Official Statutes

ARTICLE 1: Name and Location

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

ARTICLE 2: Object and Purpose

The purpose of the association is :

• To promote a vision of education embedded in human rights, equity and social justice and human emancipation;
• To promote education for democracy through appropriate governance, content and pedagogies;
• To develop, collect and spread ideas and practices that promote educational transformation;
• To support the educational activities of its members;
• To carry out and contribute to educational research;
• To carry out all actions to facilitate and disseminate the values and action of the association.

The association pursues a non-for-profit goal.

ARTICLE 3: Means of Action

To reach these aims, the association will develop the following main actions and tools:

• An online community of practice;
• An online resource centre;
• Training events, meetings, conferences, at local, national and international levels;
• Consultancy and services;
• Advocacy;
• Research projects;
• Educational projects in formal and non-formal contexts;
• Online publications and other publishing activities;
• Partnerships with schools, universities, research institutes, education authorities, NGOs and organisations with similar aims;
• Volunteers;
• Other actions to strengthen the aim of the association.

A Charter * will stipulate the central values that the association defends, its vision, as well as the rules of conduct in its midst.

ARTICLE 4: Time Limit

The association is constituted for an unlimited duration.

ARTICLE 5: Resources

The Association’s resources are composed by:

• Membership fees;
• Proceeds from events organized and developed by the association;
• Proceeds from the sale of the association’s products;
• Funding from public or private organizations;
• Donations;
• Sponsorship;
• Income, property and assets of the association;
• All resources authorized by the law and regulations.

ARTICLE 6: Members

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.

ARTICLE 7: Membership procedure

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:

• Complete a membership form;
• Pay a membership fee (droits d’entrée);
• Pay and be up to date with dues (cotisation);
• Sign the association’s charter.

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:

• « Personnes physiques » (inidividuals): 35 euros.
• « Personnes morales » (organisations) selon le barème suivant:
  • Up to 25 employees: 150 euros
  • from 26 to 50 employees: 200 euros
  • from 51 to 100 employees: 250 euros
  • from 101 to 200 employees: 500 euros
  • more than 200 employees: 750 euros

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.

ARTICLE 8: Loss of Membership

Membership is lost by:

• Death;
• Resignation in writing to the board without notice;
• Non-payment of membership fee (droits d’entrée) and /or 2 consecutive dues (cotisations) by the due date, as per article 7;
• Exclusion pronounced by the General Assembly for serious reasons. The member concerned is first invited to provide a written explanation of their position to the board;
• Exclusion by the board is possible for reasons of infringement of the basic core values of the association and/or any action contrary to the best interest of the association;
• Exclusion of Executive Board members is possible:  it can be pronounced by the General Assembly in a majority vote or voted by the Executive Board members by a majority of 4/5. In the event of infringement of the fundamental values of the association and and/or on any action contrary to the interests of the association, a member of the Board may be excluded in immediate manner by the Executive Board. This member will be invited to explain his/her position at the next General Assembly which will decide his permanent exclusion or reinstatement.

ARTICLE 9: The General Assembly

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.

ARTICLE 10: Powers of the Ordinary General Assembly

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.

ARTICLE 11: Management (Executive Board)

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.

1. The president
2. The secretary general
3. The general treasurer
4. 2 Counselors

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.

ARTICLE 12: Access to executive board

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.

ARTICLE 13: The Executive board positions

The members of the Executive board have respective duties:

• The President: represents the association in its civil life. Ensures compliance with statutes and safeguarding the moral interests of the association. Presides over the association in the scope of his/her activities. Leads the Executive Board and presides over the general assemblies. Supervises to the execution of the decisions taken by the General Assembly. Sign all financial transactions. Is in charge of the material management of the association and ensures its good functioning. May delegate to other board members for the exercise of her/his representative functions.
• The Secretary General: is also vice-president. Keeps the archives of the association; Helps the president and replaces him/her in case of an impediment. Is responsible for everything concerning the correspondence of the association. Holds the record of the proceedings of General Assembly and the record of the proceedings of the management. Presents the moral report to the association at the end of its biennial exercises. Under the authority of the president, he/she is charged with the relations with national and international associations, organizations, institutions and movements.
• The Treasurer: is in charge of the management of the financial resources of the association. Keeps the bookkeeping documents up to date, which are submitted to General Assembly. Presents a yearly balance sheet of the resources of the association to the Executive board and to the General Assembly.
• The Counselors*: Helps the members of the executive board in the exercise of their function.

*in FR: “assesseurs”

ARTICLE 14: The Executive board meetings

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.

ARTICLE 15: The powers of the executive

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).

ARTICLE 16: Remuneration and Reimbursement

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.

ARTICLE 17: Extraordinary General Assembly and Organization

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.

ARTICLE 18: Amendment of Articles

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.

ARTICLE 19: Termination of the Association

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:

• an association with similar goals,
• an organization of general interest (school, NGO, movement, union …) chosen by the Termination Extraordinary General Assembly.

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).

ARTICLE 20: The Charter

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.

ARTICLE 21: Approval of the Statutes

These statutes were adopted by the constitutive General Assembly held in a videoconference initiated from Bischheim, France.

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