#3 Practical info: Model bylaws adapted to the structuring of a digital commons
Summary
Example of statutes proposed to associations under the 1901 law by DILA, modified to meet the objective of structuring a digital community, to be completed and adapted.
Article 1 - Name
An association governed by the law of July 1, 1901 and the decree of August 16, 1901 is hereby established between the members of the present bylaws, under the title [NAME OF ASSOCIATION].
Article 2 - Purpose
The purpose of the association is the production and development of the Project, constituted in common, i.e. as a resource produced and/or maintained collectively by a community of heterogeneous actors, and governed by rules enacted by the community, ensuring the collective and shared character of the resource.
Specify the Project, detail its resources, etc.
Members of the association undertake to pool their knowledge and activities on a permanent basis to ensure the maintenance and development of the Resource.
To this end, the association may in particular :
Specify the activities that the association could carry out, being as exhaustive as possible.
Article 3 - Registered office
The registered office is located at [PLACE].
Article 4 - Duration
The association is created for an indefinite period.
Article 5 - Membership
The association is made up of :
- Honorary members
- Active members
The creation of a special category (Honorary Members) makes it possible to recognize members' contributions in kind.
Article 6 - Contributions
Active members are those who have undertaken to pay an annual membership fee of € [...].
Honorary members are those who have contributed to the maintenance and development of La Ressource, or who have rendered outstanding services to the association.
Honorary members are exempt from dues.
Article 7 - Deregistration
Membership is lost by :
- Resignation;
- Death;
- Expulsion by the Board of Directors for non-payment of membership fees or serious grounds, after the member concerned has been invited (by registered letter) to provide explanations before the Board and/or in writing.
Specify the procedures for cancellation, and the member's options for defence and appeal.
Serious reasons can be specified here or in the internal regulations.
Article 8 - Resources
The association's resources include :
- Entry and membership fees;
- Subsidies from the State, départements and communes.
- All resources authorized by current laws and regulations.
If this has not been done in article 2, specify here that the association will carry out economic activities, and if so, which ones. Article L.442-7 of the French Commercial Code stipulates that "no association [...] may, on a regular basis, offer products for sale, sell them or provide services if these activities are not provided for in its articles of association".
The association's resources are distinct from the Resource, whose maintenance and development is the association's purpose.
Article 9 - Ordinary General Meeting
The Ordinary General Meeting comprises all members of the association in whatever capacity. It is the sovereign body of the association.
Each member has one vote at the General Meeting.
Compliance with the democratic principle whereby each member has one vote within the association is not legally required. It is therefore important to incorporate it into the articles of association, to ensure that the association's operations are in line with the principles and values of the digital commons.
It meets every year in the month of [...].
At least fifteen days before the date of the meeting, the members of the association are convened by the secretary. The agenda appears on the invitation.
- The Chairman, assisted by the members of the Executive Committee, chairs the meeting and reports on the association's moral situation and activities.
- The treasurer reports on his management and submits the annual financial statements (balance sheet, income statement and notes) for approval by the Annual General Meeting.
- The Annual General Meeting sets the annual dues and entrance fees to be paid by the various categories of members.
- Only items on the agenda may be discussed.
Decisions are taken by majority vote of members present or represented (or of votes cast).
Once the agenda has been completed, the outgoing members of the Board are replaced.
It is advisable to set quorum and majority conditions for the validity of deliberations at the Ordinary General Meeting. Provide for rules of representation for absent members if necessary.
All decisions are taken by a show of hands, except for the election of Board members.
Decisions taken at General Meetings are binding on all members, including those absent or represented.
Extraordinary General Meeting
If necessary, or at the request of half plus one of the registered members, the Chairman may convene an Extraordinary General Meeting, in accordance with the procedures set out in these Articles of Association and solely for the purpose of amending the Articles of Association, dissolving the company or dealing with real estate.
The procedure for convening the meeting is the same as for the Ordinary General Meeting.
Resolutions are passed by a majority of members present.
Article 11 - Office
The General Meeting elects from among its members an Executive Board comprising X co-chairmen.
The Board represents the association and manages day-to-day business, under the supervision and within the limits of the powers conferred on it by the General Meeting.
The role, functions and responsibilities of the Executive Board will be set out in a set of by-laws, in accordance with the provisions of Article 13.
It is advisable not to multiply roles and prerogatives, and to opt instead for a board made up of several co-presidents, all with the same prerogatives, notably legal representation of the association.
Article 12 - Compensation
All functions, including those of Board members, are free of charge and voluntary. Only expenses incurred in the performance of their duties are reimbursed, based on receipts. The financial report presented to the Annual General Meeting sets out, by beneficiary, the reimbursements of mission, travel and representation expenses.
These provisions can be refined in internal regulations (nature of expenses, missions, status of beneficiaries, etc.).
Article 13 - Internal regulations
Rules of procedure are drawn up by the General Meeting and appended to these Articles of Association.
These regulations are intended to set out the various points not covered by the present bylaws, in particular those relating to the internal administration of the association and the division of powers between the General Meeting and the Executive Committee.
Article 14 - Dissolution
In the event of dissolution in accordance with article 10, one or more liquidators are appointed, and the net assets, if any, are transferred to a non-profit organization (or an association with similar aims) in accordance with the decisions of the Extraordinary General Meeting ruling on dissolution. Net assets may not be transferred to a member of the association, even in part, unless a contribution has been made.
Article 15 - Liberalities
The association's annual report and accounts are sent each year to the Préfet of the département, in application of articles 6 and 11 of the law of July 1, 1901.
The association undertakes to produce its registers and accounting documents at the request of any administrative authority concerning the use of donations it is authorized to receive, and to allow representatives of these authorities to visit its establishments and report to them on the running of the said establishments.