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Articles of Association

ASSOCIATION OF SERVICES FOR EXPATRIATES « ASFE »

STATUTS
 
Updated following the Combined General Meeting of June 18, 2015

TITLE I - FORM - NAME - DURATION – REGISTERED OFFICE - PURPOSE

ARTICLE 1 - FORM, NAME AND DURATION

A non-profit association (a legal entity under French law) governed by the French Act of July 1, 1901, amended by the Act of July 20, 1971 and the decree of August 16, 1901 was created on April 30, 1992 for an unlimited duration under the following name:
 
“Association de Services pour les Français de l’Etranger" abbreviated to "ASFE".
 
The name has been changed to "Association of Services For Expatriates" and continues to be abbreviated to "ASFE".

ARTICLE 2 – SIEGE

It is registered office is located at:
 
Season, 39 rue Mstislav Rostropovitch 75815 Paris cedex 17
 
It may be transferred to any other place as decided by the Board of Directors.

ARTICLE 3 - PURPOSE

The purpose of this association is :
  • to create a spirit of solidarity between its enrolled members (individuals or legal entities) who are required to reside and/or stay temporarily in a country other than their country of nationality,
  • to provide its enrolled members with information on life abroad, and in particular on benefits schemes around the world,
  • to freely allow its enrolled members, if they so decide, to benefit from insurance coverage purchased by the association from independent insurance companies to cover the health, life/disability and assistance risks of those members and, where applicable, those of their dependents..

TO AVOID ANY CONFUSION, IT SHOULD BE NOTED THAT THE ASFE IS A NON-PROFIT ASSOCIATION.
CONSEQUENTLY, THE ASFE IS NOT A COMMERCIAL COMPANY, NOR AN INSURANCE COMPANY, NOR A  PRIVATE INSURANCE PROVIDER NOR AN INSURANCE INTERMEDIARY...

TITLE II - MEMBERS OF THE ASSOCIATION

ARTICLE 4 - MEMBERS

The association consists of :
  • the founding members who paid an amount set by the Board of Directors having met further to the signature of the founding articles and which was intended to provide the initial funds required for the operation of the association.
  • enrolled members (individuals or legal entities) who freely decided to join the association in compliance with the provisions of these articles, and with Article 5, and, accordingly, have made the commitment to pay the ‘individual’ membership fee set annually by the Board of Directors.
  • honorary members; appointed, where applicable, by the Executive Committee of the Board of Directors to bring to the association persons who are :
  1. either non-members who agree to offer moral support to the association,
  2. or former or current members as a reward for services rendered.
Honorary members are exempt from payment of the membership fee.

ARTICLE 5 – ENROLLMENT


To apply for membership of the association as an enrolled member, the following conditions must be met :
  • individuals: must reside and/or be staying temporarily in a country other than the country of nationality ;
  • legal entities: must have the intention of making the benefits of the association available to employees residing and/or staying temporarily in a country other than the country of nationality ;
  • an application must be submitted consisting of the documents required for enrollment (enrollment is confirmed once the application is complete) ;
  • the application form must be signed.
All enrollments require an express commitment to comply with all of the obligations of these articles, those set out in the rules and regulations, if such rules and regulations exist, and the obligation to pay the membership fee within the set timescales.

ARTICLE 6 - RESIGNATION - EXCLUSION - DISENROLLMENT – DEATH

The following members will cease to belong to the association and will therefore lose their membership and the associated benefits (including the benefit of the insurance coverage purchased by the association), although their departure will not lead to the dissolution of the association :
  1. those who submitted their resignation by registered mail with proof of delivery to the association’s registered office at least one  month previously.
  2. This resignation automatically brings to an end the entitlement to insurance coverage. those who have been excluded by the Executive Committee of the Board of Directors.Exclusion is decided in cases of non-compliance with these articles or on serious grounds. (Insulting or defamatory statements with regard to the ASFE or the insurance broker to whom the association has entrusted its administration are deemed to be serious grounds justifying exclusion). In cases of non-compliance with these articles or on serious grounds, formal notice will be issued by registered mail. If no reparation is made within fifteen (15) days, the decision to exclude (which is the exclusive competence of the Executive Committee of the Board of Directors) will be notified to the excluded member by registered mail with proof of delivery. This exclusion automatically brings to an end the entitlement to insurance coverage.
  3. those who have been automatically disenrolled for non-payment of the annual membership fee, after one (1) reminder has been sent following which payment of the membership fee was not made within 10 days.This disenrollment automatically brings to an end the entitlement to insurance coverage
  4. Deceased members, without prejudice to the payment by their heirs of the sums due in respect of the membership fee on the day of death, including the membership fee for the current year, it being specified that the spouse and dependents continue to be entitled to benefits for the current year.At the end of this period, the benefits will cease automatically with no special formalities required.
  5. Those who do not meet any one of the conditions required for membership.
It is expressly agreed that in all the aforementioned cases (resignation, exclusion, disenrollment or death), the association will retain the full annual membership fee. No refund will be made for any reason whatsoever.

ARTICLE 7 - LIABILITY OF MEMBERS

No member of the association, in any capacity whatsoever, will be held personally liable for the commitments made by the association; liability in respect of these commitments is limited to the total amount of the association’s resources.

TITLE III – ADMINISTRATION

ARTICLE 8 - BOARD OF DIRECTORS

The Board of Directors consists of at least 3 members and a maximum of 6 from the members as defined in Article 4 of these articles.
 
The members of the Board of Directors are elected (by secret ballot and majority vote) and renewed by the Ordinary General Meeting for a period of three (3) years expiring at the end of the General Meeting which approved the accounts of the previous financial year and in the year in which the said mandate expires.
Outgoing members are eligible for re-election. 
 
In the event of the death, resignation or disenrollment of a director, the board will appoint a new director for the remainder of the term of office of his or her predecessor, subject to approval of this appointment by the next General Meeting.
 
Directors may not be remunerated as a result of their mandate but must be reimbursed for reasonable expenses incurred in the performance of their duties. These reimbursements are processed on presentation of specific supporting documents and following approval by the President and the Treasurer with special archiving arrangements applying to the corresponding documents.
 
The directors of the association benefit from the coverage provided for by the French law of December 6, 1961 in respect of accidents occurring as a result of, or in the course of, their duties.

ARTICLE 9 - MEETINGS AND DELIBERATIONS OF THE BOARD


The Board meets at least once a year by invitation of the President by any means.
 
Decisions are taken by a majority vote, with no quorum required.
In the event of a tie, the President has the casting vote.
The directors (other than the President) may appoint a proxy to represent them at Board meetings.
 
Board members may take part in meetings (debates and votes) by videoconference or telecommunication systems which allow them to be identified and guarantee their effective participation. They are then deemed to be present.
 
Any Board member who has failed to attend 3 consecutive meetings and has not sent his or her apologies will be deemed to have resigned.
If the Secretary or the Treasurer is absent or prevented from attending, they will be replaced by a Director chosen by the President.
 
The deliberations of the Board are recorded in minutes kept in a special register and signed by the President and a member of the Board who will provide any extracts or copies required.

ARTICLE 10 - POWERS OF THE BOARD


The Board of Directors is vested with the broadest powers to manage, direct and administer the association within the scope of its purpose and subject to the powers granted to the general meeting by the articles of association.
 
The Board oversees the management of the members of the Executive Committee and has the right to request an account of its activities at any time.
 
The Board of Directors authorizes the President and the Treasurer to make all necessary transfers of the property and assets belonging to the association.

ARTICLE 11 - EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS

The Board chooses an executive committee from among its members. This committee consists of 3 persons :
  • a President,
  • a Treasurer,
  • a Secretary.
The President, the Secretary and the Treasurer are elected for the duration of their mandate as directors by the Board of Directors by an absolute majority of the members of the Board. If an absolute majority is not reached after two rounds of voting, the Board will decide by a relative majority.
 
The Executive Committee is collectively responsible for the day-to-day management of the association and monitors the implementation of decisions made by the Board of Directors.
 
The Executive Committee rules on all enrollments, disenrollments and exclusions of members of the association.
 
The President combines the roles of President of the Executive Committee, the Board of Directors and the association.
He or she convenes general meetings and meetings of the Board of Directors.
He or she represents the association in all civil matters and is vested with all powers for this purpose.
 
In particular, he or she is entitled to take part in court proceedings in the name of the association, whether as a plaintiff or a defendant, to make all appeals and to consent to all settlements. The right to take part in court proceedings includes the right to agree a settlement.
 
He or she presides over all meetings.
If the President is absent or prevented from attending, he or she will be replaced by the longest-serving director or, in cases of equal seniority, by the eldest in terms of age.
 
 The Secretary ensures the proper operation of the association in respect of material, administrative and legal matters.
 
He or she prepares the minutes of meetings or assemblies and, in general, all records relating to the operation of the association with the exception of those relating to the accounts.
 
He or she keeps the special register provided for in Article 5 of the law of July 1, 1901 and Articles 6 and 31 of August 16, 1901. He or she carries out the formalities prescribed by these articles.
 
The Treasurer makes all payments and receives, under the supervision of the President, all sums due to the association. He or she may only transfer the amounts ​​which make up the reserve fund with the authorization of the Board of Directors.
 
He or she keeps regular accounts of all transactions carried out by him or her and reports to the Annual General Meeting which approves the management if necessary.

TITLE IV - GENERAL MEETINGS

ARTICLE 12 - INVITATIONS - COMPOSITION AND TIME OF MEETINGS

All members of the association whose membership fees are up-to-date may attend the general meetings and take part in the voting.
 
Members of the association come together in general meetings at least once a year. The meetings are deemed to be ‘extraordinary’ if their decisions relate to an amendment of the articles of association and ‘ordinary’ in other cases.
 
Its decisions are binding on all.
 
Meetings include all members of the association with each member being entitled to one (1) vote. A member of the association may be represented by his or her spouse or by another member of the association, if they are in possession of a proxy for this purpose. It should be noted that a member may not have more than three proxies.
Legal entities are represented by their current legal representative or by any other person whose authorization has been notified to the association and who is in possession of a proxy for this purpose.
 
Voting by mail is forbidden.
 
For all meetings, notices must be sent at least 15 (fifteen) days in advance and specify the agenda, location, day and time of the meeting, which may be held at the registered office or at any other place, by standard letter or by publishing an announcement in a legal gazette or in the newsletter published by the association, if such a newsletter exists.

ARTICLE 13 – EXECUTIVE COMMITTEE OF THE MEETINGS

The Executive Committee which presides over General Meetings is the Executive Committee of the Board of Directors.
 
The President presides over general meetings, sets out the items on the agenda and conducts proceedings.
If the President is unable to attend, he or she will be replaced by another member of the Executive Committee.

ARTICLE 14 - ORDINARY GENERAL MEETINGS

The Ordinary General Meeting is provided with a report on the work carried out by the Board of Directors and the Treasurer’s accounts. It then rules on their approval.
 
It rules, with no possible appeal, on all matters relating to the operation of the association, gives all authorizations to the Board of Directors, the President and the Treasurer to carry out all operations within the scope of the association which are not contrary to the provisions of the law of July 1, 1901, for which the powers conferred on them by the articles would not be sufficient.
 
All the deliberations of the Ordinary General Meeting are approved by a majority of the members present or represented, regardless of the number of members present or represented.  In the event of a tie, the President has the casting vote.
 
It meets at least once a year, within six months of the end of the previous financial year.

ARTICLE 15 - EXTRAORDINARY GENERAL MEETINGS

The Extraordinary General Meeting rules on all urgent matters submitted to it. In particular, it may amend the articles of association, decide on the early dissolution of the association, order the continuation or dissolution of the association, its merger with any other association with similar aims, or its membership of any union of associations.
 
If an Extraordinary General Meeting is called, members who are unable to attend may appoint another member of the association to represent them. This must be done in writing bearing an authorized signature and the stamp duty must be paid.
 
The Extraordinary General Meeting may validly deliberate, with no quorum required, regardless of the number of members present or represented.

TITLE V - ASSOCIATION RESOURCES

ARTICLE 16 - RESOURCES

The resources of the association consist of :
  1. the membership fees paid by all members, irrespective of the category to which they belong, the amount of which is set each year by the General Meeting,
  2. all the sums it may legally collect,
  3. the interest accrued on the above-mentioned sums.

TITLE VI - DISSOLUTION – LIQUIDATION

ARTICLE 17 - DISSOLUTION – LIQUIDATION

In the event of the voluntary, statutory or involuntary dissolution of the association, the Extraordinary General Meeting will appoint one or more liquidators who will have the broadest powers to liquidate assets and discharge liabilities.
 
The net proceeds of the liquidation will be transferred to an association with similar aims to be selected by an Extraordinary General Meeting of the members.

ARTICLE 18 - RULES AND REGULATIONS

Rules and regulations may be drawn up by the Executive Committee and approved by the Board of Directors who will, where required, specify and supplement the statutory provisions relating to the operation of the association.
Adherence to the articles of the association automatically implies adherence to the rules and regulations.

TITLE VII – FORMALITIES

ARTICLE 19 - DECLARATION AND PUBLICATION


Any amendments to the articles of association will be declared to the prefecture within three months and will be entered in the special register provided for under the legal provisions.
 
The Board of Directors will complete the declaration and publication formalities prescribed by law.
 
To this end, all powers will be granted to the bearer of an original of these articles.