Statutes of the Promotion Association « La Fabrique des Transitions »

Association Loi 1901

À télécharger : 20200313_statuts_apfdt_def.pdf (920 Kio)

ARTICLE 1 - NAME

An association governed by the law of 1 July 1901 and the decree of 16 August 1901 is founded between the adherents to the present articles of association, with the name: « Association de Promotion pour la Fabrique des Transitions ».

ARTICLE 2 - PURPOSE

The aim of this association is to promote the constitution and organisation of a factory of transtions towards sustainable and solidarity-based societies, and to facilitate the cooperation of its members.

It aims to facilitate

• the institution of a learning and acting community

• the implementation of engineering support for transitional projects

• the identification and design of tools and methods to enable a systemic transition dimension to be achieved.

The association is non-profit making. It favours cooperation and co-production with the actors and establishes as a management principle the absence of distribution of possible benefits.

The objectives, values and operating methods of the Transition Factory are set out in a Charter of Alliance.

ARTICLE 3 - HEAD OFFICE

The registered office is located at 38 rue St Sabin, Paris. It may be transferred by simple decision of the Board of Directors.

ARTICLE 4 - DURATION

The duration of the association is unlimited.

ARTICLE 5 - COMPOSITION

The association consists of active and honorary members.

Members may be natural persons or legal entities who designate their representative.

ARTICLE 6 - MEMBERS - SUBSCRIPTIONS

Active members of the association are natural persons and legal entities, who undertake to contribute and contribute effectively to the object defined in Article 2.

Honorary members are qualified personalities and legal entities who mark their commitment to the association, give it recognition, give it visibility and take particular care of its reflective organisation.

Once approved, membership of the association implies the annual payment of a membership fee, the amount of which will be set by the internal regulations for each category of member.

ARTICLE 7 - ADMISSION

With the exception of the members present at the constitutive general assembly, admission to each category of membership is made after agreement of the board of directors of the association, which approves the memberships and decides on the applications presented under the conditions defined in the internal rules.

Any individual or legal entity wishing to join the association for the promotion of a transition factory must first sign the Charter of Alliance of the Transition Factory referred to in Article 16, participate actively in its development and activities and submit an application in writing, addressed to the. to the. e. President.

ARTICLE 8 - STRIKING OFF

Membership is lost by :

a) resignation

b) death

c) the non-renewal of its annual subscription on the date of the ordinary general meeting

d) striking off the list of members by the Board of Directors on serious grounds, in accordance with the procedure laid down in the Rules of Procedure, the person concerned having been invited to provide explanations before the Board of Directors and/or in writing.

ARTICLE 9 - MEMBERSHIP

The Association may join other associations, unions or groupings by decision of the Board of Directors.

ARTICLE 10 - RESOURCES

The association’s resources include :

• annual membership fees according to the conditions set out in the internal regulations

• subsidies granted by the European Community, the French State, local authorities or public institutions

• income from the resources placed at its disposal

• income from economic activities such as the sale of products or services

• corporate patronage, as defined in the law of 23 July 1987

• donations and gifts

• participatory financing

• loans from credit institutions

• voluntary and in-kind contributions

and all resources authorised by the laws and regulations in force.

ARTICLE 11 - ORDINARY GENERAL MEETING

The Ordinary General Assembly is made up of all members of the association, regardless of the category of members, present or represented by proxy.

Voting at the general meeting is open to active members and honorary members who are up to date with their annual subscription on the date of the general meeting, referred to as « the Voters ».

In order to deliberate validly, the general meeting must be attended by at least 25% of the Voters, present or duly represented by proxy. If the quorum is not reached, the meeting shall be reconvened within one month and may deliberate validly regardless of the number of members present or represented.

Any absent Voter may be represented by another Voter by means of a dated and signed proxy. Each Voter may not have more than one proxy in addition to his or her vote.

The General Meeting shall meet at least once per calendar year, upon convocation of the. de la. President of the association. At least fifteen days before the date fixed, the members of the association are convened in accordance with the procedures laid down in the internal regulations. The agenda is included in the notice of meeting.

The President, assisted by the members of the Executive Committee, chairs the meeting and presents the moral situation and the activities of the association during the past year.

The Treasurer reports on his management and submits the annual accounts (balance sheet, profit and loss account and appendix) to the assembly for approval.

Only items on the agenda may be discussed. Any member of the association may propose in writing to the Bureau, up to 2 days before the date of the meeting, to add a subject to the agenda. Any proposal approved by the Bureau or subject to an affirmative vote of at least one quarter of the Voters (physically present, or by means of a duly formalised proxy) at the Ordinary General Meeting, will be added to the agenda.

Decisions are taken by a simple majority of the votes cast by the Voters present or re-presented. All deliberations are taken by a show of hands, with the exception of the election of the members of the Board of Directors.

The decisions of the General Meetings are binding on all members, including those absent or represented.

ARTICLE 12 - EXTRAORDINARY GENERAL MEETING

If need be, or at the request of half plus one of the members, the President may convene an extraordinary general meeting, in accordance with the provisions of these articles of association and only for the purpose of amending the articles of association, dissolution or for acts relating to real estate.

The convening procedure shall be the same as for the ordinary general meeting. The agenda shall be set out in the notice convening the meeting. In order to deliberate validly, the extraordinary general meeting must be attended by at least 50% of the Voters, present or duly represented by proxy. If the quorum is not reached, the meeting shall be reconvened within one month and may deliberate validly regardless of the number of members present or represented.

Decisions shall be taken by a two-thirds majority of the votes cast by the Voters present or represented.

ARTICLE 13 - BOARD OF DIRECTORS

The association is managed by a Board of Directors of 6 to 9 members, chosen among active and honorary members, individuals or legal entities. Their appointment is subject to the approval of the Ordinary General Meeting, by secret ballot and according to the procedures defined in the internal regulations.

Members are appointed for three years and are renewable by thirds. Members may be re-elected.

In the event of the absence of a director, a provisional director shall be appointed by co-option by the Board, and his appointment shall be subject to the approval of the next general meeting. The powers of the directors so appointed shall expire at the end of the term of office of the replaced members.

The association has set itself the objective of gradually achieving parity between men and women in its governing bodies.

The Board of Directors meets at least twice a year, convened by the President, or at the request of a quarter of its members.

The powers of the Board of Directors are defined by the internal regulations. Decisions are taken by majority vote. In the event of a tie, the President has the casting vote. The procedures for convening the Board and voting (quorum, type of vote, etc.) are defined by the internal rules.

Any member of the Board of Directors who, without excuse, has not attended three consecutive meetings will be considered to have resigned.

ARTICLE 14 - THE BUREAU

The Board of Directors shall elect from among its active members a Bureau consisting of at least

President

Treasurer

The functions of President and Treasurer cannot be combined.

The respective missions, attributions and powers of the members of the board are specified in the internal rules.

ARTICLE 15 - RULES OF PROCEDURE

Rules of procedure shall be drawn up by the Bureau and submitted to the Board of Directors for approval. It is intended to define the various points not provided for in these articles of association, in particular those relating to the internal administration of the association.

They shall be drawn up in accordance with these articles of association and shall be binding on all members of the association. Any amendments thereto shall be subject to a majority vote of the Board of Directors.

It is permanently at the disposal of the members of the association.

ARTICLE 16 - ALLIANCE CHARTER

The association promotes and supports the development and operation of a transition factory. This factory, open to all local authorities, all networks of local authorities, businesses and civil society, public services, professional associations and companies, involved in the transition of territories towards a socially and ecologically sustainable society, brings together all those who have shown, by signing the Charter of Alliance, appended to these statutes, the will to cooperate with the other allies to implement this transition. The purpose of the Charter is to set out the expectations of a transition factory. It sets out the objectives, shared values, proposes a way of acting in the service of transitions, a mode of organisation, as well as a pace of progress. Each member of the association must be a signatory to the charter and commit to promoting the factory, cooperation between allies and embodying its values and methods.

ARTICLE 17 - REMUNERATION POLICY

The association undertakes to apply the regulations in force in terms of remuneration policy in order to be able to apply for a « social utility company » approval as defined by the law of 31 July 2014.

According to the decree of 23 June 2015, the conditions are defined as follows:

• the average of the five highest salaries, including bonuses, must be less than or equal to seven times the annual minimum interprofessional growth wage (SMIC) or the branch minimum wage if this is higher;

• the sums paid, including bonuses to the best paid employee or manager, must be less than or equal to ten times the annual minimum wage.

ARTICLE 18 - DISSOLUTION

In the event of dissolution pronounced in accordance with the procedures provided for in Article 12, one or more liquidators shall be appointed, and the net assets, if any, shall be vested in a member body of the Transition Factory, in accordance with the decisions of the extraordinary general meeting which decides on the dissolution. The net assets may not be devolved to a member of the association, even partially, unless a contribution is taken over.

Article 19 - LIBERALITIES

The report and the annual accounts, as defined in Article 11, shall be sent each year to the Prefect of the département.

The association undertakes to present its registers and accounting documents on any requisition from the administrative authorities concerning the use of the gifts it is authorised to receive, to allow representatives of these competent authorities to visit its establishments and to report to them on the operation of the said establishments.

Done in Paris,

STATUTES ADOPTED BY THE CONSTITUENT GENERAL ASSEMBLY ON 12 FEBRUARY 2020