I-CONSTITUTION OF THE ASSOCIATION

Article 1

It is founded as an Association between the adherents to the present statutes and governed by the law of July 1st, 1901 and the decree of August 16th, 1901 and having as its title:

C.R.MACKINTOSH en ROUSSILLON

This association aims to make known the life and works of Charles Rennie Mackintosh (1868-1928) in France and abroad, through the organisation of events and cultural initiatives (painting, sculpture, music, architecture) and exchanges between the Eastern Pyrenees and other regions and countries. Its duration is unlimited.

Article 2

Its registered headquarters are The Cultural Center – Place Castellane – 66660 Port-Vendres. It can be moved by simple decision of the Board of Directors.

Article 3

The association can resort to all types of action, which allow it to legally support the purpose set in these statutes, including: publications (all media), conferences, museums, exhibitions, training and organisation of cultural courses.

Article 4

The Association is made up of :

1. a) Active members and adherents
2. b) Goodwill members
3. c) Members by right – see Internal Regulations (RI)

Article 5

Each member undertakes to respect the present statutes and the rules of procedure that they will sign upon payment of their contribution. They pay a contribution, the amount of which is set by the Annual General Meeting (AGM) on the proposal of the Board of Directors.

Article 6

Membership is lost by:

1. a) Resignation.
2. b) Death.
3. c) Cancellation decreed by the Board of Directors for non-payment of the subscription or for a serious reason after the accused member has been heard and entitled to provide explanation (see RI).

Article 7

Affiliation. The current Association is not affiliated to any organisation but reserves the right to be adherent to other Associations, unions or groups by décision of the Assembly General.

Article 8

The Association’s resources are made up of:

1. 1. The subscriptions of the adherents.
2. 2. Grants from the European Community, the Council of Europe, international funds, the state, the regions, the departments, the communes and the community of communes.
3. 3. The sums received in return for the actions and services provided by the association
4. 4. Manual donations and other resources authorised by legislative and parliamentary statements.

Donations and financial compensation received by the Association cannot become the property of all, or a part of one or more members of the association.

No member of the Association may profit from the resources (financial or material) belonging to the Association.

II-ADMINISTRATION AND FUNCTIONING

Article 9

Accounting is maintained analytically by identifying revenue and expenditure.

Each part of the Association must keep separate accounts.

This accounting must show an annual income statement and a balance sheet.

The board must adopt the annual budget of the association before the beginning of the following year, which runs from 1 January to 31 December.

The accounts are submitted to the AGM within less than six months from the end of the financial year (31 December of the previous year).

Any contract or agreement entered into between the Association on the one hand and an executive, spouse or close relative on the other is subject to authorisation by the Board of Directors and presented for information to the nearest AGM.

Each year before the general meeting, an auditor will conduct and report on the corroboration of the accounts for the closed financial year

Article 10 – Administrative Council

10 – 1 Election

The Association is administered by an Administrative Council composed of 9 members elected at the AGM by the members of the Association and renewable by one third each year.

The powers of the members thus elected end at the time when their term of office would normally expire.

In case of a vacancy, a definitive replacement will be organised at the next AGM. The members leaving are re-electable.

10 – 2 Powers

The Administrative Council chooses, by secret ballot, from among it’s members, a Directorate made up of:

• President
• Vice-president
• Secretary
• Treasurer
• Possibly assistant secretary and/or treasurer

This Directorate has the broadest powers to manage and administer the Association, with the exception of the powers granted specifically to the Annual General Meeting (AGM). They set the agenda for this and execute the decisions.

10-3 – operation

The Administrative Council meets once a quarter and whenever it is convened by it’s President or at the request of a third of it’s members.

The physical presence of a minimum of 5 members of the Council is necessary for the validity of the deliberations (other than proxies).

Decisions are taken by majority vote. In the case of a tie, the President has the casting vote.

Voting may be by a show of hands or by secret ballot at the request of one of it’s members.

If a member is absent they may give a proxy vote.

Minutes of the meetings will be produced. The decisions or resolutions contained in each of the minutes of meetings have the force of law.

The minutes of the meetings are signed by the President and Secretary.

Any member of the Administrative Council who, without unavoidable reasons, is unable to participate in three consecutive meetings, will be considered as having resigned. They will be replaced in conformation the way described in article 10 of these Statutes.

Article 11 – The Directorate

11-1- Composition

• President
• Vice-president
• Secretary
• Treasurer
• Possibly assistant secretary and/or treasurer

11-2 – Roles and powers :

The President assisted by the Vice-President:

• Legally represents the Association with respect to third parties and justice
• Ensures public relations, internal and external
• • Directs the administration of the Association; signing of contracts (employment bank, convention…). The CA will give approval prior to the signature of contracts.
• Reports on morale at the AGM.

The Treasurer:

• Is responsible for the management of the expenditure and receipts of the Association.
• Sees to payments, oversees the membership fees and sums due to the Association.
• Presents the annual accounts at the AGM
• Must report regularly about the financial management to the Board.

The Secretary:

• Keeps the Association’s correspondence
• Is responsible for the archives
• Draws up the minutes of the meetings
• Keeps up-to-date the the changes to the statutes and changes to the composition of the Board.

11-3 – Functioning

They will reunite any time it is necessary to ensure that decisions are made as imposed by the daily management of the association.

Article 12

The members of the association cannot receive any remuneration because of the functions which are entrusted to them.

The position of member of the Board of Directors is free and voluntary. Expenses incurred exclusively for the benefit of the association and paid by a member of the office will be reimbursed on receipts. (See RI). The fee reimbursement scales will be reviewed each year.

The financial report presented to the AGM shows the reimbursement of these expenses.

Article 13

The expenses are scheduled by the President. The association is represented in justice and in all acts of civil life by

the President, the Treasurer or the Secretary.

The representatives of the association must enjoy their civil rights in full.

Article 14

The General Assembly reunites once a Civil year during the first quarter and each time that it is convened by the Administrative Council or at the request of a quarter of the members.

For proper consideration, a quorum of a third (1/3) of the members of the Association, present or represented, is required.

Only active members up-to-date with their subscription have the right to vote.

The agenda is regulated by the Administrative Council.

Terms of convening and organization of the general meeting (see RI)

The annual report and the accounts are given each year to all the members of the Association at least 8 days before the AGM.

The GA hears the reports on the management of the Board of Directors, the financial situation and morale of the Association. It deliberates on the issues put on the agenda.

It votes on the report on the morale, votes on the financial report, allocates the surplus to the association’s fund and hears the forecast for the following year.

It provides for the renewal of the members of the Board of Directors by secret ballot.

Article 15

An Extraordinary General Meeting (EGM) can be called according to the planned procedures in the Interior Regulations to modify the Statutes of the Association, wind it up or leave it dormant.

A project to modify the Statutes must be presented at least 15 days before the session to all the active and up-to-date members of the Association.

Article 16 – Website, newsletter and blog of the Association

The computer files used for the needs of the Association as well as the online services subscribed to in its name are the property of the Association.

The members registered in the files must be informed at the time of their accession, of the use of computerised records.

The leaders will take all precautions and will arrange the means of proof of the data held to authorised persons (volunteers, third parties or professionals).

They will ensure that the services, accommodation and reservation of domain name are subscribed in the name of the Association and not that of an individual person.

III-CHANGES, MODIFICATIONS,

DISSOLUTION, DORMANCY

Article 17– Administrative formalities

The President or the Secretary or the Treasurer must inform the Sous-Préfecture within three months :

• Of all the changes occurring in the administration or Direction of the Association
• Of all the modifications carried out to their Statutes
• Of any change to the head office.

The registers of the association and its accounting documents are presented without disturbance or requisition of the Sub-Prefect himself or his delegate or to any official accredited by him.

Article 18 – put into dormancy

The present Statutes allow for dormancy of the Association.

This decision must be acted by Extraordinary General Meeting, conforming to the article 15 of the present Statutes. This sets the maximum period of dormancy.

During this period, all possible means of payment, contracts and subscriptions will be suspended. The interests of the Association cannot be assigned or sold. Current leaders retain their functions.

Article 19 – Dissolution

The dissolution cannot be pronounced except by an ExtraordinaryGeneral Meeting (EGM) specially convened to this effect.

The EGM will designate one or several commissioners charged with liquidation.

They allocate the net assets to an association with the same object to which will be paid the assets of the dissolved association.

The dissolution must be the object of a declaration to the Sous-Préfecture dated et signed by the President, the Secretary and the Treasurer.

Article 20 – interior regulations

Interior regulations (IR) are created by the Association. They are drafted by the Board of Directors and approved by an ordinary general meeting.

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