statutes 2017

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STATUTES OF ASSOCIATIONCAP BONNEUIL

(Association of companies from the Port and the city of Bonneuil)

14 Route du Moulin Bateau – 94380 BONNEUIL SUR MARNE

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Article 1 – NAME

It is formed, between the members adhering to these statutes, an association governed by the law of July 1, 1901 and the decree of August 16, 1901, with the title:

CAPE BONNEUIL

(Association of companies of the Port and the city of Bonneuil)

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Article 2 – PURPOSE

The purpose of the association is:

1 - to share and exchange experiences on the economic, administrative, social and technical levels, in particular in terms of security between the different members in order to create links making it possible to develop synergies together,

2 - to organize communication actions, events and others, tending to develop a better knowledge of the companies of the Port of Bonneuil-sur-Marne,

3 - to create, within it, commissions bringing together, for the needs of the cause, the members concerned and, if necessary, external representatives in order to jointly study the problems of general interest,

4 - to promote the development, employment and harmonization of a service offer corresponding to the needs expressed by the companies located in the Port of Bonneuil-sur-Marne and the Communities involved in the life of the Port of Bonneuil-sur -Marl.

5 - Implement all possible means to manage the services intended for members.

Article 3 – HEAD OFFICE

The head office is located at 14 Route du Moulin Bateau – 94380 Bonneuil-sur-Marne.

It may be transferred by simple decision of the Board of Directors

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Article 4 – DURATION

The duration of the association is 99 years.

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Article 5 – COMPOSITION

Any company duly in good standing with regard to its establishment in the Port of Bonneuil-sur-Marne and the town of Bonneuil can be a member of the association subject to being up to date with its annual subscription.

Each company is represented by a mandated natural person.

Honorary members are companies, organizations or individuals who have rendered or render services to the association. These are appointed by the Board of Directors. They have the right to participate in general meetings with voting rights and are exempt from membership fees.

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Article 6 – CANCELLATION

Membership is lost by:

 the resignation which must be sent in writing to the Board of Directors,

 expulsion pronounced by the Board of Directors for non-payment of the contribution within 6 months after its due date or for serious reasons, the person concerned having been invited to appear before the Board of Directors to provide explinations.

 departure from the Port of Bonneuil-sur-Marne and the town of Bonneuil.

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Article 7 – CONSTITUTION AND FUNCTIONING OF THE BOARD OF DIRECTORS

The association is administered by a board of directors composed of a minimum of 6 members and a maximum of 12 members elected for 2 years by the general assembly from among the natural or legal persons who are members of the association. The members of the board of directors are eligible for re-election.

Legal persons appointed as members of the Board of Directors are required to appoint a permanent representative subject to the same conditions and obligations and incurring the same civil and criminal liability as if he were a member in his own name, without prejudice to the joint and several liability of the legal person that he represents.

When the legal entity dismisses its representative, it is required to provide for its replacement at the same time.

The council elects for 2 years from among its members a bureau composed of:

 a president and a vice-president,

 a secretary and an alternate secretary,

 a treasurer and an alternate treasurer,

In the event of repeated absences, the Board of Directors may decide, by majority, to exclude one of its members.

In the event of a vacancy, by death or resignation, of one or more members of the board of directors between two general meetings, the latter may make appointments on a provisional basis.

Provisional appointments will be subject to ratification at the next general meeting. The member of the Board of Directors appointed to replace another only remains in office for the remaining time of the term of his predecessor.

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Article 8 – MEETING OF THE BOARD OF DIRECTORS

The Board of Directors meets at least once every six months and each time it is convened by the President or at the request of 2/3 of its members.

Decisions are taken by a majority of those present. In the event of a tie, the President's vote is decisive.

Minutes of the meetings and decisions taken are drawn up.

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Article 9 - COMPETENCE OF THE BOARD OF DIRECTORS

The board of directors has the broadest competence for all questions relating to the administration and operation of the association as well as for the various activities that it has assigned itself, in accordance with its object.

It hears, each year, the report of the president on the activity, the management and the moral and financial situation of the association.

He prepares the accounts for the closed financial year drawn up by the treasurer, the provisional budget for voting at the general meeting and sets the amount of the annual contribution for the following financial year.

He prepares the annual report on the activity, the management and the moral and financial situation of the association.

It decides on the admission of the members of the association and also on the measures of radiation of the members.

It can set up any specialized committee responsible for studying and reporting to it all questions relating to the purpose of the association.

Rules of procedure can be established by the board of directors, if it so wishes. This possible regulation is intended to fix the various points not envisaged by the statutes, in particular those which relate to the internal administration of association.

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Article 10 – SKILLS AND ROLE OF MEMBERS OF THE BUREAU

The office is competent to manage the association on a daily basis. It meets as many times as necessary to manage the association's actions.

The president convenes general assemblies and meetings of the board of directors over which he chairs.

He ensures the execution of the decisions of the board of directors and the regular functioning of the association which he represents in justice and in all acts of civil life.

He may delegate certain powers to one or more members of the Board of Directors.

The secretary is responsible for all correspondence and records.

He writes the minutes and deliberations. He keeps the special register provided for by law (notification of changes in articles of association or directors) and ensures that the prescribed formalities are carried out.

The treasurer is responsible for everything concerning the management of the association's assets.

He makes payments and collects revenue under the supervision of the President.

He keeps regular day-to-day accounts of all operations and reports to the annual meeting which decides on management.

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Article 11 – REIMBURSEMENT OF EXPENSES

The duties of a member of the Board of Directors are voluntary.

However, the members of the Board of Directors, or any other person duly authorized by it, are entitled to the reimbursement of expenses incurred in the interest of the association, with the agreement of the Board of Directors.

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Article 12 – ORDINARY GENERAL ASSEMBLY

The ordinary general meeting includes all members up to date with their subscription and represented by a natural person.

It meets once a year to approve the accounts for the past financial year. Each member may be represented by another member provided with a written proxy.

The date of the ordinary general meeting is scheduled for the month of March - the precise date is fixed one month before by the office

The members of the association are convened by the care of the president. The agenda is established by the Board of Directors, it is attached to the convocations.

The president, assisted by the members of the board of directors, chairs the assembly and explains the moral situation of the association.

The treasurer, assisted by the substitute treasurer if necessary, reports on his management and submits the financial statement for the approval of the assembly.

In addition, the ordinary general meeting deliberates on all issues on the agenda at the signed request of two members of the association, submitted to the secretariat at least eight days before the meeting.

It is proceeded, after exhaustion of the agenda, to the election or to the replacement of the members of the board of directors.

All the deliberations of the ordinary general meeting are taken by a show of hands by a majority (half plus one) of the members present or represented.

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Article 13 – EXTRAORDINARY GENERAL MEETING

The general meeting has an extraordinary character when it must deal with urgent and important questions, including the modification of the statutes, the vote on new orientations, or the dissolution of the association.

If necessary, or at the request of half plus one of the members of the association, the president must convene an extraordinary general meeting, according to the same formalities as those provided for in article 12.

The deliberations are validated by a majority (half plus one) of the members present or represented.

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Article 14 – VOICE

Each member has one vote at the ordinary or extraordinary general meeting.

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Article 15 – RESOURCES OF THE ASSOCIATION

The association's resources include:

 income from entry fees and subscriptions,

 subsidies from the State, departments and municipalities,

 resources from benefits and all legal resources.

The amount of the annual contribution is set at a flat rate each year by the Board of Directors - contributions are due:

 for new members in the month of admission,

 for active members within 3 months after its due date.

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Article 16 – DISSOLUTION

The dissolution of the association can only be pronounced by the general meeting, specially convened for this purpose and ruling under the quorum and majority conditions provided for extraordinary meetings.

The general meeting appoints one or more liquidators whose powers it determines and the assets, if any, are devolved in accordance with article 9 of the law of 1st juillet 1901 and decree of August 16, 1901.

Made in Bonneuil, January 9, 2017

For the President, Mr. Marcel TROCHU

For the secretary, Mrs Marie Odile BERTINCOURT