STATUTES OF BLOOM ASSOCIATION
Modified in Extraordinary General Assembly on March 19, 2013
TITLE I: ESTABLISHMENT – CORPORATE PURPOSE
Article 1: Establishment and name
An association is created between the members of the present statutes, governed by the law of the 1st of July 1901 and the Decree of the 16th of August 1901, with the name: “BLOOM Association.”
Each member of the association:
– Recognizes the creation of the association to the effective date of its registration, March 9, 2005, in accordance with the above-named Act under the deposit of the statutes in the Paris Prefecture.
– Confirms and agrees to the statutes as a member of the association.
Article 2: Object
The association aims to:
– Firstly, the implementation of operations for the protection of the environment through education and an outreach approach of environmental issues with the public,
– Second, to conduct outreach and education for the public and policy makers on the issues of environmental protection,
– In general, the realization of any related or incidental operation for its main object.
Article 3: Head office
The head office of the association is at 27 rue du Faubourg Montmartre, Paris 9th district. It can be transferred to any other place decided by the Board of Directors.
Article 4: Duration
The duration of the association is unlimited.
TITLE II – MEMBERSHIP
Article 5: Composition
The association is composed of honorary members, active members and associate members.
5-1: These have the quality of honorary members:
• The founding members of the first signatories of the statutes are Nouvian Claire Denis, Berger and Pierre Naim
• ” BLOOM Advisors ” whose role is defined in Article 16 hereof.
Honorary members, natural or legal persons, are ex-officio members of the General Assembly under the conditions laid down in Article 18 below.
They are exempt from paying the subscription.
5-2: Active members
These have the position of active members:
• Oceans Ambassadors, whose role is defined in Article 17 below. They are exempt from paying the fee.
• The natural or legal persons whose applications have been approved by the Board of Directors and who have paid the subscription.
Active members participate in General Meetings, they can vote.
5-3: Associate members: they support the project of the association and have one or more representatives at the General Assembly, the representative(s) is(are) designated by the Board of Directors.
Article 6: Termination of Membership
Membership is lost by:
• Resignation by letter addressed to the President of the Association.
• Exclusion made by the Board of Directors for violation of these statutes or serious misconduct on the moral or material prejudice to the association ; the person is previously invited to present his defense.
• Radiation issued by the Board for non-payment of annual subscription three months after deadline.
Resigning or excluded members are required to pay arreared subscriptions and subscriptions for the current year in accordance with legal rules.
TITLE III – MEANS OF ACTION, ASSOCIATION RESOURCES AND ACCOUNTING
Article 7: Means of action
To carry out the objectives identified in its corporate purpose, the association may in particular acquire, dispose of and manage any iconography as part of a project to build a literary work, acquire, dispose of and manage video rights within the framework of conferences or exhibitions, edit any literary work combining text and illustrations, make any communication operation around literary works combining text and illustrations (for example, organizing exhibitions, conducting advertising operations such as promotion leaflets distribution), to distribute any literary work combining text and promotion, whether in person or through distribution contracts, ensuring the production of any show or event combining text, illustrations, vivid representation whatsoever in person or through partnerships.
It may also organize any communication operation intended for the public around the goals set forth above, including the distribution of by-products, such as postcards, magnets, bookmarks, t-shirts, etc..
It may, in general, enter into any partnership agreement helping to achieve its goals.
Article 8: Resources Association
The resources of the Association consist of membership subscriptions, direct donations, possible state, regions, departments, municipalities, public institutions subsidies, grants from private institutions, sponsorship and patronage receipts, festivals and events products, property interests and values it could have, funds from the sale of products and the production of services in the course of its business as defined in the Article 7 above. And all resources authorized by the law.
Article 9: Accounting
An accounting is maintained for the record of all financial transactions in accordance with the chart of accounts of associations.
The yearly accounts are made available to all members during the fifteen days preceding the date of the Ordinary General Assembly called to approve the financial statements for the year ended.
Article 10: Auditor
A statutory auditor and one alternate auditor will be appointed by the Board of Directors as soon as the association will find itself in the legal obligation to appoint one. This appointment must be ratified by the next Ordinary General Assembly. The statutory auditor shall exercise its supervisory role under the conditions set by the standards of his profession.
Title IV – ADMINISTRATION AND OPERATION
Article 11: Administration
The association is administrated by a Board of Directors that choses, every three years, a Board consisting of at least a President, a Director and Treasurer.
The Board of Directors consists of three to nine members, as decided by the General Assembly. The appointment of members of the Board is subject to the vote of the next General Assembly.
In case of vacancy, the Board of Directors provides temporary replacement of its members.
The term of the members of the Board normally terminates at the end of their mandate at the next General Assembly. This also applies to members of the Board whose term of three years on the Board of Directors would not end at the expiry of their term as members of the General Assembly.
If a member of the Board whose term of three years on the Board of Directors would not end at the expiry of his term as a member of the General Assembly, saw its mandate renewed, then he(she) continues naturally its mandate at the Board until the renewal of the third of members with which he(she) belongs.
The office consists of at least two members and five members at the most, all elected for three years by the General Assembly. Are eligible to the Board honorary members and associate members who joined the association for at least three years. Retiring members may be reappointed.
The Board is notably composed of the following members: a President, Director, Treasurer.
In his absence, the Treasurer may delegate its functions to the President or another member of the Board of Directors.
In case of vacancy (death, resignation, expulsion, etc..), The Board shall provide for its replacement by appointing a member from among the persons referred to in paragraph 1 above for the remaining term of office of the member whose seat is become vacant.
Article 12: Meeting
The Board of Directors meets in any place, convened by the President.
The notice to attend shall specify the agenda and be sent by e-mail at least three days prior to the meeting.
The Board of Directors may validly deliberate without a quorum, the presence of the President or his representative, however, is required.
Each member can commission another member, the number of powers being limited to two.
Decisions of the Board are taken by a majority vote of the members present or represented, the President having a casting vote in case of a tie.
Article 13: Powers
The Board of Directors is invested generally with the broadest powers to manage, direct and administer the Association within the object of the association and in the resolutions adopted by the General Meetings.
It defines the policy and general guidelines of the Association. It may authorize all acts and operations allowed for the Association and not reserved for the Ordinary or Extraordinary General Meeting.
It decides on admissions, exclusions and radiation of members.
It may, in cases of serious misconduct, suspend the members of the Board with a majority vote.
The Board of Directors approves the annual accounts to be presented at the General Assembly. It also sets the budget. It authorizes the President and Treasurer to do all acts, purchases, transfers and investments recognized as necessary, of property and securities belonging to the Association and to make necessary deals and contracts for the pursuit of its object. It appoints and determines the remuneration of the Association’s staff. It may delegate all or part of its duties to some of its members.
Article 14: Remuneration
The positions of the Board members are volunteer.
Costs and expenses incurred in the performance of their duties will be reimbursed on the basis of supporting documents.
The financial report presented at the General Assembly must specify the reimbursements of mission and travel expenses or expenses of representation paid to Board members.
If necessary, regulated agreements should be reported as required by law.
Article 15: Roles of Board members
15.1 The President is elected for three years by the Board of Directors from among its members.
The President shall convene and preside at meetings of the Board, the Board of Directors and the General Assembly and shall set the agenda.
The President is responsible for the daily management of the Association, acting on behalf and for the account of the Board and the Association.
He directs the staff of the Association, shall make the hiring and firing.
He is qualified to represent the Association in all acts of civilian life and has all powers necessary to engage it:
• He may, by decision of the Board of Directors, bring any legal action to defend the interests of the Association, make any transaction form and any appeal. He can only be replaced by a proxy acting under a special power of attorney.
• He signs all acts and contracts necessary to carry out the decisions of the Board of Directors and the General Assembly, he ordered expenditures, proceeds to the payment and collection of revenue. He is, to this end, invested with the banking signature. The President may freely delegate signature for the exercise of certain powers to another member or employee of the Association. This delegation may be intended for the banking signature.
• He presents the annual budget and controls its execution.
In his absence, he may delegate, on the advice of the Board, his powers to another member of the Board.
The President may resign after having sent a registered letter with recorded delivery at least three months in advance.
15.2: The Treasurer
He is responsible for the regular maintenance of the accounts of the Association and the preparation of financial statements. He establishes a financial report presented at the Assembly. He conducts the annual recovery of subscriptions.
Article 16: BLOOM Advisors – Honorary Members
The Board of Directors may designate ” BLOOM Advisors ” selected on the basis of their interest in the fields of the object of the Association and for their specific expertise in areas related to the development of the Association. The role of BLOOM Advisors incorporates the function of ” Ocean Ambassador ” but also a role in internal projects of the Association in order to support its development. Advisors are regularly approached by Board members on strategic issues for the development of the Association.
Article 17: ” Ocean Ambassadors ”
The Board of Directors may appoint ” Ocean Ambassadors ” selected on the basis of their interest in the subject areas of the Association. Their role is to promote the image and actions of BLOOM. Their role is also to relay the educational message of BLOOM to various audience categories.
Article 18: Individual Members
The organization has individual members. To be a member, one must have sent the membership form to the Association and have an updated subscription. Members are represented by one or more representatives at the General Assembly, the representative is designated by the Board of Directors, and they have a consultative voice.
The amount of the annual subscription is set by the Board of Directors.
Article 19: Common provisions for the holding of Assemblies
General Assemblies shall consist of active members of the Association with updated subscriptions, honorary members and representatives of the members.
The Assemblies shall be convened by the President of the Association or at the request of members representing at least one quarter or one third of the members of the Board of Directors. In the latter case, notices must be sent within five days of the filing of the application for the Assembly to be held within fifteen days of the dispatch of such notices.
The notices must mention the planned agenda set by the Board. In the latter case, notices must be sent within five days of the filing of the application for the Assembly to be held within fifteen days of the dispatch of such notices.
They are made by email addressed personally to the members at least fifteen days in advance.
The resolutions passed by the General Assembly will only be valid if mentioned on the items on the agenda.
The President chairs the Assemblies and may delegate his duties to another member of the Board.
The Board of the Assembly may be that the Board.
The proceedings are recorded in the minutes written down in a register and signed by the President.
Postal vote is not allowed.
An attendance sheet is held and signed by each member present and certified exact by the Board.
Active corporate members may be represented either by their legal representative or by any person delegated by them. An incumbent and a substitute will be designated for this purpose, whose names will be announced prior to the Assemblies.
Article 19: Nature and powers of Assemblies
Regularly constituted General Assemblies represent all their members.
Within the limits of the powers conferred upon them by these statutes, the Assemblies bind by their decisions all members including absent members.
Article 20: Ordinary General Assembly
At least once a year and whenever necessary, members are invited to attend the Annual General Assembly under the conditions defined in Article 19 hereof.
The Annual General Assembly may be held at any time during the year.
The Assembly hears the reports on the management of the Board, including the legal and financial situation of the Association. If necessary, the auditor shall read his reports.
The Assembly, having deliberated and decided on various reports, approves the accounts for the financial year, votes for the budget for the following year and discusses all issues on the agenda.
The Ordinary General Assembly appoints and renews the mandates of Board members in accordance with Article 11 hereof.
The Ordinary General Assembly may appoint and revoke the President.
These appointments and dismissals are taken when holding an Ordinary General Assembly, either annually at the approval of the accounts, or at an extraordinary meeting at any time.
Decisions of the Ordinary General Assembly shall be taken by majority of the members present or represented (each member can hold no more than five proxies) freehand. However, at the request of at least one quarter of the members present, the votes shall be by secret ballot.
Article 21: Extraordinary General Assembly
It is convened in accordance with Article 18 hereof.
It can decide if at least one quarter of the members is present and represented, on first notice. No quorum is required on second notice.
It decides on matters within its exclusive jurisdiction, namely the early dissolution and statutory changes, except as regards the corresponding amendment to the transfer of the registered office.
Decisions are made mandatory at a two-thirds majority of members present.
Voting shall be freehand unless at least one quarter of the members requires a secret ballot.
TITLE V – DISSOLUTION OF THE ASSOCIATION
Article 22: Dissolution
The dissolution is at the request of the Board, by an Extraordinary General Assembly convened especially for this purpose.
Conditions for convening and procedures for holding such a meeting shall be those provided in Article 19 hereof.
For the validity of decisions, the Assembly must be at least half plus one of the members entitled to vote.
If this proportion is not reached, the Assembly is reconvened, at a fifteen days interval. It will then deliberate whatever the number of members present.
Voting shall be by freehand unless at least one quarter of the members requires a secret ballot.
Article 23: Transmission of property
In case of dissolution, the Extraordinary General Assembly shall appoint one or more liquidators who will be responsible for liquidating the property of the Association and shall determine their powers.
Under no circumstances, the members of the Association will not be given any part of the property of the association, apart from to the recovery of their contributions.
The remaining net assets must be allocated to one or more other organizations with similar goals who will be named by the Extraordinary General Assembly.
TITLE VI – INTERNAL RULES
Article 24: Internal Rules
Internal Rules may be established by the Board, which are then approved by the General Assembly.
The Rules are intended to regulate various elements not provided for in these statutes, in particular those related to the practical operation of the association’s activities.
Article 25: Administrative formalities
The President of the Board shall perform all the formalities of declaration and publication required by the law of the 1st of July 1901 and the Decree of the 16th of August 1901 both at the time of the creation of the Association and in the course of its existence.
The Prefect of the region of the head office of the Association will be provided information of all changes ocurred in the administration or management of the Association within three months.
Made in Paris
On March 19th, 2013