22, rue d'Hardeville 60240 - ~~~~ville (
France ) Tel : 03.44.49.60.21
Fax : 03.44.49.67.95
Copyright © 1998
A.D.H.'s Rules
Le lien entre les
êtres humains dans le Monde
The link between people in the World
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Association governed by the Law of 1st July 1901 22, rue d'Hardeville 60240 - Lierville ( France )
The original text is in french. TITLE I : FORMALITY - OBJECT - SOCIAL DENOMINATION - SITS SOCIAL - DURATION ARTICLE 1 : FORMALITY It is formed between founder associates, an Association governed by the Law of 1st July 1901 and by the present statuses.ARTICLE 2 : OBJECT The Association has for object, in France and in all countries :
To make this, it will use all possible legal means and notably the terrains and territory adjustment, the engineering, the assembly of operations, the organization, the concept, the ergonomy, the maintenance, the study and the accomplishment of all works, the selection of staff, the formation and the professional orientation, the data-processing, the domotique, the research, the concept and the direction of carefulness centers integrated provide under medical checking, as well as generally all operations being able to fasten directly or indirectly to tells it object or susceptible to facilitate some the accomplishment. The object of the association will be able always to be widened or changed, in the legal frame, by decision of an Extraordinary General Assembly of its associates. ARTICLE 3 : SOCIAL DENOMINATION The Association has for denomination : A.D.H.In all records, letters, bills, announcements, publications and other documentation of all nature, emanating from the Association, the social denomination has always to be preceded or followed immediately by the word "Association". ARTICLE 4 : REGISTERED OFFICE The head office is fixed : 22, rue d'Hardeville - 60240 LIERVILLE ( France ) It will be able to be transferred in any other place of the same department or an adjacent department, by simple decision of the board of directors, under reserve of ratification of this decision by the most next Ordinary Associate General Assembly, and everywhere elsewhere, by virtue a deliberation of the Extraordinary Associate General Assembly. During of a transfer decided by the board of directors, the former is authorized to change statuses consequently. ARTICLE 5 : DURATION The duration of the Association is unlimited, safe cases of expected dissolution by the law and in statuses. TITLE II : COMPOSITION OF THE ASSOCIATION ARTICLE 6 : COMPOSITION - CONTRIBUTIONS The Association is composed of physical and / or morals persons:
ARTICLE 7 : RADIATIONS The quality of member loses : - For the Member Founders : by death ( physical persons ) or dissolution ( moral person ) - For the other Members :
In all cases, already paid contributions remain acquired to the Association. The quality of Member does not transmit to heirs. TITLE III : ADMINISTRATION OF THE ASSOCIATION ARTICLE 8 : BOARD OF DIRECTORS 1. The Association is administered by a board of directors of 5 members at least and 15 to the most, under expected derogation reserve by the Law. The Member Founders are automatically permanent Administrators. During social life, Administrators are appointed or renewed in their function by the Ordinary Associate General Assembly. Nevertheless, in case of fusion or fission, the nomination can be made by the Extraordinary General Assembly. 2. A moral person can be appointed Administrator. During its nomination or its co-option, it is held to designate a permanent representative that is submitted to the same conditions and obligations and that incurs the same penal and civil responsibilities that if it was Administrator in its proper noun, without prejudice of the interdependent responsibility of the moral person that it represents. The mandate of the permanent representative is given it for the duration of that the moral person Administrator, and has to be confirmed to each renewal. In case of repeal by the moral person of its permanent representative, death or resignation, it is held to notify this event without delay, to the Association, as well as the identity of the new representing permanent. 3. Administrators physical nobodies can belong to the total, to more of 8 boards of directors or Councils of Surveillance, safe expected exceptions by the Law. A wage-earner of the Association can be appointed Administrator if its agreement of service is anterior 2 years at least to its nomination and corresponds to an effective use. This precedence is not required if the Association is constituted since less of 2 years. Nevertheless, the number of Administrators linked to the Association by an agreement of service, can not exceed half of Administrators. 4. In case of vacancy by death or resignation of an or several seats of Administrators, the Council can, between Convened two Generals, to proceed to nominations to provisional title in view to complete its staff in the period of 3 month of the day where products the vacancy. These nominations are submitted to the ratification of the most next Ordinary General Assembly. The Council has to proceed to these nominations its staff is descended below the statutory minimum of 5 members. Nevertheless, if the number of Administrators descends below the legal minimum, the Council will have immediately to unite the Meeting to complete its staff. 5. The duration of Administrator function ( safe Member Founders ) appointed by the Ordinary General Assembly is 4 years ; it expires at the end of the General Assembly that enacts on accounts of the past exercise and appearance in the year in the course of which expires their mandate. All outgoing Administrator, is re-eligible. The General Assembly can, in all circumstance, to revoke an or several Administrators and to proceed to their replacement even if this repeal did not figure to the order of the day of the Meeting. 6. Administrators have to be Member the Association. If, to the day of its nomination, an Administrator is not Member the Association, or if, during mandate it ceases to be Member the Association, it is reputed resigner automatically if it has not regularized its condition in the period of 3 month. The number of Administrators ( safe Member Founders ) , physical nobodies, and permanent person representative morals, old of more of 70 years, will be able to exceed to 31 December of the year, the third round to the figure immediately superior of Administrators in function. When this proportion is exceeded, the most old is reputed resigner automatically. ARTICLE 9 : DELIBERATIONS OF the BOARD OF DIRECTORS 1. The Council appoints among its members, a President that has to be a physical person. The duration of its functions can not exceed that its mandate of Administrator. It is always re-eligible. The Council can revoke it at any given time. Under expected exception reserve by the Law, the President can not exert to the total and simultaneously more of 5 mandates of President of the board of directors, members of the Directoire, or unique Company general manager having their seat in France Metropolitan. In case of temporary obstacle, or death of the President, the board of directors can delegate an Administrator in functions of President. Whatever is the duration in order that they it have been conferred, functions of the President come to an end full right at the latest at the end of the first Ordinary General Assembly appearance after the date to which it has reached 70 age bygone years ( safe if it is Member Founder ). When a general manager has been appointed, its functions come to an end full right at the latest at the end of the first Ordinary General Assembly appearance after the date to which it has reached 70 age bygone years ( safe if it is Member Founder ). 2. Administrators are summoned to sessions of the board of directors by the President or its representative, and by all appropriate means, even verbally. The effective presence of half at least of members of the Council is necessary for the validity of deliberations. All member of the board of directors can give, even by letter or telegram, mandate to one of its colleagues to represent it to a session of the board of directors. Each Administrator can not have in the course a same session, that an alone of proxies reçues. Dispositions that precede are applicable to permanent representatives of a person member moral of the board of directors. Decisions are taken to the majority of voices of the member presents or represented, each Administrator having a voice by it -even and the voice of its summoning ; in case of sharing of voices, that the President is preponderant. 3. Deliberations are observed by verbal trial registered on a quoted special register or on mobile leaves numbered. These verbal trial are signed by the President of the session and at least one of the Administrators. In case of obstacle of the President of session, it is signed by 2 Administrators at least. Duplicates or abstracts from these verbal trial are certified by the President of the board of directors, the general manager, the Administrator delegated provisionally in functions of President or an ability executive to this end. It is sufficiently justified the number of Administrators in exercise and their presence or their representation, by the production of an abstract or a duplicate of the verbal trial. ARTICLE 10 : AUTHORITIES OF the BOARD OF DIRECTORS - DIRECTORATE The board of directors is invested authorities them most spread to act in all circumstances to the name of the Association ; it exerts them in the limit of the social object and under reserve of these expressly attributed by the Law to Convene them Associates. In relations with thirds, the Association is committed by records of the board of directors that do not notice the social object; unless it proves only the third knew that the record exceeded this object or that it could ignore it considering circumstances, being excluded only the alone publication of statuses sufficed constitute this evidence. The board of directors contracts all mediocre loans without limitation of sum, the manner and to conditions that it judges suitable. The board of directors can give the endorsement, the security or the mortgage guarantee or no, the Association, but it can not delegate this power of a general manner, and unlimited. It can authorize the President, in the limit of a total amount that it permanent, to give securities, endorsements or guarantees to the name of the Association. This authorization can equally fix, by commitment, an amount beyond of which the security, the endorsement or the guarantee of the Association can not be given. When a commitment will exceed either one amounts thus fixed, the authorization of the board of directors is required in each case. The expected authorization duration to the preceding paragraph, can not be superior 1 YEAR, whatever is the cautioned commitment duration, endorsed or guarantee. If securities, endorsements or guarantees have been given for a total amount superior the limit fixed for the under way period, the passing can not be opposite thirds that in have not had knowledge, unless the invoked commitment does not exceed, to it alone, one of them limit fixed by the decision of the board of directors taken in application of the paragraph 3 of the present article. By derogation to dispositions above, but in the limit of duration fixed by the paragraph 4, the period of 1 YEAR, the President of the board of directors can be authorized to give with regard to customs or fiscal administrations, securities, endorsements or guarantees to the name of the Association without limitation of amount. The President of the board of directors can delegate the power that it has received by virtue preceding paragraphs. The President of the board of directors assumes, under its responsibility, the Directorate of the Association. It represents the Association in its relations with thirds. Under reserve of authorities that the Law attributes expressly to Convene them Associates, as well as of authorities that it reserves specially to the board of directors, notably as well as it is told to paragraphs that precede, and in the limit of the social object, the President is invested authorities them most spread to act in all circumstances to the name of the Association. Notably, the President of the board of directors designates permanent representatives of the Association to the board of directors to which the Association could have be appointed. In relations with thirds, the Association is committed even by records of the President of the board of directors that do not notice the record exceeding this object or that it could ignore it, considering circumstances, being excluded only the alone publication of statuses suffices to constitute this evidence. Statuses and decision dispositions of the board of directors limiting authorities of the President, are @@inopposables to thirds. On the proposal of the President, the Council can give mandate to a physical person, Administrator or no, to assist the President to title of general manager and in expected cases by the Law, 2 or 5 general managers. General managers are inevitably physical persons, they can be chosen among Administrators or outside of them, safe when the Association comprises 5 general managers. In this case, 3 of them at least, have to be Administrators. General managers are revocable at any given time, by the Council on proposal of the President. In case of death, resignation or repeal of the former, they preserve, safe opposite decision of the Council, their functions and their attributions, until the nomination of the new President. In accord with its President, the board of directors determines the extensive and the duration of authorities delegated to general managers. When a general manager is Administrator, the duration of its functions can not exceed that its mandate. Each general manager has, beside thirds, the same authorities that the President. ARTICLE 11 : REMUNERATION OF ADMINISTRATORS - OF the PRESIDENT AND GENERAL MANAGERS 1. The General Assembly can not allocate to Administrators, in remuneration of their mandate, an annual permanent sum, to title of presence chips, whose amount is carried to establishment charges of the Association. ARTICLE 12 : ACCORD BETWEEN THE ASSOCIATION AND one OF ITS ADMINISTRATORS OR GENERAL MANAGERS 1. All accord, except for that on usual operations, concludes to normal conditions, intervening between the Association and one of its Administrators or general managers, has to be submitted to the preliminary authorization of the board of directors. It is similarly accords :
2. If the Association is endowed with a Commissioner to Accounts, the President of the board of directors informs the former authorized accords, in the period of a month to count the conclusion of tell them accords. When the accomplishment of accords conclude and authorized in the course anterior exercises has been @@poursuivie in the course the last exercise, Commissioners To Accounts are informed of this condition in the period of a month to count the enclosure of the exercise. Commissioners To Accounts present on these accords, a special relation, to the Meeting that enacts on this relation. The concerned can not take part to the vote neither the board of directors, nor the General Assembly. Approved accords by the Meeting as those that it disapproves, produce their action with regard to third, safe in case of fraud. Even in the absence of fraud, prejudicial consequences to the disapproved accord Association can be staked to the charge of the Administrator or the concerned general manager and possibly, the other members of the board of directors. Accords conclude without preliminary authorization of the Council, can be cancelled, if they have had consequences @@dommageables for the Association. This nullity can be @@couverte by a special vote of the General Assembly intervening on a special Commissioner relation To Accounts. TITLE IV : MEETING Of ASSOCIATE ARTICLE 13 : RULE GENERAL Convened The of Associates are summoned and deliberated in expected conditions by the Law. Meetings take place to the head office, or in an other place specified in the notice of convocation. All Associate can participate, personally or by mandatory, to them Convene on justification of its identity and quality of Member since 5 days at least before the date of the meeting. The Convened are presided by the President of the board of directors or, in its absence, by an Administrator specially delegated by the Council. TO defect, the Meeting elects itself its President. Verbal Meeting trial are trained and their duplicates are certified and delivered in compliance with the Law. ARTICLE 14 : GENERAL MEETING REGULAR The Ordinary General Assembly takes all decisions other that those that are reserved to the Extraordinary General Assembly. It enacts to the majority of voices whose have present Associates or represented. The Ordinary General Assembly is united at least once per year, in 6 month of the enclosure of the exercise, under reserve of the extension of this period, to the claim of the board of directors beside competent authorities. After reading of the relation of moral order of the President, the Treasurer presents to the Meeting, the account of general exploitation, the account of losses and benefits and the statement. In addition, if they exist, Commissioners To Accounts relate, in their relation, the accomplishment of their relations. They present equally their special relation on accords conclude between Administrators and the Association. The board of directors, notably in its relation, has to expose accurate and clair manner, the activity of the Association, in the course of the last past exercise, results of this activity, realized progress or met difficulties and perspectives of future. The Meeting deliberates and statue on all relative questions to accounts of the flowed exercise. It authorizes emissions of obligations as well as the particular security constitution to confer them. The amount of contributions, defined by the board of directors, is submitted to its approval. ARTICLE 15 : EXTRAORDINARY GENERAL MEETING : The Extraordinary General Assembly is alone authorized to change statuses in all their dispositions ; all opposite stipulation is reputed written not. It deliberates validly only if represented or present Associates constitute at least, on first convocation, half and on second convocation, the third of Members having the voting right. TO defect of this second quorum, the second Meeting can be extended to a posterior date of 2 month to the most, to that to which it had been summoned. It enacts to the majority of the two-thirds of voices whose have present Associates or represented. The Extraordinary General Assembly can change the nationality of the Association, provided that the country of welcome has concluded with the FRANC a special accord allowing to acquire its nationality and to transfer the head office on its territory and preserving to the Association, its judicial personality. TITLE V : COMMISSIONERS TO ACCOUNTS ARTICLE 16 : CHECKING OF ACCOUNTS The checking of accounts of the Association will be undertaken by an or several Commissioners To Accounts in conditions fixed by the Law and Regulations if two of the three next criteria are effective:
In this case, an or several Commissioner ++Suppléants can be designated by the Meeting ARTICLE 17 : ACCOUNTS The social exercise spreads 1st January to 31 December of each year. By exception, the first social exercise will spread the date of appearance of the Association to the Official Journal, to 31 December 1999. To the each exercise enclosure, the board of directors establishes an inventory, an account of results, a statement and an annex that are put at the disposal Commissioners, if they exist, 45 days before the Meeting. These documentation are addressed or communicated to Associates in conditions fixed by the Law. They are established each year, according to the same form and the same methods of evaluation. The cautioned commitment amount, endorsed or guarantee, is mentioned to the sequence of the statement.
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