FEDERATION DES AUTO-ENTREPRENEURS. (French Federation of. Micro-entrepreneurs) Association registered under the French law

Transcription

1 FEDERATION DES AUTO-ENTREPRENEURS (French Federation of Micro-entrepreneurs) Association registered under the French law of July 1st 1901 and the decree of August 16th rue de la Mare ORCEMONT FRANCE ARTICLES OF ASSOCIATION OF NOVEMBER 3RD

2 Article 1 Formation - Name ARTICLES OF ASSOCIATION The undersigned and the other persons having subscribed to these articles and who meet the conditions indicated hereunder have formed a Federation, which shall be governed by the law of July 1st 1901 and the decree of August 16th 1901, named: Article 2 Purpose - Term The purpose of this association is to: FEDERATION DES AUTO-ENTREPRENEURS 1. Gather and federate micro-entrepreneurs in France, and by extension the Regional Clubs of micro-entrepreneurs registered in one region or in a group of regions, as well as other independent associations promoting the development of microentrepreneurship, 2. Provide information, individual or group training, coaching, conferences, recommendations of products to the members via the Federation s website and Regional Club meetings, 3. Bring national recognition to local actions taken by the Regional Clubs of microentrepreneurs, by structuring the national network and using the media to communicate the missions fulfilled, 4. Bring technical support to the Regional Clubs by providing means of communication, management facilities, specific tools and reference works, 5. Represent and defend the interests of micro-entrepreneurs against public authorities, 6. Make different publics aware of entrepreneurship, especially young people, students, women, senior citizens, people from difficult areas, disabled people, by helping those who are members of the Federation to prepare their project. The term of the Federation is unlimited and shall come into effect as of the day on which it is registered by the Prefecture of the region on which it depends. Article 3 Head office The head office is located at the following address: 4 parc de Diane (RdC droite) Jouy-en-Josas (78350) FRANCE. The head office may be transferred by decision of the board of directors, then ratified during the subsequent general meeting. 2

3 Article 4 Composition The association is composed of all the natural and legal persons wishing to support the work undertaken by the Fédération des auto-entrepreneurs, as the latter are understood by the association s object, by continuously contributing their knowledge and business. In order to be a member, one must be up-to-date with one s membership fees. In the event of non payment of said fees, and after two reminders, those members who do not pay shall be struck off the register by decision of the directors; they shall not be able to vote. Those members paying fees which amount to less than those paid by active members are said to be simple members and may not therefore participate in any meetings. 1. The board of active members: a) The Regional Clubs of Micro-Entrepreneurs which have already paid the membership fees corresponding to their status (see rules of procedure) decided for each year between November 1 st and before December 31 st. b) The micro-entrepreneurs themselves, whether or not they belong to a Regional Club of Micro-entrepreneurs, who have already paid the membership fees corresponding to their status (see rules of procedure). c) All other micro-entrepreneur associations which have already paid the membership fees corresponding to their status (see rules of procedure) decided for each year between November 1 st and before December 31st. 2. The board of partner members: Partner members are those who pay an admission fee and annual membership fees, after the board of directors has agreed to them subscribing to the Federation. Their financial commitment makes them visible to active members. Besides, their renown gives the Federation credit. They must comply with the provisions of the Federation s rules of procedure which they accepted when subscribing. 3. The board of honorary members: The board of directors may give the title of honorary member to natural or legal persons, who provide or have provided the Federation with a lot of services. They may be exempted from paying the annual membership fees. 4. The board of founder members: Founder members are people at the origin of the Federation. This title gives them the right to be a permanent member of the Federation s board of directors. Furthermore, their assumption of original duties proven by the signing of these articles and the Federation s rules of procedure give them full authority to represent the Federation before third parties as soon as they are nominated. They shall be ratified during the first general meeting. They shall be exempted from paying annual membership fees. They must comply with the provisions of the Federation s rules of procedure which they accepted when subscribing. Founder members may appoint one or more other founder members by decision adopted by a majority of two-thirds of the members of their board. 3

4 Article 5 Acceptance of members The acceptance of members is decided by the executive committee, the chairman or the board of directors, which considers each request. No justification is required if an application is refused. Each accepted member commits to complying with the Federation s articles of association, its rules of procedure and its code of professional conduct. Article 6 Annual membership fees The amount of membership fees is determined at the annual general meeting. If this amount is revised, the rules of procedure must be updated. Article 7 Termination of membership Membership is terminated if: a) the member resigns by written notice to the chairman of the Federation, b) annual membership fees due by the member are not paid within one month of them being due, c) the member is removed from membership by a resolution of the board of directors for serious reasons or breach of the provisions of the articles, the rules of procedure or the ethical charter governing the Federation, d) the member dies. Administration and running of the Federation Article 8 Board of directors The board of directors is composed of seven members, nominated as explained below, for a period of four years, chosen among the members of the association: 2 members are elected during the general meeting by the board of active members of the association, from among its members 1 member is elected by the board of partner members from among its members 4

5 4 members are nominated by the board of founder members, either from among its members or not. The founder members, administrators and elected members may resign from the board of directors. They must wait for an ordinary general meeting to be replaced as quickly as possible. The board of directors is invested with the powers needed for the Federation to run correctly within the framework determined by the general meeting and the articles of association. Retiring members may be re-elected. In the event of one or more administrator positions being vacant, the board of directors may fill them by co-option. The terms of office of the administrators having been co-opted end on the same date as those of the replaced administrators would have done. Administrators cease to hold office if they resign, cease to be a member, are disqualified during the general meeting, and in the event of dissolution of the professional association. Article 9 Powers of the board of directors The board of directors is invested with the broadest powers to manage, lead and administrate the association, subject to the powers statutorily reserved for general meetings; it is responsible for the following: 1. It defines the policy and overall orientation of the association. 2. It may acquire any property needed to fulfil the object of the association, grant leases and mortgages for the property belonging to the association, sell or exchange said property and provide guarantees and security interests, subject to agreement given during the general meeting. 3. It may take out a lease for any property needed to fulfil the object of the association and take out loans. 4. It decides on the outlines of the communication and public relations actions. 5. It decides on the budgets and monitors their implementation. 6. It closes the books of the past financial year. 7. It determines the amount of membership fees. 8. It appoints and disqualifies board members and monitors the performance of functions by concerned members. 9. It decides on the members accepted into the Federation and grants any titles of honorary members (where applicable). It also decides on any steps to exclude or remove a member from membership. 10.It decides on the exclusion of members. 11.It approves the association s rules of procedure if there are any. 12.It gives authorisation for any acts and proceedings outside the scope of the chairman s powers. 13.It may delegate its powers in writing; it may terminate said delegations at any time. 5

6 Article 10 - Meetings of the board of directors The board of directors meets at least once a year, when notice is given by the chairman. The chairman or the person writing said notice sets the agenda and attaches it to the written notices to attend which must be sent to members by , with acknowledgement of receipt, at least a fortnight before the meeting. Votes may only be cast for items written on the agenda. The person writing the notice to attend the meeting is free to determine the place and date of said meeting. All the members of the collegial body in office are allowed to attend the meeting and have the right to vote. There will be a presence sheet which must be signed by each member attending the meeting. At least one-third of the members must be present in person for the board of directors to validly pass resolutions. Resolutions are passed by a majority of the members present in person. The chairman s vote nevertheless counts as two. In the case of an equality of votes, the chairman has a casting vote. Furthermore, resolutions are passed by a show of hands. Votes may nevertheless be cast by secret ballot upon request from one-third of the members present in person. The decisions and resolutions of the board of directors shall be noted in reports which shall be included in the register of resolutions passed by the board of directors and signed by the chairman and secretary. 6

7 Article 11 Exclusion from the board of directors Any member of the board of directors who fails to attend three consecutive meetings, without reason, shall be dismissed and replaced in pursuance of the provisions of articles 8 and 9 of the articles of association. Article 12 Remuneration of members The members of the board of directors may not be paid any remuneration for their functions. However, any expenses and outgoings incurred by its members for the performance of their office shall be refunded upon presentation of supporting documents. The financial report presented during the ordinary general meeting must mention the monies refunded to members of the board of directors for any assignments, travel or representations undertaken. Members of the board of directors who are directors or who have a corporate appointment in a trading company must have any draft agreement to be signed between the Federation and said trading company, approved beforehand by the Federation s board of directors. This approval need only be requested for goods and services exceeding an overall amount of 2,000 euros excluding tax for any one year. Article 13 Executive committee The board of directors elects an executive committee from among its members, including: a chairman, who must be chosen from among the board of founder members, a secretary, a deputy secretary, a treasurer and assistant chairman. The members of the executive committee are elected by the board of directors and chosen from among its members. The executive committee is elected for a period of two years and retiring members can be immediately re-elected. Article 14 The role of the executive committee members The chairman represents the Federation in all acts of civilian life. He/she has the capacity to appear in court on behalf of the Federation. If he/she is unable to appear in court, he/she may delegate this to another member of the executive committee. He/she may only be replaced by an authorised representative acting by virtue of special power of attorney. 7

8 1. He/she represents the association in all acts of civilian life and is invested with all the necessary powers. 2. He/she has locus standi on behalf of the association, as both a claimant and a defendant, and has the capacity to give consent to any transactions and appeal without prior authorisation from the board of directors. 3. He/she convenes the board of directors and general meetings, determines the agenda and chairs the meetings. 4. He/she is qualified to open and run accounts and savings accounts in financial or lending institutions. 5. He/she enforces the decisions made by the board of directors. 6. He/she signs any purchase or sale agreements, and more generally, any instruments and contracts needed to enforce the decisions made by the board of directors and during general meetings. 7. He/she prescribes expenditure. 8. He/she covers the expenses and collects revenue. 9. He/she hires and fires all employees, and determines their remuneration. 10.He/she presents the annual budgets and monitors their implementation. 11.He/she submits the association's rules of procedure for approval from the board of directors, if applicable. 12.He/she presents a chairman s report about management and activities during the annual general meeting. 13.He/she may delegate his/her powers and signature, in writing; he/she may terminate such delegations at any time. The assistant chairman is responsible for development, partnerships and sponsors. He/she acts as advisor to the chairman. The secretary is responsible for writing all the documents related to the administration of the Federation (notice to attend meetings, reports, etc.), and writes the minutes of all other in-house meetings. He/she also writes the monthly newsletters to be sent to the chairmen of the Regional Clubs. He/she is in charge of institutional communication meant for the media. The deputy secretary writes the minutes of the general meetings and those of the meetings held by the board of directors. He/she must keep the general meeting registers, board of directors registers and the special register specified by the law of July 1 st 1901 up-to-date. He/she is the legal referee. One of these secretaries is able to stand in for the other one if the latter is unable to fulfil his/her duties. The treasurer keeps the Federation s accounts (manages the Federation s finances, makes payments, receives membership fees and sponsorships, keeps the accounts, drafts the financial statement, follows the implementation of the budget estimate and has control over the bank account...). He/she performs these duties under supervision of the chairman. 8

9 He/she reports on the management of the Federation at each annual ordinary general meeting convened to consider the accounts. The same person may occupy the positions of assistant chairman and treasurer. The executive committee members are responsible for their management. Their criminal liability shall only be incurred in the event of personal fault or professional misconduct. Article 15 Provisions for holding general meetings Notice to attend: General meetings are attended by members of the Federation belonging to the following categories: - Members of the board of partner members - Members of the board of founder members - Members of the board of honorary members - Members of the board of active members representing a regional club or independent association. The meetings are held when notice is given by the board of directors. General meetings may be ordinary or special: their regularly adopted decisions are mandatory for all. Meetings may also be held upon request from members representing at least one-quarter of the members of the Federation. In this case, the board of directors must send notice to attend the general meeting within thirty days of the written request being made. The meeting must then be held within a fortnight of said notice being sent. Place - Agenda: Meetings are convened at the head office or in any other place specified in the notice to attend (including outside the region of its head office). They may be held on the premises of a Regional Club. In this context, videoconferencing is allowed. Those members participating in a meeting in this way at a distance are deemed to be present for the calculation of the quorum and majority. Pursuant to law, the possibility of participating in meetings at a distance is excluded for meetings during which the annual accounts are approved. In all cases, the notices to attend must mention the agenda planned and determined by the board of directors. They shall be in the form of individual letters sent by to all the statutory members of the general assembly. The only valid resolutions are those passed during the general meeting considering only the items on the agenda. 9

10 Right to discovery: Notices to attend may be accompanied by a report from the board or a management report, by the annual accounts where applicable, and by a representative form, so that each summoned member may knowingly take decisions directly or indirectly. Powers of representation: Although members of the assembly are obliged to attend the meeting, they may be represented if they are unable to attend. If such is the case, they must send their proxy notice by less than eight days before the meeting is due to be held. Each member may only have one proxy notice. Powers of representation returned to the head office blank shall be awarded to the chairman, without restriction. Voting rights Quorum: Only those members who have paid their annual membership fees may have the right to vote during meetings. Federation employees are invited to participate in and summoned to meetings, but do not have voting rights. Resolutions are passed with a majority of the votes cast on the day of the meeting (members present in person or by proxy). Statutory resolutions (relating to the running, object, purpose or dissolution of the Federation) must nevertheless be decided on by a majority of two-thirds of the votes from members present in person or by proxy. Votes are cast by a show of hands. Upon request from one-third of the members present, some votes may be cast by secret ballot. Each member entitled to vote shall have one vote, except for the chairman, assistant chairman, secretary and treasurer of the Federation, who all have two votes. Running of meetings: Assembly meetings are chaired by the Federation s chairman, or by the assistant chairman. Decisions and resolutions passed during general meetings shall be noted in reports which shall be included in the register of resolutions passed during the general meeting and signed by the chairman and secretary. It is not an obligation to have a presence sheet. 10

11 Article 16 Type and powers of general meetings General meetings are either ordinary or special. Article 17 Ordinary general meetings The members of the Federation are summoned to an ordinary general meeting at least once a year under the terms and conditions laid out in article 15. The assembly listens to the annual report on the management of the board of directors, especially on the moral and financial situation of the Federation. The annual report must be sent to the Préfet du department (regional prefect) each year. Once the Federation has discussed and considered the various reports, it approves the accounts of the past financial year, votes the budget for the following year and discusses all the other items on the agenda. It renews the members of the board of directors under the terms and conditions laid out in articles 8 and 9 of these articles of association. Upon exclusive proposition of the board of directors, it ratifies the amount of annual membership fees to be paid by the various classes of Federation membership and if necessary, updates the rules of procedure accordingly. If not ratified during the ordinary general meeting, the membership fees shall remain unchanged. Decisions are taken during ordinary general meetings by a majority of members present in person or by proxy. Votes are cast by a show of hands unless one-quarter of the members present in person demand a secret ballot. Article 18 Special general meetings The Federation s articles of association may be modified during such meetings. The terms and conditions of notice to attend and the running of such meetings are laid out in article 15 of these articles of association. At least half of the members of the Federation plus one must attend special general meetings. If this proportion is not reached, the meeting is reconvened at least a fortnight after the original date. The assembly can then deliberate regardless of the number of members present in person. In all cases, resolutions on the modification of the articles of association are passed with a majority of two-thirds of the members present in person or by proxy. Votes are cast by a show of hands unless one-quarter of the members present in person demand a secret ballot. 11

12 Special general meetings are also convened to decide on the dissolution, liquidation and vesting of property of the Federation as per the provisions laid out in articles 18, 21 and 22 of these articles of association. Article 19 Federation resources Federation resources Accounts The Federation s resources are made up of the following: 1. Receipts of membership fees from individual members and Regional Clubs, honorary members and sponsors, 2. Possible subsidies from government authorities, regions, departments, boroughs, public subsidies, the European Economic Community, etc., 3. Income from property and capital assets belonging to the Federation, 4. Receipts of the compensation received for services provided, 5. Earnings from one-off events, etc. Article 20 Accounts Revenue and expenditure accounts are kept on a day-by-day basis, to record all the financial operations as defined in the role of treasurer in article 14 of these articles of association. These accounts shall preferably be kept using the double-entry method as per the French GAAP (generally accepted accounting principles). Article 21 Dissolution of the Federation Dissolution of the Federation Dissolution is decided during a special general meeting convened for this purpose. The terms and conditions of notice to attend and the running of such meetings are laid out in article 18 of these articles of association. At least half of the members of the Federation plus one must attend special general meetings. If this proportion is not reached, the meeting is reconvened at least a fortnight after the original date. The assembly can then deliberate regardless of the number of members present in person. In all cases, the decision to dissolve the association is taken with a majority of two-thirds of the members present in person or by proxy. 12

13 Votes are cast by a show of hands unless one-quarter of the members present in person demand a secret ballot. If dissolution is decided by at least two-thirds of the members present in person at the general meeting, one or more liquidators are appointed to draft a wind-up report. Net assets shall be transferred to one or more declared associations, to any other legal persons governed by private law (company, trade union, economic interest grouping, etc.) or by public law (public body, public institution, etc.) Article 22 Vesting of property If property is vested, one or more liquidators shall be appointed during the special general meeting. Net assets shall be vested in pursuance of article 9 of the law of July 1 st 1901 and of the decree of August 16 th Under no circumstances may members of the Federation be given any part of the Federation s property. The resolutions concerned by this article are passed with a majority of two-thirds of the members present in person or by proxy. Votes are cast by a show of hands unless at least one-quarter of the members present in person demand a secret ballot. Rules of procedure Ethical charter Administrative procedures Article 23 Rules of procedure The rules of procedure are drafted by the board of directors which has them approved during a general meeting. These rules are meant to determine the way of implementing these articles of association (or any questions not tackled by said articles), especially those regarding the organisation and leadership of the Federation and the setting of the amount of the fees to be paid by the various classes of membership. Article 24 - Federation s code of professional conduct The Federation drafts a code of professional conduct in order to present the intent and obligations of its members and the means and ways to achieve this. This code can be used as the basis for certification. 13

14 Article 25 Administrative procedures The chairman must make, or have the secretary make, all the filings and announcements to the Préfecture (Prefecture) or the Sous-Préfecture (Subprefecture) of the Federation s head office, stipulated by the law of July 1 st 1901 and the decree of August 16 th 1901, both when the Federation is created and when any changes are made during its existence. Drafted in Jouy-en-Josas On November 3 rd 2009 In triplicate Mr./Mrs. _, Chairman Mr./Mrs., Secretary Mr./Mrs. Assistant chairman, Treasurer and Mr./Mrs., Deputy secretary LIST OF FOUNDER MEMBERS OF THE FEDERATION DES AUTO- ENTREPRENEURS AND SIGNATORIES OF THESE ARTICLES OF ASSOCIATION Surname, first name(s) Marital status Born on Residing Nationality Marital status Profession in Profession Surname, first name(s) Born on in Residing Nationality Surname, first name(s) Marital status Born on Residing Nationality in Profession Surname, first name(s) Born on in 14

15 Residing Marital status Nationality Profession 15