NOTE: This English translation of the ASEICA statutes is for information purposes only and is not legally binding.
Statutes of ASEICA
Voted at the Extraordinary General Meeting
held 10 June 2013
Due to the international nature of the Provence - Alps - Côte d'Azur region, and the presence of many multinational companies, as well as the work undertaken by the authorities to attract additional foreign investment to the International Sophia Antipolis Science Park, an association was created in order to satisfy schooling needs, to support international education on the Côte d'Azur.
ARTICLE 1 Name of the association
ASSOCIATION POUR LE SOUTIEN DE L'ENSEIGNEMENT INTERNATIONAL SUR LA COTE D'AZUR (ASEICA) - Association to support international education on the Côte d'Azur.
ARTICLE 2 Legal Form
The association created is non-profit-making, governed by the Law of 1 July 1901. The scope of the present association is defined in the Statues below.
ARTICLE 3 Purpose
3.1 Promote and provide international education, in English, in local schools. In particular, preparation for French examinations and/or those recognized by the French State.
3.2 Promote multilingualism and co-operation between different nationalities and cultures.
3.3 Participate or contribute to the running of the different present or future associations that share our objectives.
ARTICLE 4 Duration
The duration of the association is unlimited, barring a decision to the contrary at an Extraordinary General Meeting.
ARTICLE 5 Registered Office
5.1 The registered office of the association is located at the following address:
06906 SOPHIA ANTIPOLIS Cedex
Physical address :
Centre International de Valbonne
190 rue Frédéric Mistral,
06560 VALBONNE, France
5.2 It may be transferred to any other location, simply upon a decision by the Board of Directors.
ARTICLE 6 Membership
6.1 Membership is valid for a twelve month period beginning on July 1st and continuing through June 30th of the following year.
6.2 Membership is open to:
• The parents of a family having at least one child educated by ASEICA, otherwise the legal representative.
• Staff members of ASEICA, if their family is not already represented.
Membership only becomes valid upon payment of the annual membership fee.
6.3 Students may not become members of the association, except in the specific case where they are legal adults and pay their own tuition fees.
6.4 The Board of Directors may admit any individual, association, or legal entity as an honorary member.
6.5 Honorary members are not required to pay the annual membership fee, and cannot vote at the Annual General Meeting.
6.6 Membership in the association is immediately revoked without reimbursement of the membership fee as soon as one of the conditions of 6.2 is no longer fulfilled, or for one of the following reasons:
• Written resignation,
• Death or incapacity,
• A decision made by the Board of Directors to revoke membership for non-payment of membership dues or tuition fees, or for a serious fault.
ARTICLE 7 Funds
7.1 The Associations funds are composed of:
• membership fees,
• tuition fees and fees received for extracurricular and other ancillary activities,
• investment income generated by its assets,
• donations, subsidies and all other financial sources authorized by law.
7.2 The Association funds all administrative and teaching costs for the education it provides, to the extent that the costs are not paid for by the Ministry of Education or any other French or foreign administration.
7.3 A reserve fund is established with any excess revenues that may result from the operation of the Association. This fund is used to finance any legal obligations which the Association required to meet, any unforeseen expenses and, more generally, to ensure a solvent management of the Association.
7.4 The accounting year ends on June 30 of each year.
7.5 The accounts of the Association shall be audited by an Auditor (Commissaire aux Comptes). This exercise will lead to a general report and a special report on regulated agreements within the scope of its mission.
ARTICLE 8 Liability
In the case of contractual engagements, the association itself is the legally responsible entity. No member or board member may be held personally responsible for engagements made in the name of the association.
The Board may decide to take out an insurance policy to cover any potential personal, or other, liability risks related to the Association.
ARTICLE 9 The Annual General Meeting (AGM)
9.1 The annual general meeting is called by the Board of Directors and is to be held during the second semester of each calendar year on the day, at the hour, and place specified in the convocation sent by the Board.
9.2 With the exception of election of board members (see 14.2), decisions at the AGM are adopted by simple majority of all members present or represented by proxy on the basis of one vote per member. In the case of a tie, the President's voice is decisive.
9.4 Any member of the association may be represented by another member of the association to whom he has given his proxy. No member present at the meeting may hold more than ten proxies.
9.5 An attendance sheet signed by the members on their entrance into the meeting will serve as a record of those members present and those represented by proxy.
ARTICLE 10 Powers of Annual General Meeting
10.1 It proves the activity of the board on the basis of the President's Report presented at the meeting.
10.2 It approves the treasurer's report on the basis of the accounts presented at the meeting, which have been previously verified by an outside, independent accountant.
10.3 It adopts the association's budget.
10.4 It fixes the membership fee.
10.5 It elects the board (see 14.2)
10.6 Any change to the Association’s statutes or decision to close the Association is the sole competence of the Extraordinary General Meeting.
ARTICLE 11 Extraordinary General Meeting
11.1 An Extraordinary General Meeting may be called at any time by the Board of Directors, if judged necessary, or on receipt of a written request from at least 25 per cent of the members of the Association. Amongst other things, an Extraordinary General Meeting may modify the articles of the Association, or vote its dissolution. The EGM can only make decisions if one third of its members are present or represented.
If this quorum is not reached, the Board of Directors needs to call another EGM within fifteen days. This EGM would then be able to decide without needing to have a quorum.
ARTICLE 12 Powers of the Extraordinary General Meeting
12.1 As long as there is a quorum as defined in Article 11, the EGM can adopt and modify the Articles of Association by a qualified majority of two thirds of those members present or represented.
12.2 The EGM can decide on the dissolution of the Association, by a majority of three quarters of those members present or represented.
ARTICLE 13 Convening Meetings and Agenda
Notices for convening Board of Directors Meetings are sent at least fifteen days in advance by letter or email stating the purpose of the meeting.
In the latter case, the Board of Directors shall collect the active email addresses of each member who accepts to receive an electronic invitation to the meetings.
As such, those members undertake to inform the Board of any change in e-mail address as quickly as possible.
The agenda is prepared by the Board of Directors. The only proposals that can be raised are those from the Board or those communicated to the Board one month before the meeting with the signature of a quarter of the association members .
The Assembly can only deliberate on the items listed on the agenda.
ARTICLE 14 Board of Directors
14.1 The Association is governed by a Board of Directors consisting of at least 9 to a maximum of 11 members elected at the Annual General Meeting from amongst the membership of the Association, (who are up-to-date with their payments), and cannot be employees of the Association. They may be reelected indefinitely.
During the first meeting following its election, the Board of Directors will elect from amongst its members the following officers:
a) A President, the legal representative of the Association.
b) A Vice-president who replaces the President in his/her absence.
c) A Treasurer, who is responsible for the management of the Association's funds.
d) A Secretary.
14.2 The board is elected for a period of one year from 1st January. A list of names is submitted to the Annual General Meeting for election and no substitutions or deletions are permitted from the list. An absolute majority on the first round of voting or a relative majority on the second round of voting is required.
14.3 A member of the board must resign in writing. In the case of resignation, or any other vacant posts, the Board of Directors may co-opt a replacement from amongst the members of the Association. This new appointment will be submitted for formal ratification at the next Annual General Meeting .
ARTICLE 15 Functioning of the Board of Directors
15.1 The Board of Directors shall meet as often as it considers necessary, and on demand by its President, or at the demand of at least four of its members.
The meeting invitation can be done electronically.
To this effect, Board members commit to sharing their electronic address.
15.2 The decisions of the Board of Directors are taken by simple majority of those members present or represented, subject to a quorum of six members; in the event of a tie, the vote of the President is decisive.
15.3 The members of the Board of Directors, not able to be present for a meeting, may give their opinion in writing, and give their proxy, to another member of the board.
15.4 The Board of Directors may, if it wishes, invite guests to its meetings, although these guests may not vote. Any member of the Association may request to be invited to a Board meeting by sending written notice 8 days before the meeting.
15.5 Any member may at any time submit a written question to the Board, who is committed to respond within a maximum period of two months.
15.6 The Director of Pedagogy and Staff Representatives are invited to board meetings, except in exceptional circumstances.
15.7 The members of the board are not paid.
ARTICLE 16 Powers delegated to the Board of Directors
16.1 The Board of Directors is given the right to act in the name of the Association, to perform or authorize any acts or operation permitted an association that is not reserved for the General Meeting (Annual or Extraordinary). In particular,the Board of Directors can:
• Establish the budget and set tuition fees,
• Appoint the Pedagogical Director, define his/her mission and support his/her actions,
• Recruit and discharge personnel,
• Adopt and modify bylaws, and establish guidelines for the direction of the education,
• adopt and modify the distribution of powers of the members of the Board, the Directors, and any other person they when deemed necessary.
• Approves the rules as described in the 'Policy Document', the 'staff handbook' and operational rules.
16.2 ASEICA cannot participate or contribute to the functioning of another association without a decision of the Board of Driectors.
ARTICLE 17 Delegation of Powers
The Officers of the Board of Directors have the following specific duties and powers:
17.1 Powers of the President
• The President represents the Association in all acts of civilian life and is invested with all powers for this effect. He/she is qualified to legally represent the Association, both as plaintiff and defendant. In this role, he/she signs contracts on behalf of the Association with service providers and employees.
• The President convenes the General Meetings and meetings of the Board of Directors, prepares their work and agenda, and annually submits the moral and financial report of the Association.
• The President may be assisted by any expert or consultant of his/her choice, even for a fee.
• The President may conduct activities either through the staff of the Association or by delegation to third parties, persons or institutions, public or private.
• In case of absence or illness, the President is replaced by the Vice-President, in his/her absence, by the oldest member of the Board of Directors and in his/her absence, by the Treasurer.
17.2 Powers of the Vice-President
• The Vice-President has powers which have been expressly delegated by the President. In the event of absence, incapacity or death of the President, the Vice-President is designated to replace him/her under the terms of Article 17.1 and, during the replacement, has all the powers of the President and assumes all the responsibilities.
17.3 Powers of the Treasurer
• The Treasurer is responsible for the financial and asset management of the Association. As part of this mandate, he/she collects revenues and makes payments under the control of the President. He/she cannot dispose of assets in the Association’s reserve fund without the approval of the Board.
• The Treasurer is responsible for maintaining regular accountancy of all the operations which he/she carries out and reports on his/her financial management and submits the annual accounts to the Annual General Meeting for approval.
17.4 Powers of the Secretary
• The Secretary shall keep the minutes of General Meetings and Board Meetings and, in general, all writings concerning the operation of the Association.
• The Secretary is responsible for the special register as stipulated by article 5 of the law of July 1st, 1901 and by articles 6 and 31 of the decree of August 16, 1901. The Secretary implements the formalities required by these provisions.
ARTICLE 18 Minutes
Minutes are recorded of all Board Meetings and General Meetings, (Annual or Extraordinary). These minutes are signed by the President and Secretary, and maintained in a special register available to members of the Association.
ARTICLE 19 Dissolution - Liquidation
In the event of voluntary, statutory or involuntary dissolution of the Association, an
Extraordinary General Meeting must appoint one or more liquidators who shall have the widest powers to get in the assets and pay the debts including payment of any existing contributions by contributories or their heirs or successors if known.
The net assets of the liquidation will devolve to an association having a similar object,
or to any public or private establishment recognized as charitable which may be designated by the Extraordinary General Meeting.
ARTICLE 20 Internal Rules of Procedure
The Board of Directors may establish Internal Rules of Procedure.
The Internal Rules of Procedure are intended to regulate various details not defined by statute, especially those relating to the internal administration of the Association.
ARTICLE 21 Formalities
The Board will fulfil all written formalities of notification and publication prescribed by law.
Authority is conferred for this purpose upon the bearer of the original of these documents.
At Valbonne Sophia-Antipolis
In 2 original copies.
The President The Secretary