Articles of Association of the Non-Profit Association “Union des Secours Bouddhiques” (“Union of Buddhist Relief Organizations”)

TITLE I – FUNDAMENTAL PROVISIONS

Article 1: Establishment

The following founding members — Ms Christine Buisson, Ms Maryse Ribault, Mr Renaud Blondlet, Mr Frédéric La Combe, Mr Erwan de Langle, Mr Jacques Cathrin — who subscribe to these Articles of Association, hereby establish a union Association governed by:
– The Act of 1st July 1901
– The Decree of 16th August 1901
– The laws and regulations currently in force
– These Articles of Association.

Article 2: Name

The Association shall bear the following name:

Union des Secours Bouddhiques (Union of Buddhist Relief Organisations)

Article 3: Purpose

The Union des Secours Bouddhiques (hereinafter referred to as “the Union”) is the Association that brings together the various “Secours Bouddhique” Associations (hereinafter referred to as “SB Associations”) present in the departments of mainland France and in the French overseas territories (DROM-COM), all of which share the following common purpose: foster benevolence, provide assistance and support to people in need without discrimination on grounds of origin, religion or opinion, drawing upon universal humanist values.

The Union’s purpose is to support and facilitate the implementation of projects carried out by the departmental Secours Bouddhiques, in particular through the sharing of expertise and any collaborative action.
The Union also provides a national representative body for all SB Associations.

Article 4: Duration

The Union des Secours Bouddhiques is established for an indefinite period.
The financial year runs from 1st January to 31st December.

Article 5: Registered Office

The registered office of the Union is established at La Galerie, 03160 Ygrande.

It may be transferred to any other location in France by decision of the Board of Directors, which is authorised to amend these Articles of Association accordingly without the need for an Extraordinary General Meeting (EGM).

Article 6: Resources

The resources of the Union shall consist of membership fees and donations from its members, public grants, private fundraising, as well as any other resource authorised by the laws and regulations currently in force.

Article 7: Statutory Framework Documents

In addition to these present Articles of Association, the operation of the Union and the principles to which its active members subscribe are governed by:

– The “Social Project”, which sets out the social positioning that a SB Association agrees to adopt upon affiliation.
– The “Ethical Charter”, which sets out the ethical positioning that a SB Association agrees to adopt upon affiliation, and which stipulates the commitments binding it to the Union.

The ratification of these statutory framework documents enables an Association to become an affiliated member of the Union and to bear the name “Secours Bouddhique”.

7.1 Social Project and Ethical Charter

7.1.a Purpose

The Social Project and the Ethical Charter appended to these Articles of Association were drawn up by the members of the Union’s Board of Directors.
The Social Project is a document setting out the key objectives and methods of the Union and the SB Associations. Any development or amendment of the Social Project falls within the remit of the “Social Project Committee”.
The Ethical Charter is a reference document setting out all the ethical principles that the Union and its member SB Associations must uphold in all circumstances.
Any development or amendment of the Ethical Charter falls within the remit of the Annual General Meeting.

7.1.b Development and Amendment of the Social Project

At least every 3 years, and whenever deemed necessary, the Union’s Board of Directors — established in accordance with Article 12: Board of Directors — shall consider whether the Union’s Social Project requires development or amendment.

Should the Board of Directors determine that a development of the statutory framework documents is necessary, it shall convene the “Social Project Committee” (see Article 18) in order to consult the Presidents or delegates of the SB Associations, take their suggestions into consideration, and ratify any changes.

TITLE II – MEMBERS

Article 8: Composition

The Union shall be composed of: founding members; affiliated members; partner members; benefactor members; active members; and honorary members.

The Union undertakes to respect the freedom of conscience of its members and the principle of non-discrimination. The Union guarantees equal access to the Board of Directors for all persons regardless of age or gender. Minors alone may not become members of the Union.

Founding Members

Shall be considered as such, those who were present at the constitutive meeting of the Union. They are named in Article 1. They shall be ex officio and lifelong members of the Board of Directors. They shall pay a membership fee set by the Board of Directors and shall be convened and entitled to vote at Ordinary and Extraordinary General Meetings.

Affiliated Members

Shall be considered as such, the SB Associations that contribute to the Social Project and accept the commitments set out in the Articles of Association and the other statutory framework documents. They shall pay a membership fee set by the Board of Directors and shall be convened and entitled to vote at Ordinary and Extraordinary General Meetings. SB Associations shall be represented by their President or by a delegate chosen from among their Board of Directors.

Partner Members

Shall be considered as such, companies, associations, and other entities that support the Social Project of the Union and the SB Associations, and which provide either skills-based or financial sponsorship. They shall pay a membership fee set by the Board of Directors and shall be convened to Ordinary and Extraordinary General Meetings in an advisory capacity. Voting rights may be granted by the Board of Directors upon simple request. Partner members shall be represented by a delegate of their choosing.

Benefactor Members

Shall be considered as such, individuals who make a donation or bequest for the benefit of the Association. They shall pay a membership fee set by the Board of Directors and shall be convened to Ordinary and Extraordinary General Meetings in an advisory capacity. Voting rights may be granted by the Board of Directors upon simple request.

Active Members

Shall be considered as such, individuals who wish to take an active role in furthering the aims of the Union or to contribute their skills. They shall pay a membership fee set by the Board of Directors and shall be convened and entitled to vote at Ordinary and Extraordinary General Meetings.

Honorary Members

Shall be considered as such, persons who grant their moral patronage to the Association and may act as its ambassadors in promoting the activities of the Union and of all the SB Associations throughout France. They shall not pay a membership fee and shall be convened to Ordinary and Extraordinary General Meetings in an advisory capacity. Voting rights may be granted by the Board of Directors upon simple request.

Article 9: Resignation and Removal

Membership shall be lost:

1. Upon death;
2. Upon resignation submitted in writing to the President of the Union;
3. Upon failure to pay the membership fee;
4. Upon removal decided on serious grounds by the Board of Directors, the member concerned having first been heard. For the removal of a SB Association, see Article 11.

Article 10: Membership as a SB Association

10.1 Membership Procedure

10.1.a Membership of a New SB Association

Any group of persons wishing to create a SB Association within the Union must submit a written application to the Bureau. The acceptance of membership falls within the remit of the Union’s Board of Directors which, in the event of refusal, is not required to disclose the grounds for its decision.

The sine qua non condition for admission is the full and unconditional acceptance by the applicants of all the Union’s statutory framework documents and of the name “Secours Bouddhique”.

Should the Union’s Board of Directors accept the membership, the model Articles of Association for a “Secours Bouddhique” association shall be provided, incorporating the statutory clauses set out in Appendix 1 of these Articles of Association. Amendments to this model may be authorised at the request of the members of the new SB Association.

The Board of Directors shall retain a copy of the Declaration Receipt issued by the Prefecture and shall forward it by email, together with the Articles of Association of the new SB Association, to all members of the Union.

The Board of Directors shall ensure that the new Association complies with the statutory framework documents, and may use the Union’s resources to facilitate its establishment.

10.1.b Membership of a Previously Independent Association

In the case of an already existing Association, declared with the Prefecture, wishing to affiliate with the Union, the conditions of membership shall be the same as in paragraph 10.1.a above.

Should the Union’s Board of Directors accept the membership, it shall assist in amending the existing Association’s Articles of Association, taking care to incorporate the statutory clauses set out in Appendix 1 of these Articles of Association.

The Board of Directors of the Association concerned shall be required to ratify the amendment of its Articles of Association by convening its members to an Extraordinary General Meeting.

10.2 Rights of SB Associations

In compliance with the Union’s Social Project and in accordance with the terms of the Affiliation Rules, SB Associations shall be entitled, at no charge and insofar as the Union has the necessary means:

• To be represented as “affiliated members” by their President or delegate at Ordinary and Extraordinary General Meetings;
• To use and invoke the name “SB Association”;
• To use and invoke the Social Project;
• To invoke any accreditation that the Union may obtain on their behalf;
• To benefit from all shared tools established within the Union.

To the extent of the Union’s resources, the Board of Directors may provide the following on behalf of SB Associations:

• Assistance in promoting their projects;
• Support in developing their activities;
• Access to communication tools;
• Training for their members, both on matters of management and methodology and on substantive issues;
• Assistance with administrative, accounting and legal management;
• Financial assistance for development;
• Emergency financial assistance.

10.3 Commitments of SB Associations

10.3.a Authority of the Union

Each SB Association undertakes to comply with:

– the Articles of Association of the Union

– the Social Project; the Ethical Charter

– the decisions of the Union’s Board of Directors.

In order to claim the status of affiliated member of the Union and to bear the name “Secours Bouddhique”, the Association must include in its Articles of Association the clauses relating to the Union (see Appendix 1) setting out these commitments.

SB Associations may nevertheless freely take, within the scope of their activities, any decision that does not conflict with the statutory framework documents to which they have subscribed.

10.3.b Financial Contribution to the Union

SB Associations shall pay an annual membership fee proportional to their activity, as defined in accordance with the terms set out in the Affiliation Rules.

The fact that a SB Association encounters difficulties in paying all or part of its membership fee shall not constitute grounds for automatic removal.

The SB Association is required to submit a reasoned request for a deferral or reduction to the Union’s Board of Directors before falling into arrears, or failing that, as soon as possible.

10.4 Mediation of Disputes between SB Associations

Any unresolved dispute between one or more SB Associations shall be subject to mediation by the Union.

The Union’s Board of Directors may appoint a mediator to seek a resolution to the dispute between the SB Associations, or release funds to arrange mediation proceedings. In the absence of any possibility of mediation, or should it fail, any dispute between SB Associations must be submitted to the arbitration of the Union’s Board of Directors. The Union’s Board of Directors shall then act as an arbitral tribunal. It may adopt arbitration rules and specify any point it deems necessary, in particular regarding the arbitration procedure, the production of documents, interim measures, and the consolidation of cases.

No limitation period may be invoked against the Union’s Board of Directors. It may also choose to broaden the subject matter brought before it for arbitration, by taking cognisance of any fact or act it deems relevant.

Members of the Union’s Board of Directors originating from the SB Associations in dispute shall not be entitled to vote within the arbitral tribunal, neither on the arbitration rules nor on the arbitration decision.

They may, however, be responsible for the defence of the SB Association from which they originate in the matter concerned.

The Union’s Board of Directors shall rule, exceptionally, by a two-thirds majority of the Directors present when acting as an arbitral tribunal.

No arbitration costs shall be charged to the SB Associations.

10.5 Mediation of Disputes between a SB Association and the Union

In the event of a dispute arising between a SB Association and the Union, the latter shall organise, at its own expense and in good faith, a mediation procedure.

The Union’s Board of Directors may be seized by the SB Association involved in the dispute. The Board of Directors may also act on its own initiative. The Union’s Board of Directors shall then appoint a mediator to seek a resolution to the dispute. The Board of Directors may also choose to release funds to arrange mediation proceedings conducted by an external mediator.

10.6 Monitoring Compliance with the Union’s Common Rules

10.6.a Grounds and Referral

The Union’s Board of Directors may act on its own initiative in respect of any grounds justifying a sanction.

The grounds that may justify a sanction against a SB Association of the Union include:

• Any breach of the Union’s rules or of decisions adopted by the Union and its Board of Directors;
• Repeated and/or unjustified failure to pay the membership fee of a SB Association;
• Non-compliance with the statutory framework documents;
• Any other serious grounds.

10.6.b Warning and Injunction

Where a breach of the common rules has been established, the Union’s Board of Directors shall summon the directors of the SB Association concerned to be heard on the alleged facts. Should these be confirmed, the Board of Directors shall issue a formal warning by way of minutes, together with an injunction to rectify the situation. The minutes shall be sent by email to all Presidents of SB Associations. Should the SB Association fail to rectify the situation following two warnings and continue to disregard the common rules of the Union, the Board of Directors shall be entitled to proceed with the removal of the SB Association.

Article 11: Removal of a SB Association

11.1 Voluntary Withdrawal from the Union

Any SB Association may submit a reasoned decision of its Competent Assembly to the Board of Directors with a view to no longer being affiliated with the Union.

The Board of Directors may present to the Competent Assembly of the SB Association any mediation measure of a nature to call into question the grounds for the removal request. In the absence of a satisfactory compromise, the Union’s Board of Directors shall record the removal of the SB Association from the Union and shall ensure that all consequences of such removal are duly observed.

11.2 Removal by Decision of the Union

Should the Union’s Board of Directors initiate removal proceedings against a SB Association, it shall issue a first opinion on removal for cause, setting out its detailed grounds.

This first opinion shall be transmitted to the SB Association concerned together with a summons to a hearing before its Board of Directors. During this hearing, the representative of the SB Association may put forward their observations and arguments. Following this hearing, the Union’s Board of Directors shall decide whether to continue the proceedings. The representative of the implicated SB Association shall not be entitled to vote.

Should the proceedings be continued, the Union’s Board of Directors shall convene an Ordinary General Meeting. It shall transmit with the notice of meeting a full summary of the facts alleged, the proceedings and decisions previously taken, the Association’s defence, its own responses to the SB Association’s defence, its recommendations, and any other element it deems relevant.

At the Ordinary General Meeting, the SB Association subject to the proceedings may usefully present any documents it deems necessary and set out its arguments. The Union’s Board of Directors shall delegate one or two of its members to present the case and arguments before the Ordinary General Meeting.

Should the General Meeting decide on the removal, this shall be implemented by the Union’s Board of Directors, which shall ensure that all consequences of such removal are duly observed.

Should the General Meeting not decide on the removal, it must rule on whether to maintain or lift the sanctions previously adopted by the Union’s Board of Directors.

The Union’s Board of Directors may not base a sanction on facts regarding which an Ordinary General Meeting has already ruled pursuant to the preceding paragraph.

11.3 Consequences of Removal

Any removed Association shall amend its name to remove all reference to Secours Bouddhique or to the Social Project that would be likely to mislead as to its membership in the Union. A removed Association undertakes to announce its removal from the Union, together with the grounds for such removal, by all appropriate means. It undertakes in particular to send written notice to each of its members informing them accordingly.

A removed Association undertakes, at all times, to act in such a way as to ensure that no doubt subsists regarding its membership in the Union.

A removed Association shall lose all rights it enjoyed as a SB Association member of the Union, and shall in particular no longer be entitled to use any work owned by a SB Association or by the Union.

No financial compensation shall be charged to a removed Association by reason of its removal. The membership fee for the current financial year shall however remain vested in the Union and must be paid until the end of the current year in accordance with the scheduled payment dates, unless it requests and obtains the prior authorization of the Union’s Board of Directors.

A removed Association undertakes not to assign, make available, exploit, or more broadly use, cause to be used, or permit the use of the works it maintains at the disposal of the Union and the SB Associations under the statutory clauses binding it to do so, unless prior authorisation has been sought from and granted by the Union’s Board of Directors.

A removed Association, regardless of the grounds for its removal, may submit a request to the Union to regain the status of SB Association. During the affiliation procedure, the Board of Directors shall examine any element relating to its previous removal.

TITLE III – BOARD OF DIRECTORS AND BUREAU

Article 12: Board of Directors

The ongoing management of the Union shall be entrusted to the Union’s Board of Directors and its Bureau. They shall consist of a maximum of 12 members.

12.1 Composition and Operation

The Board of Directors shall consist of:

The founding members of the Union, who shall remain on the Board of Directors for life, save in the event of resignation or removal.

The other members of the Board of Directors, who shall be elected for three years by the Ordinary General Meeting by secret ballot. Only one member shall be elected for each category of membership—affiliated, partner and benefactor—, with outgoing members being eligible for re-election. The Board of Directors shall be renewed by one third each year. No one may sit on the Board of Directors unless they are of legal age.

The Board of Directors may designate members to serve on specific Committees.

12.2 Powers

The Board of Directors is vested with the broadest powers to authorise all acts not reserved to the Ordinary General Meeting.

It shall authorise all purchases, disposals or leases, borrowings and loans necessary for the operation of the Association, with or without mortgage.

It shall authorise all transactions, all releases of mortgages, objections or otherwise, with or without acknowledgement of payment.

This list is not exhaustive.

More specifically, the following matters fall under the specific competence of the Board of Directors:

• The implementation of any mutualization project within the Union;
• The allocation of emergency financial aid to a SB Association from the Union’s budget;
• The allocation of development financial aid upon presentation of a project by a SB Association requesting it;
• Sanctions taken against a SB Association;
• The removal procedure for a SB Association prior to its being put to a vote at an Ordinary General Meeting;
• The rejection of an application for membership in the Union.

The following matters require consultation with and adoption by an Ordinary General Meeting, bringing together the Union’s Board of Directors and its members:

• Considering the development or amendment of the Social Project;
• The ratification of the membership of a SB Association, in accordance with the provisions of Article 10.1;
• The removal of a SB Association in accordance with Article 11.

12.3 Meetings of the Board of Directors

The Board of Directors shall meet at least twice a year at the initiative of the President or at the request of one third of its Directors.

The Board of Directors shall rule on matters placed on the agenda by the President, including those suggested by Directors.

The President shall be responsible for sending notices of meeting by email, stating the items on the agenda, at least 15 days in advance. All supporting documents must be attached to the notice of meeting.

A quorum shall be reached by the presence of at least 7 Directors. Should a quorum not be reached following the first notice of meeting, the Board of Directors shall be convened again at a fifteen days interval, and during this second meeting it may validly deliberate regardless of the number of Directors present or represented.

The agenda for meetings shall be set by the President.

Votes shall be taken by show of hands, unless expressly requested otherwise by a Director. Decisions shall be adopted either by consensus, where everyone agrees, or by consent, where those who disagree nonetheless consent to the decision so as not to impede the momentum of the collective. Their reservations shall be recorded in the minutes.

Should this fail, the decision shall be put to a vote requiring a two-thirds majority. Any Director may request to participate in the Board of Directors meeting by videoconference, ensuring the simultaneity of the debates and allowing voting in accordance with the chosen procedures.

Any member may freely appoint another Director or their alternate Director to represent them by submitting a proxy to the President before the meeting.

Article 13: Bureau of the Board of Directors

The Board of Directors shall elect from among its Directors, for a term of three years, a Bureau comprising a President, a Treasurer and a Secretary. This Bureau may be expanded by the addition of at most a Vice-President, a Treasurer and two Secretaries elected from among the Board of Directors (see Article 12). Members of the Bureau may not be members of the Board of Directors of a SB Association.

13.1 Composition and Operation

The President

The President alone is vested with the broadest powers to represent the Union in all circumstances in dealings with third parties. The President is responsible for organising meetings of the Board of Directors and for setting the items on the agenda, including those suggested by Directors.
The President is responsible for all other tasks expressly assigned to him/her by these Articles of Association.
The President has authority over employment contracts and setting the remuneration of the Union’s employees.
In the event of incapacity, the President may delegate authority to the Vice-President or to any other Director. With the exception of the missions entrusted to him/her by these Articles of Association, he/she does not, however, hold any decision-making power in his/her capacity as President.

Vice-President

The Vice-President may be mandated by the President to assist or stand in for him/her in his/her activities. In the event of the death of the President, the Vice-President shall assume the functions of interim President pending the election of a new President.

The Treasurer

The Treasurer shall be responsible for all matters relating to the management of the Association’s assets. Purchases and sales of securities constituting the reserve fund shall be carried out with the authorisation of the Board of Directors.

The Treasurer shall maintain a regular day-to-day record of all transactions and shall report to the annual Ordinary General Meeting, which shall rule on his/her management.

The Secretary

The Secretary shall be responsible for all matters relating to correspondence and archives. The Secretary shall manage all administrative relations with members and with parties external to the Association.

The Secretary shall draft the minutes of deliberations, specifying the Directors present and represented, and shall have these signed by the entire Board of Directors. The Secretary shall ensure that these are transcribed in the special register provided for by law and ensures the fulfilment of the prescribed formalities. A copy of the minutes must be sent by email to all Directors no later than one month following the meeting.

Article 14: Remuneration

The functions of members of the Board of Directors, as well as those of members of the Bureau, shall be performed on a voluntary and unpaid basis.
They may, however, request reimbursement of reasonable and necessary expenses incurred in the performance of their mandate, upon presentation of supporting documents.
A financial report presented each year to the General Meeting shall detail, for each financial year and by beneficiary, all such expenses for the year in question, particularly mission and travel expenses.

TITLE IV – GENERAL MEETINGS AND COMMITTEES

Article 15: General Meeting

15.1 Provisions Common to Ordinary and Extraordinary General Meetings

The Ordinary General Meeting of the Union concerns the Directors of the Board of Directors and all members of the Union: patrons, benefactors and affiliated members, in accordance with the prerogatives stipulated in Article 8.

SB Associations shall be represented by their President or by any person specifically mandated for that purpose.

The General Meeting shall convene at the initiative of the Union’s Board of Directors, which shall be responsible for sending notices of meeting by email, stating the items on the agenda, at least 15 days in advance. All supporting documents must be attached to the notice of meeting.

Any Director of the Board of Directors may add an item to the agenda. Should the President refuse to include it, they must provide a reasoned decision and present it at the General Meeting, which may vote for the item to be considered.

Any member may request to participate in the Ordinary General Meeting by videoconference, ensuring the simultaneity of debates and allowing voting in accordance with the chosen procedures.

The President or a member of the Board of Directors shall be responsible for organising and holding the Ordinary General Meeting. The Board of Directors shall submit the agenda to the General Meeting.

Voting by proxy shall be permitted. All proxies must be made out to a named individual. A member may hold only one proxy.

Decisions shall be taken by show of hands unless the President or half the members of the Board of Directors require a secret ballot.

An attendance sheet shall be signed and certified by the members of the Board of Directors.

The Secretary shall draft the minutes of the deliberations, specifying the Directors present and represented, and shall have these signed.

Article 16: Ordinary General Meeting

All decisions on any matter concerning the organisation and operation of the Union, the approval of items submitted by the Union’s Board of Directors, and any other matter of concern to the Union, shall be subject to the voting procedures of the Ordinary General Meeting.

16.1 Provisions Specific to the Ordinary General Meeting

No quorum shall be required for an Ordinary General Meeting.

It may validly deliberate regardless of the number of members present or represented.

Decisions of the Ordinary General Meeting shall be taken by a simple majority of 50% plus one of the votes cast.

16.1.a Annual Meeting

The Ordinary General Meeting shall convene at least once a year during the second quarter of the year to present:

• A report on the moral situation and activities of the Union;
• A management report and annual accounts, together with the statutory auditor’s report if applicable, which must be submitted to the Ordinary General Meeting for approval.

The Ordinary General Meeting shall approve the accounts for the financial year, which are scheduled in accordance with the calendar year running from 1st January to 31st December, shall vote on the budget for the forthcoming financial year, and shall, if necessary, proceed to the election of a new Board of Directors.

It grants the Board of Directors all authorizations necessary to carry out operations falling within the scope of the Association’s purpose for which statutory powers would be insufficient.