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Our statutes

E.S.P.O.I.R. association statutes
11, avenue de Fulpmès (78450) VILLEPREUX
Amended by the extraordinary board meeting of 09/04/2005

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Published in the official journal on 29/04/2000 through n° 3309

The undersigned and all the people who would have bind the existing statutes constitute hereby an association in accordance with bill of 1/07/1901 and decree of 16/08/1901, and establish the statutes as follows:

Article 1 - Name
The association is named ESPOIR: Education (education), Santé (Health), Partage (share) et Ouverture sur l’ile rouge (opening up to red island).

Article 2 - Purpose
This association aims at aiding the most destitute children and families in Madagascar.

Article 3 - Head office
Head office is based in VILLEPREUX (78450) 11, avenue de Fulpmès. The governing board has the authority to choose the building where the head office is installed and can move it by mere decision.

Article 4 - Duration
The association duration is unlimited.

Article 5 - Means of actions
The association means of actions are notably:
  • health development plan,
  • medicine (drugs) shipment,
  • operating aid to free health centres, hospitals,
  • creation and operating support to literacy classes
  • local workshops development,
  • sponsoring, etc.
Article 6 - Formation, contribution
The association is made up of:
  • charter members: are considered as so the people who have set up the association,
  • subscriber members: are considered as so the people paying the annual contribution set every year by the governing board,
  • honorary members: are appointed by the governing board among the people doing service to the association,
  • benefactor members: any person or company involved in the association development.
The contribution amount is set bylaws.

Article 7 - Member ship requirement
Becomes member any person who pays the annual contribution.

Article 8 - Funds
The association funds are made up of:
  • members contributions,
  • potential grants-in-aid or aids from public authorities,
  • other funds authorized by legal texts.
Article 9 - Reserve funds
Reserve funds include funds from savings achieved on the annual budget.

Article 10 - Resignation, radiation
Membership ends with death, resignation, or radiation caused by severe grounds and pronounced by the governing board, concerned member shall be heard beforehand, unless he/she resorts to general assembly.

Article 11 - Administration
The association is run by a board made up of 8 members elected via secret ballot for a 4 year-term and chosen among subscriber members enjoying their civil rights.
To run for board of director seats, the candidate shall be sponsored by two members of the governing board. The request shall be written to justify his/her motivation, and confirm her/his conditions of morality and capacity. Members of the board shall be over 18.
During holidays, the board temporarily provides for its members’ replacement. Final replacement takes place by the next general assembly. Thus, the authority of the elected members ends normally when replacement members’ term of office expires.
The board is renewed by quarter.
The outgoing members’ names shall be drawn lots for the first partial renewal.
Outgoing members are re-eligible.
The board chooses through secret ballot among its members an office composed at least of a president, a general secretary, and a treasurer. The office is elected for four years. The first office shall be designated by the board meeting held after the founding general assembly.
The first governing board comprises eight founding members. It shall manage the association until the first general assembly that shall take place at the latest one year after the legal statement publication in the official journal.

Article 12 - Board Assembly
The board meets at least once every six weeks following the president convocation or written request from one fourth of the members. One third of the members shall be attending for the deliberations validity. Each assembly is reported on a minute. Minutes are signed by the president and the secretary. They are recorded on numbered pages and placed one after the other in a folder. Decisions are made with absolute majority of attending members, one authority by attending member; in case of division, the president’s vote is predominant.

Article 13 - Free office term
The members of the association shall not receive any remuneration as to their given duties. They shall nevertheless get refund for their expenses regarding association needs, after president’s prior agreement and with receipt.

Article 14 - The power of the board
The governing board has power to approve any act which is not reserved to general assembly. It supervises bureau members’ management and is entitled to demand reports about members’ actions. It is entitled to delegate powers as to a given question and during a given time. It is entitled to decide and alter association’s policies.

Article 15 - The role of the office
The président: the president convenes board general assemblies and meetings. She/he represents the association in civil life actions and is thus given full powers. She/he shall delegate some of her/his rights in the terms set bylaws
The secretary: the secretary is in charge of the mailing and archiving. She/he writes the minutes, takes care of their transcription in the registers. She/He is in charge of the special register submitted to the law and enforces formalities.
The treasurer: the treasurer is in charge of the association asset management. He pays the bills and collects receipts under the president supervision. He keeps the accounting book up to date everyday for all transactions and reports to the general assembly who decides management. However, expenses superior to the amount settled annually by the general assembly have to be authorized by the president or in case of unforeseen difficulty by any other office member mandated by the president. He reports to the general assemblies in the conditions set bylaws.

Article 16 - Ordinary General Assembly
The association General Assembly includes the founding members and regular members if their contributions are up-to-date. It meets at least once a year after notice of the governing board or a written request from at least one fourth of the members. Each associate can have a power. The agenda is set by the board. The assembly office is the board office. The general assembly hears the reports about board management and the association state of affairs and financial circumstances. It approves the accounts; it votes the budget for the next fiscal year and provides, if any, the renewal of the governing board members.
It discusses questions raised on the agenda following a signed request of the assembly members submitted to the secretariat ten days before the meeting. Notices showing the agenda are sent at least fifteen days before each meeting. Annual General Assembly discussions are made by a show of hands of the attending members majority unless this majority requests for secret ballot votes.

Article 17 - Extra ordinary General Assembly
The assembly becomes extraordinary when decisions to be made are related to statutes changes, dissolution of the association or merger with another similar one. It shall be composed of at least a fourth of the regular and founding members if their contributions are up-to-date. It shall be decided by the majority of three thirds of attending or represented members. Only one power by associate is possible. An attendance sheet shall be signed and certified by the office members. If the quorum is not reached at the time of the meeting after first notice, the assembly shall be called again by mail fifteen days apart and shall be able to decide whatever the number of attending members.

Article 18 - Minutes
Discussions minutes from the governing boards and general assemblies are recorded on numbered page and placed one after the other in a folder, signed by both the secretary and the president. The secretary is entitled to issue any certified copy as evidence for third parties.

Article 19 - Dissolution
The association dissolution shall not be pronounced by any but the general assembly specially called for the occasion. The assembly designates one or more commissioner in charge of the association settlement and specifies their power. In case of dissolution, remaining net assets shall be allocated by the general assembly deciding of the dissolution, to one or more similar associations according to the law.

Article 20 - Association bylaws
The governing board is entitled to decide about bylaws text which shall determine the execution details of pending statutes. These bylaws come into fore immediately and temporarily until its approval by the formed general assembly. It shall then become final.

Article 21 - Formalities
The general secretary in the name of the governing board shall meet statement and publication formalities stipulated by the law in effect. All the authority is given to the holder to meet these formalities

Article 22 - Founding Members
Below Founding members list:
  • MABIRE Mireille, French
  • BOURETZ Jean-Pierre, Industrial designer, French
  • LECONTE Mireille, French
  • LARMAT Florence, Registered nurse, French
  • PHILIPPE Annie, Secretary, French
  • LARMAT Nathalie, Translator, French
  • CONJAUD Nadine, Secretary, French
  • HAYERE Michelle, Executive Secretary, French
Drafted in Villepreux, on April, 9th, 2005.

december 27, 2008

Copyright 2007 Association ESPOIR