Statutes
Adopted on July 1, 2013
TITRE I :
DEFINITION, GOALS AND OBLIGATIONS
ARTICLE 1: DEFINITION AND NAME
The association is founded between the signatories to the present statutes, governed by the French non-profit Organization Law of 1 July 1901 and the Decree of 16 August 1901. The association is entitled: “Entreprises Multinationales et Développement Durable”, that is to say “Multinational Enterprises and Sustainable Development” in English. The initials “MESD” will be usually used and will be common name to represent this Association.
ARTICLE 2:
PURPOSE
The association aims:
- to promote research to influence the future vision of companies in the full range of sustainable development issue,
- to promote exchanges between teachers, researchers and professionals,
- to contribute to the development and dissemination of knowledge in the field above mentioned, through international conferences, research projects, and publications,
- to develop contacts with international organizations with similar or complementary objects
ARTICLE 3: HEAD OFFICE
The registered office is fixed at the ICN Business School, 13 rue Michel Ney, NANCY 54037. The seat may be transferred to any other place, by simple decision of the Board of Directors, taken by an absolute majority of its members.
ARTICLE 4:
DURATION
The duration of the Association is unlimited.
ARTICLE 5:
FINANCIAL RESOURCES
The resources of the organization consist of:
- Admission fees, donations, and annual dues that could be possibly created by decision of the Office and ratified by the General Assembly;
- Subsidies that could be granted by institutions, organizations or public or private communities;
- Incomes from its properties;
- All other resources authorized by the laws and regulations in force.
ARTICLE 6:
MEMBERS - SUSCRIPTIONS
Membership is granted to any natural or legal person authorized by the Office which decides at each of its meetings on applications for admission.
Any natural or legal person, who pays annual dues voted by the General Assembly, shall be active members. They are members of the General Assembly with voting rights.
Honorary members are designated by the General Assembly for services that they have made or make to the association. They are exempted from the payment of the annual fee and have the right to attend the General Assembly with voting rights.
Any institution or person concerned with management or sustainable development morality and who pays its annual institutional membership dues shall be an institutional member.
Shall be a benefactor member any person who pays a special annual fee fixed by the General Assembly. He or She will have the right to attend the General Assembly with voting rights.
The amount of dues can be reviewed each year after proposition by the Office and after have been validated by the General Assembly
Any person shall become an adherent member after payment of the prescribed membership fee to the association, in order to join the MESD community and benefit from services offered by the association.
To become a member, simply fill out the membership form and pay the annual fee fixed and revised every year by the General Assembly.
The membership agreement is concluded for a period of twelve months (prorated quarterly if during the year).
The renewal of the contract will be automatically renewed for a further period of 12 months, except if it has been cancelled before December 31 of every year.
ARTICLE 7:
RESIGNATION, REMOVAL, DEATH
The membership can be cancelled by:
- resignation;
- death;
- expulsion decided by the Board of Directors for non-payment of the membership fee or any serious reason, the person concerned have to be invited (by registered letter) to provide front office and/or written explanations.
ARTICLE 8:
RESERVES
A reserve fund can be constituted including amounts collected and not spent by the Association.
TITRE II :
ADMINISTRATION AND OPERATION
ARTICLE 9:
ADMINISTRATION AND ORGANIZATION
The organization is governed by a Board of Directors of 11 members at least.
This Board is renewable by half every two years.
The members are elected for four years by the General Assembly. They are eligible. At the end of the second year of existence of the Association, the half renewable Council is drawn at random.
The Board of Directors meets at least once a year, convened by the President or by one-quarter of its members, by e-mail or letter at least fifteen days before the date fixed.
A member may participate to a meeting by video conference and can vote by proxy or by electronic media.
Decisions are taken by a simple majority of the votes. In the event of equality of votes, the President is dominating.
ARTICLE 10:
THE OFFICERS
The Board of Directors elects its members; an office composed of 5 elected members
- 1 President
- 2 Vice Presidents
- 1 Secretary
- 1 Treasurer
Officers shall meet after having been convened by the President or after the request of four members of the Office.
Officers may participate to a meeting by video conference and can vote by proxy or by electronic media.
A Honorary President may be chosen by the President. The honorary President is member of the Office.
The offices of the president and treasurer may not be cumulative
Article 11:
THE ORDINARY GENERAL ASSEMBLY
The ordinary General Assembly includes The Board of Director's members, founding members, active members, honorary members and benefactor members.
Members meet at least once a year, convened by the President, by e-mail or letter addressed at least a fortnight (two weeks) before the fixed date . The agenda of the meeting shall be indicated on the convening.
Only the subject written on the convening shall be mentioned at the ordinary General Assembly.
The meeting agenda shall be prepared by the President, after consultation with the Office. Any question collected in writing from ¼ of the office's members, or ¼ of the Board of Directors' members, or 10% of the organization's members shall be written on the agenda.
These questions should be directed to the President at least one month before the meeting.
The president, assisted by the members of the Council, presides over the Assembly and exposes the moral situation or the activity of the association.
The Treasurer shall give an account of its management and submits the annual accounts (balance sheet, income statement and annex) for the approval of the Assembly
The amount of annual dues and admission fee to be paid by different categories of members are fixed at the General Assembly.
The renewal of the outgoing members of the Council shall be done after exhaustion of the agenda.
Decisions taken at the General Meetings are binding on all members, including absent or represented members.
Decisions are taken by simple majority of presented or represented members. The quorum shall remain fixed at one quarter.
Each institutional, active or honor member has one vote.
If a quorum is not reached on the first call to a General Meeting, the meeting will be re-convened at fortnight's interval and can then deliberate whatever the number of Members deliberative present or represented.
Members may participate to the Assembly by video conference and can vote by proxy or by electronic media.
The representation of a member unable to attend may only be represented by another member of the association on presentation of a written proxy.
ARTICLE 12:
THE EXTRAORDINARY GENERAL ASSEMBLY
If necessary, or on the request of one third of the members, the President may convene an Extraordinary General Meeting which is exclusively for:
- any amendment of the Articles of the Association,
- the transfer of the association's assets,
- or to merge with any other Association that pursuing similar objects.
The convocation letter shall be sent by e-mail or letter at least a
fortnight
before the date fixed. The agenda of the meeting shall be written on the convocation.
Decisions are taken by simple majority of
presented
or represented members, the quorum shall remain fixed at one quarter.
If a quorum is not reached on the first call to a General Meeting, the meeting will be re-convened at fortnight's interval and can then deliberate whatever the number of Members deliberative present or represented.
Each participant must be a
member
of the association and must have paid its contributions.
Members may participate to the Assembly by video conference and can vote by proxy or by electronic media.
ARTICLE 13:
RULES OF PROCEDURE
A procedure may be established by the Board of Directors, which should be then approved by the General Assembly. The Rules are intended to regulate various elements not envisaged by the statutes, including those relating to the internal administration of the organization.
ARTICLE 14: AMENDMENT OF STATUTES
The Board of Directors can propose changes in the statutes of the association at an Extraordinary General Meeting convened for the purpose.
ARTICLE 15: DISSOLUTION
In case of a pronounced dissolution, one or more liquidators shall be appointed, and assets shall be vested in accordance with the decision of the Extraordinary General Meeting called to approve the dissolution.
ARTICLE 16:
COMPENSATION
All functions, including those of the Board of Directors and the office are free and volunteers. Only costs incurred in the performance of their duties shall be reimbursed upon presentation of receipts.The financial report presented to the Annual General Meeting includes the reimbursement of mission expenses, travel, and representation per beneficiary.
TITRE III :
POWER OF THE BOARD OF DIRECTORS AND ROLE OF OFFICERS
ARTICLE 17:
POWER OF THE BOARD
The Board of Directors has the broadest powers to perform or permit any act which is not reserved to the General Assembly powers. It defines, under the directions of the Assembly, the orientation of the general action of the Association. It is kept informed and controls the management of the Office.
This list is not exhaustive.
ARTICLE 18:
OFFICERS ROLES
The President and The Vice-Presidents
The President shall convene General Meetings and meetings of the Board of Directors. He represents the Association in all acts of
civilian
life, he has all powers of such purpose. He may sue on behalf of the Association, both as a plaintiff and a defendant. In his absence, he shall be replaced by the Honorary President or by one of the Vice-Presidents.
General Secretary
The General Secretary is responsible for all matters relating to correspondence and archives.He shall write the minutes of all proceedings and ensure their entry into the registers. He shall ensure legal validity of registers and shall implement the formalities prescribed.
Treasurer
The treasurer shall be responsible for the recovery and administration of the association's revenue and for the payment of all expenditure. He shall ensure any revenue or operating expense related to the operation of the association by order of the President. He holds a regular accountancy of all the operations which he carries out and returns account to the Annual General Meeting which shall decide on the management of the fiscal year. He shall register new members and update the membership file. As part of his duties, he coordinates contacts with institutions, organizations and communities that may assist or participate in the funding of the Association.
TITRE IV :
SPONSORSHIP COMMITTEES AND AGENCIES
ARTICLE 19:
SPONSORSHIP COMMITTEE
To support the activities of the Association, the Board may, upon proposal of the President, put them in whole or in part as casual or permanent patronage of one or more persons chosen for their competence or their reputation no obligation to join the Association. These persons will be available for review whenever the President, the Bureau or the Board shall deem appropriate.
ARTICLE 20:
LOCAL AGENCIES
In the case of important number of members and geographical dispersion of their residence, the Board of Directors may open regional agencies to facilate activities under the supervision of one or several members delegated for this purpose.
These agencies are not autonomous associations and the mode of their operation will be settled in accordance with the Articles of the Association with the provisions annexes to its rules of procedure. The decision to open or close an agency will be taken at the discretion of the Board of Directors. Any authorization granted in order to ensure their operation may end in the removal or on the initiative of the Board of Directors.
ARTICLE 21:
FORMALITES
The President of the association, Mr. Silvester Ivanaj, is responsible for carrying the formalities of declaration and publicity required by law and regulations so that this association can be endowed with a legal personality.
Nancy, FRANCE, July 1, 2013.
Silvester IVANAJ
MESD President
