By-laws
These Articles of Association were unanimously approved by the active members present at the Extraordinary General Meeting held on 22 January 2022.
ARTICLE 1 - NAME
A not-for-profit association governed by the law of 1st July 1901 and subsequent texts, called :
AD€ (Friends of the Euro)
The duration of the association is unlimited.
ARTICLE 2 - PURPOSE
The aims of the cultural association are:
- to inform its members and the general public about Euro numismatics, and to contribute to the preservation of the heritage of European numismatics
- to promote discussion and exchange, among its members and with the general public, on the subject of Euro numismatics
- to represent collectors and anyone interested in Euro numismatics, and to promote Euro numismatics and knowledge of European numismatics
- encourage the collection of Euro
Article 3 - Registered office
The registered office is located at the following address
100 rue de lille - 59200 TOURCOING
It may be transferred to another address by decision of the Board of Directors.
Article 4 - Financial year
Article 5 - Members
The association has associate members, active members and honorary members.
Associate members (natural persons or legal entities) benefit from the association's services, or show their support by joining, without necessarily having any significant activity within the association. They are admitted in this capacity by decision of the Board of Directors after payment of a membership fee; in the case of membership applied for directly via the association's website, the Board of Directors has one month in which to refuse membership.
Honorary members are admitted in this capacity by the Board of Directors, on the recommendation of a director. They may, at their request, be exempted from paying membership fees.
Active members work for the association on a permanent or occasional basis. They are admitted in this capacity by the Board of Directors, on the recommendation of a director. They may, at their request, be exempted from paying membership fees.
Article 6 - Loss of membership
Membership is lost by resignation, death or striking off by the Board of Directors.
Loss of membership for non-renewal of the subscription is detailed in the Internal Regulations.
Members may be deregistered for any prejudice caused to the Association in any way whatsoever.
Article 7 - Resources
The association's resources are :
- membership fees,
- remuneration received in accordance with contracts or agreements entered into, for services provided or items sold within the limits specified by law,
- public or private subsidies, in accordance with the law,
- donations and sponsorship,
- any other resource authorised by law.
The procedures for collecting membership fees are set out in the Internal Regulations.
Article 8 - The Board of Directors
Paragraph 1 - Composition
The Board of Directors comprises between six and twelve members.
The members of the Board of Directors may not receive any remuneration for the duties entrusted to them. Only justified expenses may be reimbursed.
Paragraph 2 - Powers
The Board of Directors is vested with the widest powers of management, may act in all circumstances on behalf of the association and take all decisions relating to all acts of administration, disposal and management.
It manages the association and ensures that the decisions taken at the General Meeting are implemented.
The specific responsibilities of its members are set out in the Internal Regulations (and in Article 9 for the members of the Executive Committee).
Paragraph 3 - Meetings
The Board of Directors meets as often as necessary, and at least once a year or at the request of three of its members.
The Board of Directors may validly deliberate if half of its members are present or represented.
Decisions are taken by a simple majority, with the Chairman having the casting vote in the event of a tie.
The procedures for convening meetings, appointing proxies and voting are set out in the Internal Regulations.
Paragraph 4 - Elections
The members of the Board of Directors are elected for one year by the General Meeting from among the active members. Members may be re-elected.
The election procedures are set out in the Internal Regulations.
Paragraph 5 - Vacancy
Where the Board of Directors has between 6 and 11 members, it may choose to co-opt one or more members, provided that the number of members does not exceed 12.
If the Board of Directors has strictly less than 6 members, it must co-opt new members within one month in order to restore the number of members to at least 6.
Article 9 - The Bureau
Paragraph 1 - Composition
The Bureau is made up of the following members:
- a Chairman
- possibly one or two Vice-Chairmen
- a Treasurer
- a General Secretary
Paragraph 2 - Powers
The Executive Committee sets the strategy for the year and implements the policy defined by the Board of Directors.
Paragraph 3 - Responsibilities
The Chairman is responsible for the moral management of the Association. He represents the association in all civil acts and is authorised to sign any agreement and to take legal action, both as plaintiff and defendant. He ensures that decisions are implemented and orders expenditure; he is authorised to issue payments. He presents a report on the Company's activities at ordinary meetings of the General Meeting. He may delegate his powers.
The Vice-Chairman (or Vice-Chairmen) assists the Chairman in all his duties. They deputise for the Chairman in the event of his or her absence.
The General Secretary assists the Chairman in representing the Association in all civil acts. He is empowered to receive registered letters. He assists the Chairman in his administrative duties.
The Treasurer is responsible for all matters relating to the management of the Association's assets. He collects all the Association's receipts. The Internal Regulations specify whether the Treasurer is authorised to issue payments, necessarily under the supervision of the Chairman. He may be assisted in this by keeping regular accounts of all transactions. He presents a financial statement at the ordinary meetings of the General Meeting and helps to draw up the budget.
Paragraph 4 - Meetings
The Executive Committee meets as often as necessary or at the request of two of its members.
The Executive Committee may validly deliberate if half of its members are present or represented.
Decisions are taken by a simple majority, with the Chairman having the casting vote in the event of a tie.
The procedures for convening meetings, appointing proxies and voting are set out in the Internal Regulations.
Paragraph 5 - Elections
The Board of Directors elects the Executive Committee from among its members. The members of the Executive Committee are elected until the next Ordinary General Meeting, and may be re-elected.
The election procedures are set out in the Internal Regulations.
Paragraph 6 - Vacancies
In the event of a vacancy in the office of Chairman, Treasurer or General Secretary, the Board of Directors shall replace them by co-option until the next General Meeting.
In the event of a vacancy in the office of Vice-Chairman, the Board of Directors may decide whether or not to replace the Vice-Chairman by co-option until the next General Meeting.
Article 10 - The General Meeting
Paragraph 1 - Composition
The General Meeting is made up of all the members of the association.
Paragraph 2 - Powers
Ordinary General Meeting
The Chairman presents the Association's situation. He reports on the actions taken during his term of office and presents an activity report.
The Treasurer reports on his management and presents his accounts.
The Chairman's and Treasurer's quiti are then put to the vote.
The Ordinary General Meeting also enables the Board of Directors to be renewed, in accordance with Article 8.
The General Meeting may appoint one or more Honorary Chairman(s) with no specific remit.
It may be called upon to deliberate on other matters on the agenda.
Extraordinary General Meeting
The Extraordinary General Meeting is a vote to amend the association's Articles of Association and to dissolve the association.
It may be called upon to deliberate on other matters on the agenda.
Paragraph 3 - Meetings
Ordinary General Meeting
The Annual General Meeting is held each year in the month following the start of the financial year.
The General Meeting is validly constituted regardless of the number of members present.
Decisions of the Ordinary General Meeting are taken by a simple majority of the active members present or represented, with the Chairman having the casting vote in the event of a tie.
The procedures for convening meetings, appointing proxies and voting are set out in the Internal Regulations.
Extraordinary General Meeting
Extraordinary General Meetings are called by the Board of Directors or at the request of half of its members.
The General Meeting is validly constituted regardless of the number of members present.
Decisions at Extraordinary General Meetings require a two-thirds majority of the active members present or represented, with the Chairman having the casting vote in the event of a tie.
The procedures for convening meetings, appointing proxies and voting are set out in the Internal Regulations.
Article 11 - Amendments to the Articles of Association
Article 12 - Internal regulations
Article 13 - Dissolution - Liquidation
The Extraordinary General Meeting may decide to dissolve the association.
It must then appoint a liquidator by a simple majority of its active members present or represented.
The dissolution and liquidation shall be carried out in accordance with the law.
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