set down the purpose and the duration of the specific mission together with the corresponding extra remuneration. 6. Dismissal and resignation of Committee members The Board of Directors may dismiss any member of a Committee immediately and with no requirement for justifying grounds, notably in the event of a failure to adhere to the provisions of the Director’s Charter. Where resignation or dismissal of a member of a Committee results in the number of members for that Committee falling below the minimum of three (3), the Board of Directors shall be required to arrange a replacement member failing which the meetings of this Committee shall cease to be effective.

***

Articles voted on during the Combined General Meeting on November 14th

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ARTICLE 1 - LEGAL FORM - DENOMINATION

RELAIS & CHÂTEAUX is an association governed by the French Law of 1 July 1901 as amended and its application texts, which can have members of all nationalities (hereinafter referred to as the "Association"). The denomination of the Association is "RELAIS & CHATEAUX".

ARTICLE 2 - OBJECT

The mission of the Association, which is comprised of hoteliers, restaurateurs and chef-restaurateurs engaged in a common search for excellence, is to put together the world's finest collection of charming independent hotels and restaurants.

Consequently, the objective of the Association is to group together independent hotels-restaurants and/or independent restaurants (hereinafter referred to as the "Properties")

The legal entity which is the owner of the Property shall be granted membership by decision of the Board of Directors of the Association (hereinafter individually referred to as "Member" and collectively as the "Members").

Founded in 1954, the Association has set itself, through its Members, the ambitious goal of incorporating and promoting the values of art de vivre and to offer its guests the most beautiful way of discovering the world.

The Association has the following object:

a) Affirm the stature of the RELAIS & CHÂTEAUX brand on the international level;

b) Ensure the collective promotion and cultural and economic development of its Members, by cultivating the values and ideals which unite them, whilst enhancing their regional or national identity;

c) Propose to its Members an array of services directly and/or through its subsidiaries (hereinafter collectively referred to as "Subsidiaries" and individually as “Subsidiary”), aiming at the upgrading of professional skills and the strengthening of the success of their Properties. These services shall be dedicated, more particularly, to training, quality control, innovation, research and development, marketing as well as reservation technologies;

d) Provide all natural persons or legal entities and, more particularly, the guests of its Members, directly and/or through its Subsidiaries, with all services linked directly or indirectly to hospitality and/or fine dining;


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e) Acquire and/or rent, directly and/or through the Subsidiaries, in any form whatsoever, any

commercial assets, movables or real estate, which can contribute to the development and the continued existence of the Association, the Subsidiaries and the RELAIS & CHÂTEAUX brand;

f) Take over, directly or indirectly, any minority or majority interest in companies, groups of

companies or entities existing already or to be set up, which pursue an activity which is linked directly or indirectly to the object of the Association or intended to support it.

ARTICLE 3 – REGISTERED OFFICE

The Registered Office is located at 58-60, rue de Prony – 75017 Paris (France). This Registered Office may be transferred at any time within the same city, by resolution of the Board of Directors of the Association (hereinafter referred to as the "Board of Directors") and to another city in accordance with the provisions of Article 17 - 2 of these Articles of Association.

ARTICLE 4 - DURATION

The duration of the Association shall be unlimited in time.

ARTICLE 5 – RULES OF PROCEDURE

1) The Articles of Association shall be supplemented by

a) Rules of Procedures the object of which is, more particularly, to lay down terms and procedures for the application of the Members, the duties of the Members as well as the governance of the Association;

b) A Quality Charter describing the quality standards which apply to the Members (depending on

their membership status);

c) Financial Rules of Procedure whose object is to lay down the detailed financial obligations of the Members;

d) Rules of Procedure relating to Intellectual Property Rights including the Graphics Charter;

e) A Charter for the Members of the Board of Directors;

hereinafter collectively referred to as the "Rules of Procedure and Charters".

These Articles of Association as well as the Rules of Procedure and Charters are available on the


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extranet site of the Association.

2) The Rules of Procedure and Charters may be amended by the Board of Directors subject to a quorum and the majority specifically provided for in Article 11.3 of these Articles of Association.

3) The aforementioned Rules of Procedure and Charters shall be enforceable vis-à-vis each Member as soon as they are posted on the extranet site of the Association.

ARTICLE 6 - MEMBERS: MEMBERSHIP STATUSES, RIGHTS AND OBLIGATIONS

1) The Association shall be made up of Members as defined in Article 2 of these Articles of Association.

Within the Association there shall be two membership statuses:

Hotel-Restaurant Relais & Châteaux Member,

Restaurant Relais & Châteaux Member.

A Member can have one of the two or both membership statuses. The two membership statuses can hence be cumulated, but if a Member cumulates the two statuses, he shall only be entitled to one vote.

These membership statuses shall be granted by the Board of Directors in accordance with the specific criteria in respect of each status, as defined in these Articles of Association as well as in the Rules of Procedure and Charters.

The Member must be a legal entity which owns the Property. The Member shall be represented by the legal representative of this legal entity which owns the Property.

In its relationships with the Association, the legal representative of the Member who does not operate the Property himself, must designate a natural person who is personally and regularly involved in the operation of the Property. This person shall be designated as Maître de Maison for a Hotel-Restaurant (hereinafter referred to as “Maître de Maison”) and/or Chef-Restaurateur for a Restaurant (hereinafter referred to as “Chef-Restaurateur”).

The Association shall keep, under the authority of the President of the Association (hereinafter referred to as the “President”), a register of Members (hereinafter referred to as "Register"). The detailed information to be included in this Register shall be specified in the Rules of Procedure. The legal representative of the Member shall be obliged to complete the form “Register Member” sent to him by the Association. Every Register Member form must contain the following information:

Name of the Property;

Corporate name and legal representative of the owner of the Property;

Name of the natural person involved personally and regularly in the operation of the Property (legal representative or Maître de Maison / Chef-Restaurateur).


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The “Register Member” form shall also mention that the legal representative of the legal entity of the Property may grant a power of representation to the person that he designates as Maître de Maison or Chef-Restaurateur.

The legal representative of the legal entity which is the owner of the Property must furnish all the information mentioned hereinbefore and in the Rules of Procedure upon his admission to the Association and inform the President without delay of any amendment concerning any of this information.

The designations which may be used within the framework of the external communication of the Members to refer to these statuses are part of the Rules of Procedure concerning the Intellectual Property Rights.

2) In order to become a member of the Association, the terms and conditions referred to in the admission procedure in accordance with the Chapter entitled “Conditions and Procedures of Membership Applications” of the Rules of Procedure must be complied with.

The Board of Directors must ensure that the candidate complies with the following terms and conditions, which are specified in more detail in the Rules of Procedure:

a) meet the definition of a Member in accordance with Article 2 of these Articles of Association;

b) comply with the applicable Rules of Procedure and Charters.

The decision which will be taken by the Board of Directors shall be based on the procedure described in the Rules of Procedure and shall be non-appealable.

The refusal of admission does not have to be substantiated.

3) Membership shall cease:

• upon the resignation of the Member in accordance with the provisions of the Article "Resignation" of the Rules of Procedure;

• upon the exclusion pronounced by the Board of Directors in accordance with the provisions of the Article "Disciplinary Measures" of the Rules of Procedure;

• upon the dissolution, for any reason whatsoever, of the Member.

4) The membership status may be challenged by the Board of Directors in the following cases:

Change in control of the Member;

Change in respect of the legal representative of the Member;

Departure for any reason whatsoever of the Maître de Maison or Chef-Restaurateur.


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The procedure for challenging the membership status is described in the Rules of Procedure.

4) If a Member fails to comply with one of his obligations, the Board of Directors or its President may, by way of sanction, decide to impose a disciplinary measure in accordance with the provisions of the Article “Disciplinary Measures” of the Rules of Procedure if an exclusion from the Association is not justified. 5) Each Member must belong to a national and/or regional delegation whose setting up, mission, functioning and election of the delegates shall be governed by the Rules of Procedure. 6) Every national and/or regional delegation shall elect from amongst its members a delegate and a deputy delegate in accordance with the provisions of the Article “Elections of the Members of the Board of Directors who constitute the Committee of Delegates” of the Rules of Procedure. The main role of the delegate shall be to represent the Members of his national and/or regional delegation in the different bodies of the Association, more particularly on the Committee of Delegates of the Board of Directors The missions of the delegate must be fulfilled by adhering to the general interests of the Association and all of its Members.

The missions and powers of the delegate are defined in the Rules of Procedure.

ARTICLE 7 - LIABILITY

1) No member may bind or represent the Association without a mandate from the President. Otherwise the Member shall be solely liable both vis-à-vis the Association and its Members and third parties and a disciplinary measure may be enforced against him by the Board of Directors in accordance with the provisions of the Article “Disciplinary Measures” of the Rules of Procedure and an action for damages may be filed against him by decision of the Board of Directors. 2) Each Member shall assume sole responsibility for the management of his Property/Properties and undertakes to comply with all laws and regulations which are applicable to him, without being able to hold the Association liable in any way whatsoever and for any reasons whatsoever in this respect.

ARTICLE 8 – RESOURCES, RESERVE FUND AND GUARANTEE FUND

1) The financial resources of the Association shall include:

The different resources originating from the Members and specified in the Financial Rules of Procedure, such as, without limitation, the annual membership fees, the admission fee, the participation fees in the Annual Congress of the Association…

subsidies which may be granted to it, in particular by the European Union, states, regions,


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districts, counties or local communities;

donations, legacies, gifts, sponsoring, patronage, ...;

interest and income from property and securities which belong to the Association;

the distribution of dividends by the Subsidiaries;

and, more generally, all income received directly or indirectly by the Association.

2) The operating surplus may be allocated, as a whole or in part, to a reserve fund following a resolution adopted by the Ordinary General Meeting in respect of the financial statements for the financial year.

3) Every member shall pay a guarantee fund governed by the terms and conditions of the Financial Rules of Procedure.

ARTICLE 9 - EMPLOYMENT OF LIQUID ASSETS

1) The resources of the Association as well as the reserve fund shall be used for the implementation of the object of the Association and of its missions, including, without limitation, participation in the capital of its Subsidiaries, advancing payments which are necessary for their operation and the acquisition or renting of commercial assets, movables or real estate.

2) Running expenses and investments of the Association shall be ordered and made by the President of the Association within the framework of the budget.

3) The President may not give any guarantee or surety without the prior approval of the Board of Directors.

ARTICLE 10 - FINANCIAL YEAR

The financial year shall commence on 1 July and end on 30 June of the following year.

ARTICLE 11 - BOARD OF DIRECTORS 1) Composition of the Board of Directors The Association shall be managed by a Board of Directors made up exclusively of representatives of the Members in accordance with Article 6 above and the Rules of Procedure. The Board of Directors shall be composed of two Committees:

The Executive Committee with 5 to 9 members of the Board of Directors including the President, elected by the Ordinary General Meeting of the Association;

The Committee of Delegates made up of the national and/or regional delegates, elected by their


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respective delegations in accordance with the Rules of Procedure. The President shall be a de

jure member of the Committee of Delegates. The composition and the missions of these two Committees making up the Board of Directors are described in Article 13 of these Articles of Association. The members of the Executive Committee and the members of the Committee of Delegates shall constitute together the Board of Directors. 2) Election of the Board of Directors The election of the Board of Directors shall take place every four years during the Annual Congress of the Association. The Executive Committee

The election shall take place by secret vote and shall be based on lists during the Ordinary General Meeting organised during the Annual Congress of the Association. Every list must include candidates for at least the following functions: President, 1st Vice-President, Secretary General and Treasurer. The Executive Committee shall be elected subject to the terms and conditions governing the quorum and the majority in accordance with Article 16.4 of these Articles of Association. The organisation and the modalities of the election of the Executive Committee are described in the Article “Elections” of the Rules of Procedure. The Committee of Delegates

The election shall take place by secret vote and shall be based on lists during the meeting of the delegation organised during the Annual Congress of the Association. Every list must include candidates for at least the following functions: Delegate and Deputy Delegate. The delegates elected by their delegation subject to the terms and conditions defined in the article “Elections” of the Rules of Procedure shall make up together the Committee of Delegates. 3) Deliberations of the Board of Directors The Board of Directors shall meet at least twice a year and shall be convened by the President or at the request of one third of its members. These meetings may take place, at the request of the President, by means of a conference call or via the Internet using new information and communication technologies. The Board of Directors shall deliberate subject to the following terms and conditions:

Quorum: the Board of Directors shall not deliberate validly unless at least half of the members


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of the Board of Directors are present or represented. The Rules of Procedure and Charters may be amended or new Rules of Procedure and/or Charters of the Association may only be adopted by the Board of Directors if at least three quarters of the members of the Board of Directors are present or represented.

Majority: the decisions of the Board of Directors shall be adopted by a majority of the members present or represented. The Rules of Procedure and Charters may be amended or new Rules of Procedure and/or Charters of the Association may be adopted by the Board of Directors with a majority of 2/3 of the votes of the members of the Board of Directors present or represented. In the event of a tie, the President shall have the deciding vote.

The deliberations of the Board of Directors shall be recorded in a special register, signed by the President and the Secretary General.

The President may invite third parties to participate in the meeting of the Board of Directors. 4) Membership of the Board of Directors Only the natural persons representing the Members (the legal representative of the legal entity which owns the property or the Maître de Maison or the Chef Restaurateur) may be elected as members of the Board of Directors. The members of the Board of Directors shall be elected for a term of four years which may be renewed. Membership of the Board of Directors shall not be compatible with a shareholding or management position in a marketing organisation declared incompatible with the Relais & Châteaux Association in accordance with the list established by the Board of Directors, communicated to the members and published on the website www.relaischateaux.org. If this were the case, the member of the Board of Directors would de facto be considered as resigning from his position. Expiration of the functions of the members of the Board of Directors: The functions of the members of the Board of Directors shall expire:

At the end of the term of the member of the Board of Directors;

Following resignation or dismissal of the member of the Board of Directors;

If the member of the Board of Directors leaves the Association or is excluded from the Association;

If personal circumstances occur which prevent the member of the Board of Directors from exercising his functions (death, long-term illness…);



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Following the transformation or dissolution of the Association.

Dismissal

The Members of the Board of Directors, who are members of the Executive Committee, may be dismissed at any time by the Ordinary General Meeting, following a proposal by the President or the Board of Directors. This dismissal shall be pronounced ad nutum. The dismissal decision shall be taken by a simple majority vote in accordance with the provisions relating to the quorum and majority of Article 16.4 of the Articles of Association. In the event of a tie, the President shall have the deciding vote.

The members of the Board of Directors, who are members of the Committee of Delegates, may be dismissed at any time by the Ordinary General Meeting or by the Members of their delegation, following a proposal by the President, the Board of Directors or at least half of the members of their delegation. This dismissal shall be pronounced ad nutum. The dismissal of the delegates by the Members of their delegation shall not be valid unless half of the Members of the delegation are present or represented. The dismissal shall be decided by a simple majority vote. The dismissal decision of the Ordinary General Meeting shall be taken by a simple majority vote in accordance with the provisions relating to the quorum and majorities of Article 16.4 of these Articles of Association. In the event of a tie, the President shall have the deciding vote.

Replacement of a member of the Board of Directors on the Executive Committee: In the event of death, resignation, dismissal or vacancy recorded by the Board of Directors in respect of a member of the Board of Directors on the Executive Committee (except for the President), the Board of Directors may nominate a new member of the Board of Directors from among the members of the Board of Directors on a provisional basis, whose nomination must then be approved by the next Ordinary General Meeting. This co-option shall be adopted by a simple majority vote. New Delegate as member of the Board of Directors: In the event of death, resignation, dismissal or vacancy recorded by the Board of Directors in respect of a delegate, the deputy delegate shall be declared member of the Board of Directors pending the election of a new delegate; such election must be organised as soon as possible within the delegation and at any rate within twelve (12) months following the effective date of leaving of the delegate. 5) Missions of the Board of Directors The Board of Directors shall be vested with the widest powers for the management and administration of the Association within the framework of the Articles of Association and the Rules of Procedure and Charters of the Association, subject to the powers expressly conferred upon the President and/or the General Meeting of Members and/or any other decision-making body of the Association by these Articles of Association and/or the Rules of Procedure and Charters.

It shall, more particularly be vested with the following powers:


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It shall fix the strategic orientation and validate the strategy plan which are submitted to it by the President;

It shall decide about the admission, non-admission, and exclusion of the Members and the application of disciplinary sanctions to the Members subject to the terms and conditions and procedures in accordance with the Rules of Procedure. In case of urgency, the Board of Directors may delegate these powers to the President, in the interest of the Association and its Members;

It shall be empowered to amend the Rules of Procedure and Charters of the Association or adopt new Rules of Procedure and/or Charters of the Association subject to the terms and conditions of the quorum and majority in accordance with Article 11.3 of these Articles of Association;

It shall be empowered to acquire or rent for the account of the Association all commercial assets, movables or real estate which are likely to support the development and the continued existence of the Association, the Subsidiaries and the RELAIS & CHÂTEAUX brand;

It shall adopt a draft consolidated budget and the consolidated financial statements which shall be submitted to the Ordinary General Meeting. At the proposal of the President, it shall decide on the remuneration of the senior management of the Association.

The Board of Directors shall report to the Annual General Meeting about its activities and operations carried out.

The Board of Directors shall have sole power to delegate the authority to sign to any person other than the President and the Treasurer, who are empowered to sign in accordance with these Articles of Association.

The Board of Directors may submit the nomination of a Honorary President, who shall not be entitled to vote, for approval to the Ordinary General Meeting, subject to the terms and conditions of the quorum and the majority in accordance with Article 16.4 of these Articles of Association. This title may be withdrawn from the Honorary President by a resolution of the Ordinary General Meeting subject to the same terms and conditions of the quorum and the majority.

ARTICLE 12 – THE PRESIDENT OF THE BOARD OF DIRECTORS

1) The President shall be elected as the person at the head of the list of the Executive Committee which has won the elections within the framework of the Ordinary General Meeting of the Members present or represented, subject to the terms and conditions of Article 16 of these Articles of Association and in accordance with the article “Elections” in the Rules of Procedure.

Only the legal representative of the Member who meets the terms and conditions laid down in Article 6 of these Articles of Association may be elected as President. The term of the President shall expire at the same time and subject to the same terms and conditions as his term as a member of the Board of


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Directors.

In case of a temporary vacancy of the President for any reason whatsoever, established by the Board of Directors, he shall be replaced by the First Vice-President and in the event of non-availability or refusal of the latter, by the Secretary General.

In case of definitive vacancy of the President for any reason whatsoever, recorded by the Board of Directors, he shall be replaced by the First Vice-President and in the event of non-availability or refusal of the latter, by the Secretary General until the end of the term of the President. In the event of non-availability or refusal of the Secretary General, the members of the Executive Committee shall designate from among their ranks an interim president until the next Ordinary General Meeting which will elect a new Board of Directors in accordance with the terms and conditions laid down in Article 11 of these Articles of Association.

2) The main missions of the President shall be:

Define the policy and the major development axes of the Association;

Represent the Association in its acts under civil law vis-à-vis third parties. He shall be vested with all powers to that effect. He shall, in particular, be empowered to institute legal proceedings on behalf of the Association, either as plaintiff or defendant, to lodge all appeals and consent to all settlements;

Chair and run all meetings of the Board of Directors, the Executive Committee, the Committee of Delegates, the Task Forces in accordance with Article 13 of these Articles of Association, the General Meetings and the Annual Congresses;

Ensure the control of the membership network and elaborate a membership development plan;

Participate as a de jure member or be represented by a person of his choice in the meetings of the national and/or regional delegations.

3) Within the limits of his attributions, the President may confer any delegation of powers and/or the authority to sign.

4) In cases of urgency or in the event of failure of certain Members to fulfil their obligations, he may suspend their inclusion in the international Guide.

5) He shall have, in the same way as the Treasurer, the authority to sign for all the financial and bank accounts opened on behalf of the Association. 6) Following notification of the Board of Directors or at the request of at least half of the members of the Board of Directors, the President shall convene the General Meetings, the meetings of the Board of Directors and the meetings of the Committees.

7) The President may act as Chairman of the Subsidiaries.


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8) The President shall receive a remuneration the amount and the modalities of which shall be fixed by the Board of Directors.

ARTICLE 13 – COMMITTEES AND TASK FORCES

1) The Committees

- The Executive Committee The Executive Committee shall be composed of 5 to 9 members and include at least a President, a First Vice-President, a Secretary General and a Treasurer. The First Vice-President may represent the President during events in which the President cannot participate. The Secretary General shall sign the minutes of the General Meetings. He shall keep a special register, in accordance with Article 5 of the French law of 1 July 1901 and Articles 6 and 31 of the French Decree of 16 August 1901. He shall be responsible for all the formalities required by virtue of said articles.

The Treasurer shall report to the Board of Directors about the financial management of the Association. Subject to the prior consent of the President, he may make all payments and receive all the funds due to the Association.

Moreover, it may be proposed to the Subsidiaries that the Treasurer of the Association will have the authority to sign in respect of the bank accounts of the Subsidiaries.

By delegation of the Board of Directors, the Executive Committee shall, more particularly, have the mission of ensuring and controlling the management of the Association. Moreover, it shall define the strategy and the development projects proposed by the President to be submitted to the Board of Directors for approval.

- The Committee of Delegates By delegation of the Board of Directors, the Committee of Delegates shall have as its missions to implement the membership development plan proposed by the President and approved by the Board of Directors and to ensure the controlling of the quality of the membership network, the prospection and submission of admissions to the Board of Directors, the controlling of the brand utilisation and development as well activities to be implemented on the level of the regional and national delegations.

The missions of these two Committees may be supplemented in the Rules of Procedure.

The Committees shall meet by invitation of the President.

- The Advisory Committees The Association has two Advisory Committees: an Audit Committee and an Elections, Nominations


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and Remunerations Committee. The main missions of these Committees shall be to assist the Board of Directors and the Executive Committee in their decision-making role and to strengthen the controls of the Association in view of good governance. The composition, the role and the functioning of these Committees are described by the Rules of Procedure and the Charters of the Association.

2) The Task Forces By decision of the President, task forces (hereinafter referred to as “Task Forces”) may be set up. The main missions of these Task Forces shall be to examine, prepare and follow up dossiers, more particularly, in the fields of legal affairs, membership network and quality, finance, marketing, communication, brand protection and fine dining.

These Task Forces shall have no power of decision, but may receive a mandate from the President in respect of specific missions. They shall report to the President or to the Board of Directors and may submit suggestions or recommendations.

The Membership Network and Quality Task Force shall be chaired by the President and shall have the specific remit to receive, by delegation of the Board of Directors, candidates and Members within the framework of admission, exclusion or disciplinary procedures and to submit corresponding reports to the Board of Directors.

The composition, roles and functioning of these Task Forces are specified in the Rules of Procedure. The President may invite any third party to participate in the meetings of the Committees and/or Task Forces.

ARTICLE 14 – THE DIRECTOR GENERAL AND THE DELEGATE GENERAL

1) A Director General and/or a Delegate General may be appointed (and dismissed) by the Board of Directors, following a proposal by the President. In a case of urgency or under exceptional circumstances, the President may decide alone about their dismissal, subject to information of the Board of Directors, even a posteriori.

They shall have the status of salaried employees of the Association.

2) The President may propose their nomination as director general and/or corporate officer of any Subsidiary. 3) Their tasks and responsibilities shall be defined by the President acting on behalf of the Board of Directors.


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ARTICLE 15 - GENERAL MEETINGS

1) The General Meeting shall consist of all the Members of the Association who have paid their membership fees. During the votes of the General Meeting each Member shall have one vote, even if he has the two statuses of Hotelier-Restaurateur Relais & Châteaux and Chef-Restaurateur Relais & Châteaux for the same Property. 2) At General Meetings, absent members may be represented by granting another Member a power of attorney. Any Member present may not represent more than four other members.

3) The General Meetings shall be convened either by the President after notification of the Board of Directors, or at the written request of at least half of the members of the Board of Directors, or at the written request of at least one third of the members who have paid their membership fees, such request having to be submitted to the head office of the Association.

4) For all General Meetings, the invitations must be sent at least fifteen (15) days in advance, stating the agenda.

5) All General Meetings and the meetings of the Board of Directors may be convened, held and include voting by conference call or by using new information and communication technologies through the Internet.

ARTICLE 16 - ORDINARY GENERAL MEETINGS 1) The members shall meet once a year for an Ordinary General Meeting to adopt resolutions in respect of the financial statements of the last financial year, the management report of the Board of Directors and the auditor's reports. This General Meeting shall vote on the annual budget on the basis of a proposal to be drawn up by the Board of Directors.

2) The Ordinary General Meeting shall deliberate on all the items on the agenda.

3) The Ordinary General Meeting shall appoint one or two auditors and one or two substitute auditors at the proposal and initiative of the Board of Directors.

4) All the decisions of the Ordinary General Meeting shall be adopted by a simple majority of the members present or represented; the Ordinary General Meeting shall constitute a quorum if at least 50% of the registered Members are present or represented. If no quorum exists, a second meeting shall be called within thirty (30) days of the first meeting, without a quorum being required.

5) The Ordinary General Meeting may deliberate on all matters concerning the activities referred to in the object of the Association, with the exception of the matters expressly reserved for the Extraordinary General Meeting, as specified hereinafter.

ARTICLE 17 - EXTRAORDINARY GENERAL MEETINGS

1) The Extraordinary General Meeting shall be the sole body empowered to amend the Articles of


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Association subject to a proposal by the Board of Directors. It must consist of at least 50 % of the Members present or represented. Its decisions shall be adopted by a majority of two thirds of the Members present or represented. If no quorum exists, a second meeting shall be called within thirty (30) days of the first meeting, without a quorum being required.

2) The dissolution, merger, change in nationality or relocation of the registered office of the Association to another city may only be undertaken by a unanimous decision of the Members present or represented.

ARTICLE 18 - MINUTES

The minutes shall record the deliberations of the General Meetings as well as the number of Members present or represented at the General Meeting, based on the attendance list.

The deliberations of the General Meetings shall be minuted by the secretary of the meeting in a special register and shall be initialled and signed by the president of the meeting, the secretary of the meeting and the two scrutineers.

The deliberations of the Board of Directors shall be minuted by the Secretary General in another special register and shall be signed and initialled by him and by the President.

The President or the Secretary General may issue copies of this document which must be dated and certified as true and in conformity with the originals.

ARTICLE 19 - DISSOLUTION

In the event of dissolution of the Association pronounced in accordance with Article 17 of these Articles of Association by the Extraordinary General Meeting, one or more liquidators shall be appointed by it. Any assets existing at that time shall be allocated in accordance with Article 9 of the French Law of 1 July 1901 and the French Decree of 16 August 1901.

ARTICLE 20 – APPLICABLE LAW AND JURISDICTION

In respect of the validity, the interpretation and the enforcement of the Articles of Association and the Rules of Procedure and Charters and any dispute in respect of the Association and its relationships with its Members, its Subsidiaries and third parties, only the French version shall be authoritative and only that version may be enforced. The courts of Paris shall have sole jurisdiction in case of litigation. The applicable law shall be French law, to the exclusion of any other law.

ARTICLE 21 - INFORMATION AND PUBLICATION OF THE ARTICLES OF ASSOCIATION AND RULES OF PROCEDURE

Every Member declares that he has taken note of these Articles of Association and the Rules of Procedure and Charters of the Association, and acknowledges that all of their terms and provisions are applicable and enforceable and declares that he subjects himself to them without any reservation.

ARTICLE 22 - INTERPRETATION AND VALIDITY


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These Articles of Association and Rules of Procedure and Charters of the Association shall constitute an indivisible whole. Should one of their clauses be or become void and unenforceable as a whole or in part by virtue of French jurisdiction, this shall not challenge the continued existence and operation of the Association or the other clauses of these Articles of Association or Rules of Procedure or Charters of the Association.

Translation

Original: French

Standard Rules of Procedure adopted by the Board of Directors on 6&7 February 2012

FINANCIAL RULES OF PROCEDURE OF RELAIS & CHÂTEAUX

PREAMBLE

Each member property of the Relais & Châteaux Association (hereinafter jointly referred to as the “Members” and individually as a “Member”) must contribute financially to the functioning of the Relais & Chateaux Association (hereinafter referred to as the “Association”), and of the delegation to which it is automatically linked, in accordance with the terms and conditions of Article 6 of the Articles of Association and Article 9 of the Rules of Procedure of the Association. The object of these Financial Rules of Procedure (hereinafter referred to as “Financial Rules of Procedure”) is to set out the detailed financial obligations of the Members of the Association. Together with the Rules of Procedure, the Communications Charter, the Quality Charter and the Charter of the Members of the Board of Directors, the Financial Rules of Procedure supplement the Articles of Association of the Association. They constitute an indivisible whole and are applicable and enforceable vis-à-vis all Members. The Financial Rules of Procedure successively cover the following aspects:

- the annual membership fees paid by each Member; - the admission fee; - the guarantee fund; - the participation in the costs of holding the Annual General Meeting of the Association; - the costs of examination and audits of Members; - the participation in the promotion activities of the Association: complimentary quota; - the participation of each Member in the activities of his delegation.

TITLE I

ANNUAL MEMBERSHIP FEES

Article 1 The payment of the annual membership fees by the Members provides the Association with the financial resources to implement its objectives as stipulated in Article 2 of the Articles of Association of the Association. Consequently, each Member has to pay annual membership fees to the Association, calculated by multiplying the number of points attributed to each type of Member property by the value of a point.

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1.1. Number of points attributed to each type of Member property 1.1.1. Hotel Member

Each property which is a hotel Member of Relais & Châteaux shall be attributed a minimum of 108 points. By way of supplement, the Members shall be attributed four (4) additional points per room and six (6) additional points per suite or apartment; this calculation shall be based on the declarations made each year in the annual information questionnaire for the publication of the Association’s Guide as returned by the Members. Finally, each hotel Member which is, at the same time, chef-restaurateur “Grand Chef” Relais & Chateaux shall be attributed another 15 points. 1.1.2. Chef-Restaurateur Members (non hoteliers) A property which has the status of a chef-restaurateur “Grand Chef” Relais & Châteaux (non hotelier) shall be attributed 123 points. However, the submission of a declaration of annual sales revenues certifying that these revenues are below EUR two million (EUR 2,000,000) shall result in the number of points being reduced from 123 to 90 points. The total points attributed by this calculation method are then multiplied by the value of the point. 1.2. Value of the point The value of the point shall be expressed in euros and shall be fixed every year by the Board of Directors of the Association (hereinafter referred to as “Board of Directors”) as follows: 1.2.1. Provisional value of the point

The provisional value of the point shall be fixed at the beginning of each fiscal year in order to establish the advance payments in respect of the membership fees. For fiscal 2010 the provisional value of the point shall amount to EUR 72.79. The advance payment in respect of the annual membership fees to be paid by each Member shall correspond to his number of points multiplied by the provisional value of the point. This provisional membership fees shall be due 100% by direct debit on the first day of each fiscal year, ie 1 July of each year. If direct debiting is not authorised by the national legislation, the Member shall pay the amount due by bank transfer exclusively in euros by 1 July of each year. 1.2.2. Final value of the point

At the end of the fiscal year, the Board of Directors shall determine the total amount of membership fees necessary for the proper balancing of the income statement for the fiscal year just closed in order to ensure that the membership fees collected for a fiscal year cover the corresponding expenses of the Association for that fiscal year. This total amount, divided by the total number of points of all Members at the end of this fiscal year, shall determine the final value of the point. If this final value of the point is higher than its provisional value, as fixed at the beginning of the fiscal year, additional membership fees shall be called for the fiscal year just ended. For each Member, said

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amount shall correspond to the number of points of the Member, multiplied by the difference between the final value and the provisional value of the point. The possible call for additional annual membership fees shall then be forwarded to the Members either by separate mail or together with the next call for advance payments in respect of membership fees. On the basis of the new calculation, the membership fees of a Member cannot be reduced since the advance payment in respect of the membership fees received at the beginning of the fiscal year shall in all cases be due and fully and finally acquired by the Association even if a Member leaves the Association for any reason whatsoever. It is hereby pointed out that in the event of admission of a new property to the Association during the fiscal year, the amount of his first annual membership fees shall be calculated on a prorated basis referred to his date of admission to the Association.

ARTICLE 2 In addition to the annual membership fees, the Board of Directors shall be entitled to call on the Members to participate in expenses concerning non recurring activities of the Association and / or its subsidiaries.

TITLE 2

THE ADMISSION FEE

ARTICLE 3

An admission fee shall be due by each property wishing to become a Member of the Association. This admission fee shall be deemed to be, more particularly, consideration for the benefits obtained by a new member from the awareness of the Relais & Châteaux brand. This admission fee, fixed every year by the Board of Directors, shall be calculated on the basis of the number of points attributed to candidate properties during the application procedure, multiplied by the provisional value of the point which shall be determined by application of the provisions of Article 1 above. From 1 January 2010 the number of points attributed to candidate properties shall be as follows:

- 140 points for a Relais & Châteaux candidate property (the fact that the candidate property also benefits from the chef-restaurateur “Grand Chef” Relais & Châteaux status has no impact on the number of points attributed in this way),

- 70 points for a chef-restaurateur “Grand Chef” Relais & Châteaux (non hotelier) candidate property whose sales revenues during the previous fiscal year amounted to EUR two million (EUR 2,000,000) or more,

- 35 points for a chef-restaurateur “Grand Chef” Relais & Châteaux (non hotelier) candidate property whose sales revenues during the last fiscal year were less than EUR two million (EUR 2,000,000).

Each candidate property must pay the admission fee (plus the corresponding tax, if applicable) on its admission; this shall also apply in the event of renewal of the admission procedure following a change in ownership or a sale of a majority of the share capital of a Member and / or, more generally, in the cases in accordance with Article 12.3 of the Rules of Procedure of the Association.

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The admission fee may be paid in two (2) instalments within twelve (12) months of the admission of the candidate property; half of the fee must be paid on admission. It is hereby expressly stated that the entire admission fee shall be definitively acquired by the Association.

TITLE 3

THE GUARANTEE FUND

ARTICLE 4

The object of the Guarantee Fund shall be to cope with unforeseeable risks of the Association. Its use shall be decided by the Board of Directors. Each Member of the Association shall participate in the setting up of the Guarantee Fund by means of a contribution which corresponds to 25.14 points. The value of the point may be updated by decision of the Board of Directors. If the Guarantee Fund is used, the Board of Directors shall determine the amount of the contribution necessary for its restoration, which shall be paid by each Member together with the annual membership fees.

ARTICLE 5

Each new Member must participate in the setting up of the Guarantee Fund from his admission as a Member of the Association. The Guarantee Fund of the Members shall not produce any interest. The corresponding accounts shall be kept separately by the Association, under the responsibility of the Board of Directors, and shall be entered in a third party account.

ARTICLE 6

If a Member leaves the Association for any reason whatsoever (resignation, exclusion, etc), the Association shall refund the balance of his Guarantee Fund account no later than sixty (60) days of the closing of the third fiscal year of the Association after the date on which the Member leaves the Association. This refund shall be made following deduction of any amounts outstanding on that date by the Member vis a vis the Association and / or its subsidiaries and / or the delegation to which he is linked.

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TITLE 4

PARTICIPATION IN THE COSTS OF HOLDING THE ANNUAL GENERAL MEETING OF THE ASSOCIATION

ARTICLE 7

All Members shall be obliged to participate in or be represented at the Annual General Meeting of the Association. In this respect each Member shall pay, together with the annual membership fees, an amount corresponding to the participation in the costs of holding this Annual General Meeting. This amount shall be definitively acquired by the Association and the Member may not demand any reimbursement if he does not attend the Congress for any reason whatsoever. The amount of the participation in the aforementioned costs, which shall be fixed every year by the Board of Directors, shall be based on a reference value of 14 points from 1 July 2010, multiplied by the value of the point (which shall be determined by application of the provisions of Article 1 above). All expenses (accommodation, restaurant, travel, etc) incurred by the Members on the occasion of the Annual General Meeting shall be borne by them. If necessary, they must hence reimburse to the Association, on the latter’s first demand and on presentation of the corresponding evidence, any advance made by the Association to them in that respect.

TITLE 5

EXAMINATION AND INSPECTION COSTS

ARTICLE 8

Each candidate who applies for admission to the Association shall have to pay the costs incurred in connection with the examination of his application. These costs amount to 25 points (the value of the point corresponds to the provisional value determined by application of the provisions of Article 1.2.1 above). Any Member asking for a change in status shall be inspected and shall be charged, in this respect, an additional 25 points (the value of the point corresponds to the provisional value determined by application of the provisions of Article 1.2.1 above).

ARTICLE 9

Quality control audits are envisaged within the framework of the regular quality control programme for the Members in such a way that the Association is able to inspect all the Members during an indicative period of three (3) years. The audit expenses due in this respect to the Association for each three-year period shall be deemed to be included in the global annual membership fees in accordance with Article 1 above. However, within the framework of regular quality control each audited property shall be charged the actual expenses incurred by the inspector during his audit. Audits may also be commissioned by the Board of Directors following complaints by guests or third parties. The results of such audits may lead to the Board of Directors deciding to take disciplinary

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measures in respect of the Member. Within this framework the Member concerned shall be charged the actual expenses incurred by the inspector during the audit.

TITLE 6

FINANCIAL PARTICIPATION IN THE ANNUAL ADVERTISING CAMPAIGN OF THE ASSOCIATION

ARTICLE 10

In accordance with the provisions of Article 11 of the Rules of Procedure of the Association, every member shall make a financial contribution to the annual advertising campaign of the Association. The amount of the contribution shall be fixed every year by the Board of Directors. For the current fiscal year, this contribution is fixed at: - EUR 50 per room for the hotel members; - EUR 350 per property for the non-hotel members (restaurants without rooms). This financial contribution shall be paid by the members of the Association together with their annual membership fees.

TITLE 7

PARTICIPATION IN THE ACTIVITIES OF THE DELEGATION

ARTICLE 11

In accordance with the Rules of Procedure of the Association, each Member is linked to a delegation and benefits from the collective activities implemented by the latter. Consequently, each Member must pay for the benefit of his delegation an annual amount corresponding to his participation in the activities of the delegation of 10% of the value of the annual membership fees due by the Member to the Association. The action plan of a delegation can provide for an exceptional activity requiring supplementary financing which shall be added to the annual participation. The payment procedure for this participation in the activities of the delegation shall be the same as for the annual membership fees due to the Association (provisional payment at the beginning of the fiscal year and possibly a supplementary payment at the end of the fiscal year); the participation due to delegations shall be paid by the Members to the Association together with the payment of their annual membership fees, and the Association shall be responsible for the transfer of the amount of these membership fees to its offices in charge of the implementation of the action plans of these delegations.

TITLE 8

MISCELLANEOUS

ARTICLE 12

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All items charged to the Members, in accordance with the terms and conditions of these Rules of Procedure, shall be definitively acquired by the Association and shall be deemed to be expenses for the Members, except for the Guarantee Fund. VAT shall be added to these membership fees if VAT must be imposed in accordance with the applicable tax law.

ARTICLE 13

The Board of Directors may automatically and legitimately offset the credit balance of the individual “Guarantee Fund” account of a Member against any amount that the latter may owe the Association and / or one of its subsidiaries and which remains unpaid fifteen (15) days after the sending of a reminder to pay the corresponding amounts. Any amount that a Member fails to pay to the Association, one or more of its subsidiaries and / or to the delegation to which he is linked despite an unsuccessful reminder of having to pay these amounts within fifteen (15) days, shall automatically and legitimately generate interest payments at the legal interest rate plus three (3) points.

ARTICLE 14

In accordance with the Articles of Association, the Board of Directors shall be free to amend the Financial Rules of Procedure in order to ensure the smooth running of the Association.

ARTICLE 15

The Financial Rules of Procedure shall be:

- accessible to all the Members on the intranet, - enforceable vis a vis all candidates for admission to the Association.

Only the French text of these Financial Rules of Procedure shall be enforceable vis a vis Members as soon as it is posted online on the intranet of the Association. The Financial Rules of Procedure shall be governed solely by French and Community law. The Paris courts shall be the sole competent courts in the event of objections in respect of the interpretation, the execution and the validity and / or the termination of the Financial Rules of Procedure.

Translated by Paul A. Arend / Aileen P.M. Sharpe 1

RULES OF PROCEDURE

CONCERNING THE INTELLECTUAL

PROPERTY RIGHTS

OF RELAIS & CHATEAUX Adopted by the Board of Directors on 3, 4 and 5 February 2003

PREAMBLE

These Rules of Procedure shall supplement the Articles of Association and the other

rules of procedure of the Association. Together they shall constitute an indivisible

whole, which shall be applicable and enforceable vis-à-vis all members of the

Association.

TITLE I OBJECT

Article 1

The logos, acronyms, trademarks, designs, models and corporate name are the subject-

matter of regular international registrations for the benefit of the Relais & Châteaux

Association.

The use of these logos, acronyms and trademarks is governed by these Rules of

Procedure, which include a legal and administrative part in accordance with the

provisions hereinbelow and a technical part stipulating the technical conditions of use.

The aforementioned technical part, referred to as “Graphics Charter”, is annexed to

the documents attached hereto, which constitute an integral part of the Rules of

Procedure concerning the Intellectual Property Rights of Relais & Châteaux.

The conditions of use shall apply not only to the members themselves (in particular in

accordance with the provisions in Article 2 of the Rules of Procedure of Relais &

Châteaux) but also to delegations, their suppliers and partners.

In addition, the technical conditions governing the use of the trademark shall also

apply to the suppliers of the Association which benefit from a listing contract, a

licensing contract or a partner contract.

http://www.relaischateaux.org/servlet/extranet.servlet.RechercheServlet?rubId=327


Article 2

Membership of the Association obliges each member to demonstrate his Relais &

Châteaux affiliation by means of the following:

the bronze plaque and the flag supplied by and belonging to the Association

the commercial documents of the property

the home page of the Internet site of the property

the e-mail address of the property

Every property which becomes a member of Relais & Châteaux or Relais & Châteaux-

Relais Gourmands must comply with the provisions of these Rules of Procedure within

six months of admission. After this period, no mention of a chain or association to

which the property may have belonged prior to admission, may be visible.

Article 3

CONDITIONS OF USE OF

THE INTELLECTUAL PROPERTY RIGHTS

The use by the members of the Association of the trademarks, designs, models and

logos, which are the property of Relais & Châteaux, shall be authorised within the

scope of their normal business operations as a restaurant and/or hotel.

However, the marketing and sales of any product using trademarks, models, acronyms

and logos, which are the exclusive property of the Association, shall be governed by

the following provisions:

The products supplied by the Association or its subsidiaries or the listed

suppliers may be marketed and sold by the members.

The products with the R&C logo not supplied by the Association or its

subsidiaries or the listed suppliers shall be subject to prior approval by the

Association.

Any other use shall be prohibited.

In the event of a violation of these provisions and the intellectual property rights of the

Association, damage claims may be asserted in court proceedings against the

members, third parties, acting alone or supporting certain members in the elaboration

of the projects, notwithstanding any additional, internal disciplinary measures which

may be taken by the Board of Directors against one or more members.


Article 4

REMOVAL

In the event of exclusion or resignation, any materials and media bearing the

trademarks, logos, designs or models, which are the property of the Association, must

be removed within six months of the exclusion or resignation.

The plaques and flags must be returned to the Head Office of the Association within

six months of exclusion or resignation.

In the same way, any reference to the Association must be removed from signposts,

signs and any advertising media within the same period.

Any costs incurred in connection with these changes shall be borne by the former

member.

Translated by Paul A. Arend/Aileen P.M. Sharpe 1

THE QUALITY CHARTER RELAIS & CHÂTEAUX

The Quality Charter consists of the following chapters:

Preamble Introduction Chapter I Quality control methodology and tools Chapter II The content of Quality Standards for a Hotelier‐Restaurateur member Chapter III Additional Quality Standards for a Chef‐Restaurateur member

PREAMBLE As defined in Articles of Association, there are two categories of members within the Association:

• Hotelier‐Restaurateur R elais & Châteaux • Chef‐Restaurateur Relais & Châteaux

A member may have one of the two or both membership statuses. The two membership statuses can be cumulated and the award of these statuses is decided by the Board of Directors on the basis of the specific criteria for each of them. The award criteria are based firstly on compliance with this Quality Charter and the 5Cs as well as upholding the values and the spirit of our Association. We would remind you that each property must undertake to do everything in its power to improve its performance in the field of environmental protection. INTRODUCTION Our members, Hoteliers‐Restaurateurs or Chefs‐Restaurateurs, subscribe to this same Quality Charter because they share the same values of Excellence, Soul and Spirit. The quality requirements defined by the 5Cs, Courtesy, Charm, Character, Calm and Cuisine, cannot be dissociated from the unique personality who embodies the soul of the property and a constant desire by the owner to evolve and innovate and who, through his spirit and vocation, breathes life into a project, a unique vision.


Our ideals

Our history is founded on friendship and pride in our membership of Relais & Châteaux. It is a real feeling of fellowship that strengthens and reunites our members. Our diversity and the personality of each one of us is what sets us apart and we are united by what makes us different. It is this uniqueness which is the strength of Relais & Châteaux and which transports its story around the world. This magic is not possible without a soul, without the involvement of a Master or Mistress of the House who, through his/her Generosity and his/her Personal Commitment, passes on his/her passion and spontaneously orchestrates each detail, each moment to ensure Everything is One. This is an authentic and significant experience in harmony with the Sense of Place and creative inspiration constantly reinvented by our members, in the colours of their terroir and environment. What could be more wonderful than anchoring our “Special Sites” in the hearts of our guests. This is a perfect Moment of Harmony in time and space, a journey towards the awakening of the senses and beauty, a true sharing of know‐how and lifestyle. From a unique hotel service to a culinary experience worthy of the greatest cuisine, every door that opens onto the world of Relais & Châteaux must encourage our guests to continue down the Route du Bonheur; the happiness of existing simply in each of our properties, the happiness in a Feeling of Being and sharing. That’s why our history is unique and meets the demands of our guests. It is the link between exceptional people, exceptional places and it brings together:

1. A unique property of great standing with excellent services. Defined by the “5Cs”: Courtesy, Charm, Character, Calm, Cuisine.

2. A unique personality, a soul which embodies our “5 Ideals”: Fellowship, Personal Commitment, Sense of Place, Moments of Harmony, Feeling of Being.

3. A unique vision, upheld by the motivation of the owner(s), His/their constant desire to evolve towards a unique experience for guests.

It is important for everyone to pursue this “quest” seeking to combine the unique qualities of the property with these ideals. This is a value that we all share. The raison d’être of Relais & Châteaux is to encourage and support each member in his mission of evaluating and taking the necessary steps if an owner or property ran the risk of losing sight of this personal “quest”.


I – QUALITY CONTROL METHODOLOGY AND TOOLS

The members embody “the Soul and Spirit” of Relais & Châteaux vis a vis the guests of the Association which is itself the guarantor of this spirit. It endeavours to help them in a constructive manner by means of various communication tools. These assessment mechanisms enable us to highlight the specificities of each member and to evaluate how his overall services comply with the 5Cs. The Association has various options at its disposal:

Anonymous visits by an Association inspector followed by inspection reports Guest comment forms available in each property and in electronic form on the

Relais & Châteaux website. The Association also invites guests who have booked on the Internet or through the central reservation service to complete a guest comment form online.

Spontaneous letters and emails from guests These options are in line with the provisions of the Rules of Procedure of the Relais & Châteaux Association. The guest comment forms reflect how guests see our properties and are an essential part of quality control. To this end, a qualitative and comparative analysis is sent to members every three months. The visits are envisaged as part of the regular quality control programme for members with the submission of a report to each member at least every three years. This document reiterates the obligations of Relais & Châteaux members in the various areas covered by the Quality Charter. The proper use of membership signs, mentioned in the Association’s Rules of Procedure, is also verified during the visits as is the listing of and relations with our partners. Additional visits may also be imposed by the Board of Directors following complaints from guests or third parties. The control tools can then be used and serve as the basis for reflection by the Board of Directors of the Relais & Châteaux Association both for the admission of candidates and the possible exclusion of current members.


II. THE CONTENT OF THE QUALITY STANDARDS HOTELIER‐RESTAURATEUR MEMBER OF RELAIS & CHATEAUX

These standards, organised around several topics linked to services provided by the members, are set out in the Association’s various Rules of Procedure and in our various communication tools containing the essential quality benchmarks for a Relais & Châteaux in line with the demands of our guests and the Association’s fundamental values.

1. THE RESERVATION

When making a reservation, be it by phone, letter or e‐mail, the guest is given the best possible welcome. The guest is treated courteously and is also thanked. As soon as the reservation is made, the guest must feel he is being given “special treatment” in the form of a personal welcome where his needs will be anticipated thereby facilitating the organisation of his stay. The arrangements

Membership of Relais & Châteaux is mentioned along with the property name when answering the phone. The reservation is taken without making the guest wait and is systematically confirmed within three days. During annual closures an answering machine or a recorded message in at least two languages, one being English, will be made available to guests. Any ongoing work on the property or any external disruptions must be mentioned to the guest when he makes his reservation. All the arrangements for the stay are mentioned both in terms of services and applicable rates. It is important to clearly stipulate the cancellation policy and reservation guarantees. They must also be communicated in writing to the guest to avoid any legal action. However, this must be done discreetly and not detract from the feeling of hospitability. Reservations made through the central reservation system must be treated like the others. Any problem arising from the member’s IT system which could jeopardise these reservations should be indicated as soon as possible. Recommendation


In the temporary absence of this communication tool, Relais & Châteaux suggests redirecting calls to the central reservation system. A reservation for the restaurant or other hotel activities (spa…) must be proposed to the guest and the guest must be informed about when these services are and are not available. Other useful information is given to facilitate access to the hotel or inform the guest about registration times on the day of his arrival.

2. A UNIQUE PLACE THE OUTSIDE ENVIRONMENT

The unique nature of the setting, architecture and atmosphere enhance the uniqueness of our member properties and are part of the quality expectations of the guest. A privileged moment of well‐being and pleasure is enhanced by an exceptional setting and an atmosphere of serenity, calm and harmonious interplay with the environment.

2.1 The way to the property

The way to the property is facilitated by legible, well‐maintained signposts. In fact, the quality of the services is judged before arriving by the signposting to the hotel or restaurant as well as at the entrance to the property. The guest must also be able to find his way easily around the property. 2.2 The setting and appearance

The emotional satisfaction of the guest is influenced by the property setting. As soon as he enters the property or the property grounds, the guest sees a well‐maintained exterior in harmony with the location and history of the property. Just like the grounds or pathways, the building is in good condition and brightly illuminated. The parking lot is also well lit. Access to it must be clearly indicated and it must be accessible for handicapped persons. Like the rest of the property it is well‐maintained and in good general condition. If parking facilities are not available, it is important to inform the guest when he makes his reservation and to offer him an alternative explaining access and conditions of use.


3. THE WELCOME As soon as he arrives, it is important to create a feeling of intimacy with the guest which will give him the feeling of receiving special treatment backed by a quality service. Welcoming guests is an art: the art of receiving them with warmth and friendliness and the art of savoir vivre in a climate of “appropriateness” and courtesy. Constant attention and the personal involvement of the owner and/or management are essential from the moment the guest arrives. Accompanying, helping, personalising this stay and thanking him reinforces his image of being a “privileged” guest and the feeling of well‐being which he seeks in our properties. 3.1 Attentive service from the moment he arrives

As soon as the guest arrives at the property, a staff member must be on hand to see to the guest s car and luggage and direct him to reception. Reception is permanently manned by a competent, friendly and smiling staff member who speaks at least two languages, one being English, and gives the guest a warm welcome. There must be a bouquet of fresh flowers on the reception desk or in the hotel lobby which is always maintained, well lit and in good general condition. The Relais & Châteaux Guide is available at reception and is presented free‐of‐charge to the guest. 3.2 The welcome procedure

Welcoming a guest means first of all standing up, sharing in his arrival in the hotel, informing him and understanding his expectations. On his departure it means thanking him for having stayed in the hotel and expressing the hope that he will return. It is important to reiterate the reservation terms and to attend to the customary welcome formalities in a discerning, intuitive and discreet manner. Once check‐in is completed, his luggage is seen to and the guest is accompanied to his room by a member of staff. The property is presented as is the room and explanations discreetly given about how the equipment works. Reception must be accessible 24 hours a day and a member of staff must be contactable throughout the night.


Recommendation After a long trip the guest will appreciate being offered a drink (tea, coffee, water, freshly squeezed juice…) which he can either partake off in the public areas of the hotel whilst waiting for his room or in his room. 3.3 The Gift Certificates and Lys Offers

A guest in possession of a Gift Certificate or a Lys offer must be given the same courteous, attentive welcome. The services offered must also be worthy of the standards of the overall property; they are furthermore detailed in the Lys contract accepted and signed by the hotelier. It is important to ensure that the sum of services offered is equal or superior in value to the price of the Lys offer paid by the client. 3.4 The Club “5C”

The Club 5C is the loyalty programme for the best Relais & Châteaux guests who are entitled to expect privileged treatment and other advantages offered by your property for instance a very personalised welcome and a special, additional token of appreciation (local specialty, aperitif…). These services are also outlined in the Club 5C Charter accepted and signed by the hotelier. Members of the Association undertake to comply with this Charter.

4. THE GUEST ROOM AND BATHROOM The quality and the level of comfort of the fittings and facilities are key contributory factors to guests’ relaxation. The furnishings in the guest room and bathrooms are of a high standard and in ample supply. The guest room and bathroom must be in conformity with at least the standards of a 4‐star (European) or equivalent hotel.

4.1 THE GUEST ROOM 4.1.1 Charm and upkeep

The guest’s room must correspond to the description given on reservation. It may, however, be upgraded depending on availability. In complete harmony with the setting, the room is elegant, sophisticated, scrupulously clean and well maintained. The guest room must always be inspected before the guest’s arrival and in perfect condition.


4.1.2 Comfort and facilities

The guest room must be well insulated against noise. As calm is one of the Association’s flagship criteria, it must be respected. The guest also expects at least:

A guest room (including the entrance and bathroom) measuring at least 20 m² High quality, comfortable furniture A table, a chair and at least one armchair for work or leisure moments Cupboards and a sufficient number of clothes hangers High quality linen in perfect condition At least two pillows for each guest including 1 non‐allergenic pillow Sufficient lighting with, if possible, dimmers and a night light The possibility to completely darken the room Comfortable temperature between 19° and 24° C If air‐conditioning is provided, this must encompass

- an easily adjustable system - a well‐maintained system - a noise‐free system

A telephone that functions smoothly beside which should be listed useful and emergency telephone numbers. A television (if this service is offered) that encompasses:

‐ A high quality set ‐ Best and user‐friendly access to national and international channels ‐ A clean remote which works properly

If a mini bar is provided, it must be easy to access and well stocked If there is no mini bar, mineral water should be provided. Writing paper, a pen or pencil, envelopes.

Recommendations If possible, the guest should be able to use a high‐speed Internet connection from his room. The guest will appreciate having a safe at his disposal which is easy to use. A sewing kit, a shoe sponge, bags for dirty laundry will be appreciated. A shoe polishing service could be offered...

4.1.3 The information

To facilitate the guest s stay and enable him to feel quickly at home , it is important to display useful information about his stay like: A copy of the latest Relais & Châteaux Guide in good condition The Relais & Châteaux magazine L’Ame et L’Esprit if this is distributed in the region where

the property is located A guest comment form A welcome booklet on the hotel services in several languages A room service menu if this service is available


Explanations about how the equipment (TV set, CD player, Internet…) works Information on the region Magazines or books and any other information considered useful for the guest s stay

4.1.4 Attention to detail and a personalised welcome in the room

The guest will appreciate the special attentive gestures he enjoys throughout his stay. A bouquet of fresh flowers, a personal message of welcome from management, a bottle of mineral water or a little regional gift are additional gestures that will welcome a guest to his room.

4.2 THE BATHROOM 4.2.1 Charm and upkeep

Like the guest room, the bathroom must be elegant and manifest a certain obvious upkeep in terms of décor and style. It must also be scrupulously clean with high quality fittings and modern installations in good condition. 4.2.2 Comfort and facilities

On his arrival, the guest must find all the essential elements for his comfort. It is, therefore, necessary to provide him with: Facilities A bath tub with shower, with a shower curtain or other protective partition A sufficient number of towel racks and hooks Sufficient storage space A reasonably sized, well adjusted mirror If possible a magnifying mirror A good, powerful hairdryer with a socket to the left and right of the mirror if possible Adequate, suitable lighting and a razor socket Elegant toothbrush glasses (if possible made of glass) A toilet brush An efficient ventilation system A heated towel rail

Recommendations Separate bath tub and shower Double washbasin


Toilet separate from bathroom A heated towel rail

The welcome products Good quality linen One bathrobe per guest One pair of slippers per guest A sufficient number of small and large towels Facecloths

Paper hankies Cotton wool and Q‐tips A sufficient number of bath and shower products These products must be of a high standard, may have a regional character and reiterate the authenticity of a personalised welcome.

Recommendations In addition to the classical welcome products supplied in the bathroom like shampoo, shower gel, soap, moisturising cream…, a shaving kit for men and a manicure set for women could be given to guests at reception.

4.3 THE SERVICES FOR GUESTS

The welcome, always performed with simplicity, continues in a discreet and discerning manner during the evening service, particularly for the turning down of the guest’s bed. The turning down service must be carried out as far as possible in an “invisible” manner. The guest must not be disturbed and the housekeeping staff must check beforehand through reception, the restaurant or another way that the guest is not in his room.

The guest will appreciate: A turned down bed Emptied wastepaper bins Towels that have been changed with discernment, in the guest room and bathroom

Recommendations A chocolate or other product placed on the pillow would be an additional gesture Information about the next days’s weather would be an additional asset An informative note about the special hotel activities the next day… A copy of the Relais & Châteaux Guide placed on the bed…

Other essential services expected in our properties: A daily newspaper every morning at reception or at breakfast Proposal of laundry service and shoe polishing If children are accepted in the hotel:

‐ A babysitting service and other services for children

5. THE PUBLIC AREAS (indoor


Special attention must be paid to all the public areas, in harmony with the rest of the property, and the guest must be able to find his way very easily around the property. The public areas must include a lounge/bar area that can cater for at least 20% of the total hotel capacity. As in the guest room, the guest must continue to be paid special attention in a spontaneous manner. He enjoys sharing some moments in the salon, bar, library or quite simply in the hotel lobby. The comfort and décor of the property play an essential role in this feeling of well‐being. The overall impression must be elegant and the décor must be regularly freshened up (paintwork, carpets, curtains, fabrics…). A warm, well‐lit property decorated with flowers run by smiling, attentive staff is always more welcoming than a property lacking in soul or history. Like the other public areas, it is essential that the toilets be clean and well aired. They often reflect the image of the property and give the guest a general impression about the upkeep of the property. Trade shows and seminars

This service, whether it is a trade show , a seminar or banquet, is not the principal focus of the property’s activities. It is essential that the spirit of the property is upheld and that this activity is not in any way detrimental to the well‐being of individual guests or the standard of the services offered. When making a reservation, the guest must be informed that a banquet or seminar will be staged during his stay.

6. THE RESTAURANT

The cuisine in a Relais & Châteaux is of a very high standard. It enhances our image and our guests’ journey of awakening of their senses, in particular, taste and should not be restricted to a mere culinary performance. The welcome, the table art, the setting, creativity and authenticity are equally important. Impeccable taste and a feeling of well‐being in a sophisticated and harmonious setting elevate this experience to an exceptional moment. 6.1 The welcome and service The welcome


The guest must be welcomed on his arrival in the restaurant by a member of the property staff, preferably by the maître d hôtel, the chef or a member of management. This presence is essential for the soul and spirit of our properties. It highlights the respect for our commitments, our involvement and our know‐how. The service

The presence of a maître d’hôtel during the entire service who speaks at least two languages, one being English is mandatory, and that of a sommelier is strongly recommended. Service is provided with discernment and is always courteous, smiling, efficient, attentive and accommodating. It is carried out by professional staff who perfectly master all the relevant service techniques and are very familiar with the dishes and products offered. Being able to anticipate guests’ needs is very important. Staff wear clean, elegant uniforms. Any jewellery worn during service will be discrete. The guest is accompanied to and seated at his table as soon as possible, and any time spent waiting must be made as pleasant as possible. An aperitif is proposed and served promptly. The aperitif is, of course, accompanied by the restaurant’s own canapés or appetisers. The menu is presented as quickly as possible and the proposed dishes (menus, specialities of the day,…) are explained. For foreign guests, the menu must be explained in English or, failing this, a copy must be provided in English. The dishes are elegantly presented and served to the right person without asking. Between each course, the table is cleared, any unused cutlery, dirty napkins… and crumbs are removed. The serving of wine and water is also done in an attentive and timely manner in line with needs. If the proposed dishes involve the use of a guéridon, the cutting, slicing and flambéing techniques must be properly mastered. If coffee is served in the lounge or the bar, the guest is accompanied and petits fours served to round off the meal. When the guest asks for his bill, this is presented promptly to the person who requested it. On his departure, the guest is accompanied to the door and cloakroom/valet parking service is carried out promptly. If required, a taxi will be ordered for the guest. A member of management, the chef or Maître d’Hôtel is on hand to say goodbye to and thank the guest.

Recommendations


A menu with no prices is presented to the guest’s accompanying persons 6.2 The setting and comfort

Out of respect for guests, the dining room must be quiet. There must be no noise from the kitchen or service. This also applies to unpleasant odours in the restaurant. The tables are reasonably spaced to respect the guests’ wish for intimacy. The furniture must be of a high standard, comfortable and well maintained in an agreeable, friendly setting in harmony with the rest of the property. The crockery, glassware, cutlery and all the tableware (table cloths, floral decorations…) must also be of a high standard and in good condition. 6.3 The culinary experience

The guest expects tasteful, professional service in line with the image of the overall property which makes his stay even more authentic. The cuisine must be of good quality, focus on regional specialties and specificities and, of course, the chef’s culinary identity. Indeed, the understanding of the setting and the links between the “terroir” and all the services offered by the property and, in particular, this culinary experience, must give the guest the feeling of being in an authentic environment full of flavours and aromas. The products used must be fresh and of good quality. The menu must also reflect the diversity of the guests, the region and the possible presence of children. The wine list offers a large national and international selection of wines. A regional selection of wines will be appreciated. This wine list highlights the different selections recommended by the property and helps the guest to choose. Wine served by the glass will be particularly appreciated. The à la carte menu or set menus will be indicated discreetly to half‐board guests whilst tactfully mentioning that a different choice from the proposed one may lead to an extra charge. 6.4. The property’s second restaurant

The welcome, service, setting and comfort all comply with the above‐mentioned points but above all with the spirit of the property.


The cuisine will also be of a high standard and in line with the other services. 6.5 Breakfast Breakfast is an important moment during a guest’s stay and it should be available in the room or in the restaurant. The guest is informed when breakfast is served. Furthermore, because of organisational and personnel management constraints, the hours during which breakfast is served in the room may be restricted to the opening hours of the breakfast room. In the restaurant

The welcome and service The guest is always welcomed in the most courteous manner. He is accompanied to his table where the menu is presented to him and the services explained. The guest is always looked after in an attentive, discreet and professional manner until he leaves. The setting If the breakfast room is not the restaurant, the setting must be in harmony with the comfort and quality of the other rooms in the property The art of the table must never be neglected. The culinary service The property must offer a sufficient choice of fresh, high quality products and despite the focus on regional specialities, it must cater for its international guests. Exceptional service must also be provided in conjunction with breakfast presented entirely or partially in buffet form. The buffet must be regularly restocked and cleaned during the service. The last guest must benefit from the same range of products as the first. There is also a range of hot dishes. These dishes as well as hot beverages are served at the table and a variety of different teas are presented to the guest. In the room

Breakfast is always served with the same degree of courtesy, discretion, attention to detail and refinement as it is in the dining room. It is presented in an elegant manner in harmony with the style of the property.


The products offered must be of a sufficient number, fresh and of a high standard. Whether in the guest room or in the dining room, the fruit juices must be freshly squeezed. 6.6 The bar or dedicated area

In the bar a guest must be served at all times and the presence of a barman or a competent person is essential for the standard of services expected of a Relais & Châteaux. The atmosphere and décor are more intimate, the furniture is comfortable. The beverages proposed are varied and are not served without nibbles. Preference is given to salty petits fours or amuses bouches over mass‐produced aperitif biscuits. The chef s personal touch is appreciated as it is for afternoon tea which is served with biscuits, petits fours or other homemade products.

7. THE LEISURE AND SPA FACILITIES Staying at a Relais & Châteaux is a time of escape from daily life, a moment of relaxation and serenity. The leisure activities proposed in and around a hotel constitute real added value for the emotional and intellectual satisfaction of the guest.

7.1 The welcome and service

The guest is welcomed in the best conditions to the different activities offered. If the proposed activities are not on the property premises, it is important to inform the guest of this and to facilitate his access to them and explain the conditions for use (Excursions….). Some activities must be supervised by competent, certified staff, particularly for beauty treatments, the spa, balneotherapy and the swimming pool. For some activities, it would be desirable to obtain information on the guests’ state of health. Special facilities are provided: Towels Additional bathrobes in the room Good ventilation of the different rooms used Drinking water Harmonious spaces adjusted to number of pieces of equipment used Good lighting and preferably natural light

Recommendations Rest area

7.2 The setting and upkeep


The guest expects this service to enhance his well‐being and enable him to completely relax in a quiet and calming environment. The leisure facilities, the tennis court, swimming pool, billiard room, fitness rooms…all the infrastructure are in good general condition, clean, well maintained and meet guests’ expectations. The fitness and treatment facilities as well as the equipment must be in good working order. 7.3 The terms and conditions and information The terms and conditions for participation in the different Golf and Spa programmes

offered are presented in the Services Guide or on www.relaischateaux.org The swimming pool Please bear in mind that the swimming pool must comply with the accident prevention provisions of the current safety legislation. Fitness The fitness information will be given for a property as long as it has a minimum number of pieces of equipment. Spa – Balneotherapy / Beauty treatment The staff must have the necessary skills, qualifications and only assume these tasks. The hotel must have a minimum number of pieces of equipment to participate in the programmes dedicated to this activity and to mention the SPA information in all our marketing media. Golf The on site golf course must be well maintained. If the property carries the “Esprit Golf” label, it must have a renowned international golf course on site or less than half an hour away by car and offer the following: An interesting, well designed course High standard of welcome at the Club House and in the restaurant High standard of facilities: practice area, carts, pro shop, lessons, etc…

III – ADDITIONAL QUALITY STANDARDS FOR A CHEF‐RESTAURATEUR MEMBER

A Chef‐Restaurateur must, of course, comply with all the provisions governing reservations, outside environment and special welcome mentioned above.



Nevertheless, the restaurant services described above for a Relais & Châteaux Hotelier‐Restaurateur member must be supplemented for a Chef‐Restaurateur member. In fact, the guest’s experience which is truly excellent, must help our Chef‐Restaurateurs to be recognised as the best restaurants in the world. To take up the topics already addressed in Chapter II. Point 6, here are the additional quality standards that have to be complied with:

1. THE WELCOME AND SERVICE Standards described in section 6.1

1.1 The welcome

Additional facility A cloakroom service is offered. 1.2 The service

Additional facility The presence of a maître d’hôtel during the entire service who speaks at least two languages, one being English, and of a sommelier is indispensable.

2. THE SETTING AND COMFORT Standards described in section 6.2

Additional facility The idea of the place and the concept reflect a strong cultural dimension. The personality of the chef and his culinary direction are also in harmony with the décor, the architecture, the service and the environment. Perfect harmony between the pleasures of the palate and the eyes. Some requirements in terms of the art of the table: Fine table linen Fine glassware Crockery in harmony with the style and spirit of the property Fine stainless steel or silver cutlery in harmony with the style of the property An attractive table and harmonious setting

The art of the table must be of the highest standards in terms of the cultural traditions of a country irrespective of the region where it is located in the world.


3. THE CULINARY EXPERIENCE Standards described in section 6.3

Additional facility Whether the proponents of avant‐garde culinary trends or the guardians of tradition, our Chefs‐Restaurateurs express their talent and reveal their identity through their creativity, their expertise, their presence and their personal commitment. This fine dining experience encompasses: Perfect mastery of the techniques of taste Consistency in the quality of the produce chosen Recipes that are creative and innovative Consistently high standards in the quality of all dishes served Balanced, coherent dishes with flavours that pair well Well thought‐through quantities Dishes prepared with due care and attention, served hot Pleasing presentation in harmony with the style of the property Interesting, delicate appetisers High standard of coffee (tea, herbal tea) and petit fours A well balanced menu, an elegant, up‐to‐date expression of the trends and style of the

property. A wine list offering a wide national and international choice. A regional selection would be

appreciated. A sense of timing vis a vis guest expectations. This must all culminate in a gustatory pleasure of the very first order.

4. THE PROPERTY’S SECOND RESTAURANT Standards described in section 6.4

Additional facility In the case of a property which is classed as having a Chef‐Restaurateur, specific mention on all marketing media will inform the guest of the existence of a second restaurant and the importance of booking a table in advance in the main restaurant. This information will also be given when a reservation is made to avoid any confusion or disappointment during the guest’s stay.

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The reasons must be given for any deviation from the quality standards. This Quality Charter was drawn up by the Board of Directors of the RELAIS & CHÂTEAUX Association within the scope of the powers conferred upon it.


Each candidate and each member have formally recognised this Quality Charter and have undertaken to comply with them. This Quality Charter is tied to the other aforementioned contractual undertakings of the members whether they are envisaged in the Articles of Association or the Rules of Procedure of the Relais & Châteaux Association. This Quality Charter, based on objective benchmarks and technical criteria concerning hotel and/or restaurant management, are completely transparent and made available to candidates and members on www.relaischateaux.org. They are a security and quality guarantee for each member, guests, third parties and the Association itself. They safeguard its reputation. This Charter may be amended or supplemented in order to ensure compliance with new rules and regulations, new professional practices or to comply with the provisions of national, international or Community law. Only the French text of these standards can be enforced vis à vis all candidates and members of the RELAIS & CHATEAUX Association. The Paris Tribunal de Grande Instance shall have exclusive jurisdiction for the validity, implementation or interpretation of this Quality Charter.