Statutes of the NGO
Article 1 – Constitution
On February 22, 1992, the members of these statutes decided to form an association governed by the Law of July 1, 1901 and the decree of August 16, 1901.
Article 2 – Name
The association’s title is: “Europe Madagascar Africa”.
It may be designated by the acronym: “E.M.A”.
Article 3 – Purpose
The association “Europe Madagascar Africa” is a French association of assistance and charity of international character, for humanitarian and development aid.
In order to achieve this object, the association may, in particular:
to bring help and assistance to any human person in situation of suffering (physical or moral), precariousness or exclusion,
contribute to the execution of the development programs of the governments of the countries where the association is established, in the best possible coordination with these governments and in compliance with the laws in force in these countries,
provide for the costs and needs necessary for the accomplishment of this mission.
The headquarters of the “Europe Madagascar Africa” association is located at: 93 Avenue de la République 92120 MONTROUGE (France). It may be transferred to any other place, at any time, on the proposal of the board of directors and with the approval of the general meeting. The association knows no territorial limit to its action. The branches of representation of the association abroad are not independent legal entities; they operate in relation to the association’s headquarters in France, under the responsibility and control of the office.
The duration of the “Europe Madagascar Africa” association is unlimited. The social year runs from January 1 to December 31.
Article 7: –Admission
To be admitted as an adherent member, you must: -formulate and sign a written request, -be at least 18 years old, -complete the statutes and internal regulations of the association, -be accepted by the board of directors administration which, in the event of refusal, will not have to make known the reasons for it. The members pay an annual subscription whose amount is fixed, on the proposal of the President by the Board of directors, and then ratified by the general assembly.
Membership is lost:
- by written resignation,
- by death,
- by automatic cancellation, in the event of absence of participation in the functioning of the association and in the development of the missions registered in its social object for more than two years, without other motivations, – by exclusion pronounced by the board of directors for the following reasons : – non-compliance with the statutes or internal regulations,
- and for any other serious reason left to the discretion of the board of directors, in the case of acts or attitudes causing moral or material damage to the association, the interested party having been invited by registered letter with request for ‘acknowledgment of receipt to provide written explanations.
- by suspension: If it deems it appropriate, the Council may decide, for the same reasons as those indicated above, the temporary suspension of a member, rather than its removal or exclusion.
This decision implies the loss of membership and the right to participate in social life, for the entire duration of the suspension, as determined by the council in its decision.
If the suspended member is invested with elective functions, the suspension also results in the termination of his mandate.
Article 9 – Resources
The resources of the association consist of annual subscriptions and any public and private subsidies it may receive. They may also include any other resource not prohibited by applicable laws and regulations. The amount of the annual subscription is liable to be changed each year by the Council.
The assembly is administered by a Council, composed of at least five members, and its President. President’s term ends
- by written resignation,
- by death,
- by dismissal pronounced by the general meeting.
The members of the Board of Directors are elected at the General Assembly from among the only active members. They are accepted by the Board on the proposal of the President. They are confirmed in their functions by the general assembly at two thirds of the votes cast, abstentions are not retained for the calculation of the majority. They exercise their function for a period of two years, each year being the period between two annual general meetings. The outgoing members of the Council are immediately re-eligible. The mandate of member of the Council ends with the resignation, the loss of the quality of member of the association or the revocation pronounced by the general assembly, said revocation being able to intervene on incident of meeting .Any member of the Board of Directors who has been the subject of a measure of exclusion, dismissal or suspension of the association will be immediately dismissed from their duties. In the event of a vacation, the Board may temporarily replace his members. They will then be replaced definitively by the next General Assembly. The powers of the members thus elected will end at the time when the mandate of the replaced members should normally expire.
The chairman appoints from among the members of the board, and in agreement with the latter, a board comprising:
- a vice-president, if applicable,
- a Secretary General
- an Assistant Secretary, if applicable,
- a Treasurer
- an Assistant Treasurer, if applicable.
The office is the executive organ of decisions taken by the Board of Directors. He ensures the day-to-day management of the association and meets as often as required in the interest of the association. The office cannot incur significant expenses without the vote of the Board of Directors.
Article 11: Administration of representation offices abroad
The administrative, moral and financial management of the association’s representative offices abroad, the monitoring and development of the actions carried out by the association in the country will be ensured by a legal representative of the association “Europe Madagascar Africa” , who must be an associate member of the association and who will be duly mandated for this purpose by the Board of Directors of the association, for a renewable period of two years. The Legal Representative will ensure the observation and proper application of the legal provisions in force in the country, and will engage its responsibility in this regard. The Legal Representative undertakes to work in relation with the office of the association, with the greatest possible transparency; he will be bound to apply the decisions taken by the office, and will communicate to him all data useful for the good progress of the actions carried out by the association. The Legal Representative will not take any decision which would bind the association, on the moral, financial level, or material, without having previously discussed it with the office and obtained its approval. He must report on its management on a regular basis to the association’s office. There will be separate accounts, which will form a special chapter. of the association’s overall accounts, showing an annual operating account, the result of the financial year and a balance sheet.
Article 12: Meeting of the Board of Directors
The Board meets: when convened by its Chairman, whenever the latter deems it useful and at least once a year; if the meeting is requested by at least half of the members of the board. The convocations are sent fifteen days before the meeting by simple letter (or registered letter). They mention the agenda for the meeting, decided by the President or by the members of the council who requested the meeting.
The council meets at the headquarters of the association or at any other place indicated in the convocation. The council may appoint, in an advisory capacity, persons likely to enlighten it particularly on a subject on the agenda. The presence of half of the members of the board of directors is necessary for the validity of the deliberations. If the quorum is not reached at the meeting of the board of directors, the latter will be convened again fifteen days apart, and it may validly deliberate, regardless of the number of members present. Decisions are taken by an absolute majority of the votes cast, abstentions are not retained for the calculation of the majority. In the event of a tie, the vote of the President is casting.
Any member of the board of directors who, without excuse, will not have attended two consecutive meetings, or who will have ceased to comply with the specifications specific to his function (as it may be defined by internal regulations) , may be considered to have resigned.
The Board of Directors may appoint an Honorary President from among the honorary members, and admit him to participate in the sessions of the Board of Directors. Minutes of the meetings are kept. The minutes are drawn up by the Secretary and signed by the President. They are transcribed on a listed register and initialed by the President.
Article13: Powers of the Board of Directors
The board of directors is invested with the widest powers to make or authorize all acts or operations which enter into the object of the association and which are not within the competence of the general assembly.
He supervises the management of the members of the office and has the right to be made account of their acts. He authorizes the President to take legal action. He takes, in particular, all decisions relating to the management and conservation of the heritage of the association, and particularly those relating to the use of funds, the leasing of premises necessary for the achievement of the purpose of the association, the management of staff.
The Council defines the main orientations of the association. It establishes the budget and the annual accounts of the association. This list is not exhaustive. It can make any delegation of powers for a specific question and for a limited time.
Article 14: Role of the members of the board
The President calls general meetings and meetings of the board of directors. He represents the association in all acts of civil life and is invested with all powers for this purpose.
He can delegate some of his powers.
He has in particular quality to bring legal proceedings on behalf of the association, both in demand and in defense.
In case of absence or illness, he is replaced by the vice-president or, failing that, by any other director designated by the President or specially delegated by the Board.
The vice president
The Vice-President assists the President in the exercise of his functions, and replaces him in the event of his incapacity.
The Secretary is responsible for all matters relating to correspondence and archives. He draws up the minutes of the deliberations and ensures their transcription in the registers. He keeps the special register, provided for by law, and ensures the execution of formalities prescribed.
The Treasurer is responsible for everything related to the management of the association’s assets. He makes all payments and collects all receipts under the control of the President. Expenses greater than fifteen thousand euros must be ordered by the President or, failing this, in the event of impediment, by any other member of the office. The Treasurer keeps regular accounts, day by day, of all operations and reports on his mandate to the annual meeting, which decides on management. He establishes a report on the financial situation of the association and presents it to the annual general meeting.
Article 15: Ordinary general meeting
The general assembly includes all the members of the association up to date with the payment of their subscriptions at the date of the meeting.
It meets at least once a year, within six months of the end of the financial year, and each time it is convened by the president, or at the request of at least 25% + 1 of the members. made at least fifteen days before the date fixed for the meeting and indicate the agenda. An attendance sheet signed by the members of the assembly is established when entering the session and certified by the President and the Secretary of the assembly. The agenda is set by the board of directors. he general assembly is that of the council.
The President or, if unable to do so, the Vice-President chairs the assembly, explains the moral situation of the association and reports on the activity of the association. The Treasurer reports on his management and submits the balance sheet to the approval of the general assembly. The ordinary general assembly deliberates on the reports: of the management of the board of directors, of the moral and financial situation of the association. She approves or corrects the accounts for the financial year and gives discharge to the members of the Council and to the Treasurer. It votes on the budget for the following year. It elects new members of the Council and ratifies the appointments made on a provisional basis. It authorizes the conclusion of acts or operations which exceed the powers of the Council.
Generally, the ordinary general meeting deliberates on all the questions registered on the agenda which do not fall within the competence of the extraordinary general assembly. In addition, it deliberates on all the questions brought to the agenda at the request signed by a third of the members of the association, deposited with the secretariat at least ten days before the meeting.
Regularly convened members may be represented by another member by written and signed proxy. General assembly decisions are taken by a show of hands by an absolute majority of the votes of those present and represented, abstentions not being retained for the calculation of the The secret ballot can be requested either by the board of directors or by a quarter of the members present.
The deliberations of the assemblies are noted on the minutes containing the summary of the debates, the text of the deliberations and the result of the votes. They are signed by the President and the Secretary. The minutes are transcribed, without blank or erasure, in chronological order in the register of deliberations of the association.
Article 16: Extraordinary general meeting
The general meeting has an extraordinary character when it rules on all modifications to the statutes. It can decide the dissolution and the attribution of the goods of the association, the merger with any association having a similar object. Such a meeting will have to be composed of half plus one at least of the members. It will have to be decided by a majority of the two third of the votes of the members present or represented. An attendance sheet will be signed and certified by the members of the board. If the quorum is not reached during the meeting of the assembly, on first convocation, the assembly will be convened again fifteen days apart and, during this new meeting, it may validly deliberate regardless of the number of members present or represented.
Article 17: Minutes of general meetings
The minutes of the deliberations of the assemblies are drawn up by the Secretary and signed by the President and the Secretary. They are transcribed in a listed register and initialed by the President. The Secretary can deliver any certified copies which are authentic vis-à-vis third parties.
Article 18: Control
The association undertakes: -to present its registers and accounting documents on all requisitions from the Minister of the Interior or the Prefect, with regard to the use of inter vivos or testamentary gifts from which it has been able to benefit; to the Prefect an annual report on his situation and on his financial accounts; -to allow his establishments to be visited by the delegates of the competent ministers and to report to them on the functioning of those establishments.
Article 19: Dissolution
The dissolution of the association can only be pronounced by the general assembly, convened especially for this purpose and ruling in the quorum and majority conditions provided for the extraordinary assemblies. The general assembly appoints one or more commissioners in charge of the liquidation property of the association whose powers it will determine. It allocates the net assets to all declared associations of its choice, having a similar purpose. Article 20: Internal regulations The board of directors may, if it deems it necessary, decide the text of an internal regulation, which determines the details of the execution of these statutes. This internal regulation to decide on such or such sector of activity defines the association. He may specify, in agreement with the legal representative of the association abroad, the operating methods of the association’s representative antenna.
Article21: Statutory auditor
The general meeting may appoint, if it so desires, a titular auditor and an alternate auditor. The titular auditor exercises his control mission under the conditions provided for by the standards and rules of his profession.
Article 22: Formalities
The President, on behalf of the board of directors, is responsible for fulfilling all formalities of declarations and publications prescribed by the legislator.
This document relating to the statutes of the association known as “Europe Madagascar Africa” comprises 7 pages, as well as 22 articles.
Done at Gentilly, February 22, 1992 Modified,
in Montrouge, October 25, 1997
Modified in Montrouge, February 20, 2000
Modified in Montrouge, June 27, 2004
Modified in Montrouge, May 10, 2009
For declaration to the prefecture and publication in the Official Journal of the French Republic.