Among all those who adhere to the present statutes is formed an association called: Learn to Change, Change to learn (L2C)
This association is governed by Articles 21-79-III, Local Civil Code in application in the Department of Bas-Rhin, Haut-Rhin and Moselle, as well as by these statutes.
The office of the Association shall be at, 4 rue des Merles, 67800 Bischheim, France.
This seat can be transferred to another place on the decision of the Executive Bureau.
The association is registered on the ‘registrar of associations’
Schiltigheim court – 10 Rue du Tribunal – 67300 Schiltigheim 03 88 19 27 80
The purpose of the association is :
The association pursues a non-for-profit goal.
To reach these aims, the association will develop the following main actions and tools:
A Charter * will stipulate the central values that the association defends, its vision, as well as the rules of conduct in its midst.
The association is constituted for an unlimited duration.
The Association’s resources are composed by:
Membership is accessible to any physical or legal person interested in the subject of the association and ready to respect its values and comply with its statutes and charter.
The association is composed of:
Active Members
Physical or legal persons who actively participate in the life of the association and support its vision and mission. Only physical persons may apply to leadership positions (Executive Board) if they have been members for more than 3 years.
All active members have deliberative voting rights.
They pay membership fees and dues.
Legal persons (Organisations) have a specific fee and dues different from physical persons.
Founding Members
They created the Association, are signatories of the statutes and participated in the “Constitutive General Assembly”. Founding Members who are not elected in the executive board automatically gain the status of Honorary Members.
They have deliberative voting rights.
They pay membership fees and dues.
Executive Board Members
They are a subgroup of the active members. They make decisions concerning the running of the association and they lead the executive.
They are elected by the General Assembly.
They have deliberative voting rights.
They pay membership fees and dues.
Honorary Members
They have rendered services to the association. They are elected by the General Assembly, Upon proposal from the executive board.
They have a consultative vote.
They are exempt from membership fees and dues.
User Members
They join the association only to participate in one or more of its activities or benefit from one or more of its products. They do so without actively engaging in the overall activity of the association.
They have a consultative vote.
They pay membership fees and dues.
Supporting Members
They provide financial support to the association (a minimum of 25 times the basic fee amount).
They have a consultative vote.
They are exempt from membership fees and dues.
Any physical or legal person without distinction of place of residence, social origin or political affiliation, race, gender, nationality, religion enjoying their civic and moral rights and have the same aspirations as those of the association.
To be part of the association, as a user members must:
To join the association as an active member, in addition to the above requirements, one must also be approved by the executive board, which decides at each of its meetings, on applications for admission.
The executive board, by a majority of 3/5, may accept or reject any application for membership. In case of refusal, the board is not required to state the reason for this refusal.
Fees and Dues
The membership fee (droit d’entrée) is continuous and without time-limit.
Members also pay yearly dues (cotisation).
In case of interruption of dues 2 years in a row, a new membership fee will be required. Yearly dues are payable on September 1 of each year and valid for one year.
The membership fees and dues for physical persons ARE the same for all categories of members. Membership fees and dues for legal persons (Organisations) will be applied per category:
In accordance with article 10, any change in fees and dues is subject to the vote of the General Assembly.
The association’s services are available to members.
Membership is lost by:
Convening
The General Assembly is the supreme body of the association. It regroups all the members of the association.
The General Assembly meets in ordinary session every other year face-to-face or by video conference. The General Assembly can meet in extraordinary session if the circumstances demand it, convened by the President or on a proposal of a quarter of its members.
The General Assembly is called by email and within a month. The invitation to a General Assembly indicates the agenda. The General Assembly deliberates on all the items of the agenda and only on the items of the agenda.
Procedure and Voting
Proxy voting is allowed, but limited to 3 proxy (s) per member entitled to deliberative vote.
The resolutions of the General Assembly are taken by a majority of votes cast by the members present and represented. Members with a consultative vote (see article 6) can contribute without deliberative voice.
Voting is by show of hands or by acclamation, unless a quarter of the members request a secret ballot. All decisions pertaining to individual members, be they physical or legal persons, require a secret ballot.
Organization
The executive board sets the agenda. The president holds the chair of the General Assembly. Only the items that are on the agenda of the General Assembly apply. Active members can suggest agenda items to the board at least one month prior to the General Assembly. All deliberations and resolutions of the General Assembly are subject to an electronic record and are recorded in the register “of General Assembly deliberations” signed by the President and Secretary General.
Within the limits of the powers conferred to them by the local Civil Code and by these laws, the General Assembly makes decisions that are binding for all members, including those absent.
The General Assembly decides on the main orientations of the association, in line with the values that the association upholds and promotes, hears the reports on the management, and especially on the moral and financial situation of the association. The General Assembly, having deliberated and decided on the various reports, approves the accounts for the financial year, votes the budget for the following year and deliberates on all other issues on the agenda.
The General Assembly can adopt the general internal statutes and rules. The General Assembly defines the dues or fees of the association to be paid by the various categories of members.
The General Assembly designates within itself an executive board and provides for the appointment or renewal of members of this board, in accordance with Article 11 of these statutes. The General Assembly decides upon whom to bestow the quality of honorable member on proposal of the executive board.
Finally, it is competent to expel a member for any serious cause detriment to the association, in accordance with article 8.
The association is managed by an body called “Executive board”. All members of the Executive board are elected by the General Assembly.
Composition
The Executive board is composed of 5 members.
Terms of Office
Executive board members are elected for a 4-year cycle, renewable, without limit, by the General Assembly, in accordance with article 12. These members are chosen within the General Assembly itself.
In case of vacancy, the Executive board provides temporarily for the replacement of its members and proceeds to their final replacement within the next ordinary General Assembly. The powers of interim members end at the time of their replacement, or continue if they are confirmed through election by the General Assembly.
Procedures and Voting
The decisions are made by the Executive board to the majority of the present voting members.
All the members of the association that satisfy these conditions:
– active members up to date with fees and dues, who have been a member for minimum three years;
– honorary members.
are eligible to the Executive Board. All board members are elected.
The members of the Executive board have respective duties:
*in FR: “assesseurs”
Meetings
The Executive board meetings are convened by the President or the Secretary General/vice president at least 3 times a year by video-conference or f2f. The agenda is set by the President, with the counsel of the other executive board members, and joined to the electronic invitation to the meetings, that must be sent at least 7 days prior to the meeting. Only items on the agenda can be discussed. Decisions are passed by a majority of the members of the Executive board present. All deliberations and resolutions of The Executive Board are subject to the electronic minutes, on the chronological register of the deliberations and signed by the President and Secretary General.
The Executive board ensures an electronic record of the attendees (video conference).
Quorum
The presence, online or face-to face, of at least three members is necessary for the Executive board to conduct business and take decisions. The presence, online or face-to face, of the association’s President or Secretary General is required. The decisions engage all the members of the Executive board.
Procedures and Voting
The decisions are taken by vote shown by the raise of hands. However, at the request of 1/5 of the members present, votes must then be cast by secret ballot.
The executive board takes all decisions necessary for the daily management of the association that are not within the competence of the General Assembly. It provides the secretariat of the General Assembly and ensures that all documentation of information to be entered on the register of assemblies is performed within 6 months.
The Executive board has the charge of the property of the businesses and the running of the activities of the association.
It ends the budget of the association and is accountable to the General Assembly.
The Executive board studies the plans and the programs of activities before their submission to the General Assembly. It pronounces member radiations in accordance with article 8.
Responsibilities Limited to the President and Treasurer
The President and Treasurer are the sole members of the executive board who are authorized to open any bank account, perform any financial transactions, contract any loan, or sign all deeds, contracts, markets, investments, purchases, grant applications, remuneration of employees of the association necessary to the operation of the association. A threshold of 5000 euros is set, beyond which all transactions require signatures of both the President and the Treasurer.
They may bestow authorization to sign bank documents, contracts and oversee the remuneration of employees of the association to the executive director (staff member).
In accordance with the Tax Instruction No 208 December 18, 2006 (Instruction 4 H-5-06), the association may pay members of management, in ¾ limit of the minimum wage per month.
The expenses incurred in the performance of members’ and employees duties shall be reimbursed on the basis of supporting documents, stipulated in their contracts.
The association will comply with other labor laws applicable to all employers, in France.
The Extraordinary General Assembly is competent to amend the articles (Article 18) and for the dissolution of the association (Article 19).
For the validity of decisions, the Extraordinary General Assembly must include at least half of the members entitled to deliberative voting rights.
If this proportion is not reached, the extraordinary Assembly is convened again, but at fifteen days interval. It can then deliberate regardless of the number of members present (and represented).
The procedures for convening and voting are the same as those of the ordinary General Assembly provided for in Article 9.
Amending the articles of the statutes of the association shall be decided by the extraordinary General Assembly by ⅔ of the members present (and represented.) The proceedings can relate only to the adoption or rejection of the proposed amendments adopted by the management and mentioned in the agenda.
The changes will be subject to a certificate, signed by the President and the Secretary general and sent to the court within three months.
The dissolution of the association must be decided by the extraordinary General Assembly by a majority of ⅔ of members present and represented.
At this General Assembly, may be invited to participate non-member individuals who may express their opinion in writing. The meeting appoints one or more members or persons not members of the association who will be responsible for the liquidation of the association’s property.
The remaining net assets will be awarded to:
The termination will be the subject of a report signed by the President and the Secretary and sent to the court within 3 months, and be reported to the district court in order to be entered in the register of associations (Article 74 of the Local Civil Code).
The executive board establishes a charter for the rules of conduct within the association.
These rules must be publicly exposed (through the channels of communication provided by the association) in order to give everyone the opportunity to be informed.
It is signed by each member upon joining the association. It is here attached to the statutes.
These statutes were adopted by the constitutive General Assembly held in a videoconference initiated from Bischheim, France.
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In this article we answer some questions regarding the decision to transform Learn to Change from an association to a collective.
In this article, we talk about what we mean by Collective – the new form chosen by L2C – and how you can join it.
Learn to Change’s members held a General Assembly in fall 2022, in which the decision was taken to transform the association into a less formal, and more agile entity. Therefore, we will change status, going from an ‘organization’ to a less formal entity that we name “The collective”
If you feel you are committed to the vision and mission of the association, then your place is here.
We are sure that becoming a member will benefit you in many ways. Read the product description for more details or click sign up now.
