Article 1: Name
An association governed by the law of July 1, 1901 and the decree of August 16, 1901 is hereby established between the members of the present articles of association, under the title: “e-nable france”.
Article 2: Purpose
The purpose of this association is to coordinate a network of volunteers who use 3d printing techniques, or any other technique that achieves the objective, to produce assistive devices for upper or lower limbs, to be offered to people with agenesis or who have had an amputation. Volunteer manufacturers and recipients are located in France and throughout Europe.
The association can also use these techniques to create objects with a broader health and hygiene objective.
Article 3 : means of action
To achieve its corporate purpose, the association uses the following means in particular:
Putting volunteer manufacturers in touch with recipients,
Total or partial financing of equipment manufacturing,
The creation and management of r§d groups according to the objectives set by the Board of Directors,
Creation and maintenance of the website and all the IT tools needed for day-to-day monitoring of operations,
Organize meetings between members several times a year,
Establish local links with other associations and educational establishments,
Regularly informing elected representatives, the authorities and the media, and organizing appropriate events,
The permanent or occasional sale of all products, with the exception of assistive devices for upper or lower limbs, or services falling within the scope of its object or likely to contribute to its realization,
The organization of fund-raising campaigns to finance its disinterested activities, including appeals to public generosity,
Publishing and selling all media related to its corporate purpose.
Article 4 : registered office
The registered office is located at :
4 rue martel
Esc e, rc right
75010 paris
It may be transferred by simple decision of the Board; ratification by the General Meeting will be required.
Article 5: duration of the association
The duration of the association is unlimited.
Article 6 : membership
The association is made up of founding members, active members and subscribers.
Founding members: these are the people who participated in the creation of the association, a list of whom is appended to the present articles of association.
Active members: individuals or legal entities wishing to make an active contribution to the association, having made an explicit request and having been approved by the Board of Directors.
Members: any individual or legal entity registered via the association’s internet portal.
No member may act on behalf of the association in any capacity whatsoever, unless explicitly authorized to do so by the Board of Directors.
Article 7 : Voting rights
Voting rights are granted to founding members, members of the Board of Directors and members of the Executive Committee.
Active members and subscribers do not have voting rights.
Article 8: Admission and duration of membership
Active members must be approved by the Board of Directors, whose decision is final and does not need to be justified.
Membership is valid for one year, and is tacitly renewed for the same period, unless otherwise decided by the member concerned or the Board of Directors, notified to the member concerned or to the Chairman of the Association’s Board of Directors one month before the anniversary date of membership.
The decision of the Board of Directors is final and need not be justified.
Article 9: Membership fees
The amount of dues payable by active members is set each year by the Board of Directors.
This amount may be equal to zero.
Membership fees must be paid within three months of joining or renewing membership, and no later than the date of the Annual General Meeting.
All fees paid to the association are definitively acquired: no reimbursement of fees can be demanded in the event of resignation, exclusion or death of a member during the year.
Article 10: Expulsion
Membership is lost by :
Resignation, or non-payment of dues, which results in the member’s presumed resignation.
Death.
Expulsion by the Board of Directors on serious grounds, after the member concerned has been invited to provide explanations. Expulsion is not subject to internal appeal.
Dissolution of the association.
Article 11: Association resources and financial year
The association’s resources comprise :
Active member subscriptions,
Proceeds from various sales and events.
Manual donations and all types of gifts.
Any subsidies.
Any other resources authorized by law and regulations.
The financial year runs from January 1 to December 31 of each year.
Article 12: Ordinary General Meeting
12-1 membership
The Ordinary General Meeting comprises the members of the Board of Directors and the active members of the association.
Only Board members who are up to date with their membership fees on the day the General Meeting is convened are entitled to vote, and each member has one vote.
All persons invited by the Board of Directors to attend general meetings in an advisory capacity are also entitled to vote.
12-2 convening
The General Meeting is convened at least once a year by the Board of Directors, or at the request of at least half of the founding members.
At least one week before the date of the meeting, members of the association with voting rights are convened by e-mail by the Chairman. The agenda, drawn up by the Board of Directors or the founding members who issued the invitation, appears on the invitations. Invitations are accompanied by a model form of proxy.
12-3 holding of meetings
The Chairman chairs the meeting.
The General Meeting deliberates regardless of the number of members present or represented.
In order to allow the greatest possible participation by members, postal or e-mail voting is possible, except for the setting of the number of directors and their election. Each member voting by post must enclose a copy (or scan) of a form of identification. Postal votes must be received no later than the day before the AGM.
By decision of the Board of Directors, the Annual General Meeting may be held by videoconference, enabling continuous and simultaneous transmission of information. In this case, votes are cast electronically, under conditions enabling identification of the voting member, or by e-mail, in accordance with the procedures specified by the Board of Directors. Postal voting is also possible in the case of a dematerialized meeting.
Voting by proxy is possible. Each member may hold no more than two proxies in addition to his or her own, with the exception of the Chairman, who may hold 4 proxies in addition to his or her own.
Resolutions are passed by a simple majority of members present or represented, or voting by correspondence, or, in the case of a dematerialized meeting, by a simple majority of votes cast by electronic means or e-mail or by correspondence.
In the event of a tie, the Chairman has the casting vote.
Only items on the agenda may be discussed.
Minutes are kept of meetings. Minutes are signed by the Chairman and the Treasurer.
12-4 powers
The Ordinary General Meeting approves the financial statements for the year.
The General Meeting hears the Board of Directors’ management report, the Chairman’s report on the Association’s moral and financial situation, presented by the Treasurer, and, where applicable, the Statutory Auditors’ report.
It approves the financial statements for the year ended, allocates earnings, votes on the budget for the following year, deliberates on issues on the agenda, and provides for the renewal of Board members if necessary.
If necessary, it appoints a statutory auditor from the list referred to in article l. 822-1 of the French Commercial Code.
Article 13: Extraordinary General Meeting
If necessary, or at the request of half plus one of the registered members, the Chairman, on his own initiative or that of the Board of Directors, may convene an Extraordinary General Meeting, in accordance with the procedures set out in these bylaws, and solely for the purpose of amending the bylaws or dissolving the association.
The procedure for convening the meeting and its composition are the same as for the Ordinary General Meeting.
Postal voting is authorized under the conditions specified in article 11-3 above.
The association’s Extraordinary General Meeting is validly constituted if at least one-third of the members of the Board of Directors and at least one-third of the founding members are present or represented.
In the event of a dematerialized Extraordinary General Meeting, remote members are deemed to be present if the technical means allow them to be identified. Voting is then carried out electronically, under conditions that enable the voting member to be identified, or by e-mail in accordance with the procedures specified by the Board of Directors. Postal voting is also possible in the event of a dematerialized meeting.
In the event of failure to attend, the meeting is convened, with the same agenda, within eight days of the date of the unsuccessful AGM. No quorum is then required to validate the decisions of this new meeting.
Resolutions are passed by a two-thirds majority of members present, represented or voting by post, or, in the case of a dematerialized meeting, by a two-thirds majority of votes cast by electronic means, e-mail or post.
Article 14: Board of Directors
14-1 composition
The association is administered by a Board of Directors comprising a minimum of three and a maximum of twenty members.
The number of directors is determined by the General Meeting.
Directors are elected from among its members by the General Meeting, and at least three directors must be chosen from among the founding members, provided there are at least three of them.
Directors are elected for a two-year term, which may be renewed.
In the event of a vacancy, the Board temporarily replaces its members. They are replaced definitively at the next Annual General Meeting.
The powers of the members thus elected end at the time when the term of office of the replaced members would normally expire.
The Board of Directors elects from among its members, by secret ballot, a Chairman and a Treasurer.
14-2 meetings
The Board of Directors meets at least twice a year, convened by its Chairman, on his or her own initiative or at the request of a founding member-director. The agenda is drawn up by the Chairman or the member who requested the meeting. Notices of meetings, including the agenda and related documents, which may be sent by e-mail, must be sent at least eight days before the meeting.
Each director has one vote. Voting by proxy is possible. No director may hold more than two proxies in addition to his or her own, with the exception of the Chairman, who may hold 3 proxies in addition to his or her own.
The Board of Directors may validly deliberate if at least one-third of its directors are present, and if the founding members are present or represented.
In the event of failure to attend, a new Board of Directors meeting is convened, with the same agenda, within three days of the unsuccessful meeting. No quorum is then required for the decisions of the new Board of Directors to be valid.
Decisions are taken by a simple majority of members present or represented. In the event of a tie, the Chairman has the casting vote. Only items on the agenda may be put to the vote.
The Chairman may invite to attend meetings any person whose presence he deems useful. The invited person(s) takes part in discussions but does not vote.
Minutes are kept of meetings. Minutes are signed by the Chairman and another director.
Directors who attend Board meetings either physically or by videoconference or telecommunication means enabling them to be identified are deemed to be present. To be valid, these means must transmit the voice of the participants and enable the continuous and simultaneous transmission of exchanges.
14-3 competencies
The Board of Directors is vested with the broadest powers to manage and administer the association, and to authorize acts which are not reserved to the General Meeting, and in particular :
Approve the multi-year strategic plan and business plan;
Authorize the acts and commitments of the association, and in particular the various contracts or agreements for cooperation and other partnerships, the amount of which exceeds the threshold, which it determines by deliberation, below which such acts are taken by the Chairman;
Approve the financial statements for the year and propose the allocation of net income;
Approve the provisional budget to be submitted to the Annual General Meeting;
Decide on the approval of members and their exclusion;
Elect and dismiss (to be validated) the Chairman and Treasurer from among its members;
Set membership dues and determine any other contributions, fees, entrance fees or other sums owed by members;
Decide on the creation of any advisory committee, specifying its composition and remit;
Adopt any internal rules of procedure;
Deliberate on any matter on its agenda.
The Board of Directors has sole authority to acquire, exchange or dispose of any property required to achieve its corporate purpose. It is also empowered to enter into any real estate leasing agreement, whatever its nature and duration.
The Board of Directors may delegate all or part of its powers to the Chairman of the Association, with the option of sub-delegation. It may terminate such delegations at any time. The delegate reports regularly to the Board of Directors.
Article 15: Compensation
All directors’ duties, including those of the Chairman and Treasurer, are in principle free of charge and voluntary.
The Board of Directors may, however, decide to remunerate one or more members of the Executive Committee. This remuneration must strictly comply with the tax conditions necessary to maintain the disinterested nature of the management (boi-is-champ-10-50-10-20 n° 370, 12-9-2012).
Only expenses incurred in the performance of their duties are reimbursed, on a euro-by-euro basis, upon presentation of supporting documents and with the approval of the Board of Directors. The financial report presented to the Annual General Meeting sets out the reimbursement of mission, travel and entertainment expenses for each beneficiary.
Article 16: The Chairman and Treasurer
16-1 Chairman
The Chairman:
– convenes the General Meeting and Board of Directors, sets the Board of Directors’ agenda and chairs meetings;
– ensures that the decisions of the Board of Directors and the General Meeting are carried out;
– presents the annual report to the Annual General Meeting.
The President represents the association in all civil and legal matters, both as plaintiff and defendant. He may delegate authority in certain specific areas, including representation and the decision to take legal action.
16-2 treasurer
The treasurer collects receipts and disburses expenses. He or she may delegate this responsibility under the conditions defined in the by-laws. He presents the accounts and financial report to the General Meeting.
Article 17: Internal regulations
The Board of Directors may draw up rules of procedure.
Article 18: Dissolution
In the event of dissolution, the General Meeting appoints one or more commissioners to liquidate the association’s assets. It shall allocate the net assets to one or more public establishments or associations engaged in a similar activity, or to one or more local authorities working in the same field as the association.