On April 11, 2017, the Board of Directors of the ABC met in an extraordinary general meeting to define the new statutes of the association to broaden its purpose and proceed to the recomposition of these colleges.
Title I: Purpose and composition of the association
Article 1 – Constitution and denomination
The Association Bilan Carbone (ABC), governed by the law of July 1, 1901, was founded in Paris on July 29, 2011.
Article 2 – Purpose
The association aims to:
- promote the energy-climate transition of organizations nationally and internationally,
- to promote to the actors concerned the most appropriate solutions,
- federate the bearers of the best practices in force,
- and support organizations in their low carbon strategy.
Article 3 – Means of action
In order to achieve its object, the association proposes to resort to the following means of action:
- develop expertise around carbon issues,
- promote the emergence of tools and methods including the Bilan Carbone® and the Carbon Management System,
- produce and participate in studies and research on the energy-climate strategies of organizations,
- guide, support, and train actors in their transition,
- inform and sensitize all stakeholders through field interventions and communication materials,
- coordinate and animate a network of organizations having directly or indirectly the same purpose as the association,
- promote the promotion of energy-climate transition, including the reduction of greenhouse gas (GHG) emissions, for all publics.
Article 4 – Registered office and duration
The registered office is at 41 rue Beauregard, 75002 PARIS.
It may be transferred to any other place by decision of the Board of Directors.
The duration of the association is unlimited.
Article 5 – Members – categories and definitions
The association consists of:
- active members (members)
- honorary members
1. Active members (members) are legal entities or individuals wishing to get involved in the work of the association, and paying an annual subscription to the association (contribution whose amount and the date of expiry are fixed each year by the council of administration). Active members have the right to vote at a general meeting and elect the board of directors.
Active members (members) are divided into 4 colleges:
- the college “consulting & research”,
- the “citizens organizations” college,
- the business college,
- the “public sector” college: local authorities, public institutions, state services and related organizations.
Each active member belongs to a college and can belong to only one college. Each college has 3 deliberative votes.
All active members, legal or natural persons, are eligible for the board of directors, and by extension in the office.
There can not be more than two natural persons, active members, on the board of directors.
2. The title of honorary member is awarded by the board of directors to persons (legal or physical) working or having worked for the influence of the association. Honorary members participate in the General Assembly, are exempt from membership fees. They do not have the right to vote.
3. Partners are interlocutors (companies, structures, …) of any kind, with whom are set up collaborative actions defined in a general framework or in specific agreements.
The partners are not members of the association.
The employees of the association and the partners may be called by the president or the co-presidents to attend, in an advisory capacity, the meetings of the general assembly and the board of directors.
Article 6 – Admission
Only the natural or legal persons previously approved by the ABC Board of Directors can be admitted to the association as active members. The ABC Board of Directors decides without appeal, and its decisions are not reasoned.
The determination of the class of membership and the college of membership is the exclusive jurisdiction of the Board of Directors of the ABC, which rules without possibility of appeal.
Article 7 – Loss of membership
Membership is lost by:
1. The resignation notified by registered letter addressed to the president or the co-presidents of the association,
2. The death of natural persons,
3. The dissolution, for any reason whatsoever, of legal persons or their declaration in a state of reorganization or liquidation,
4. The cancellation, for non-payment of assessment, pronounced by the office,
5. The exclusion pronounced by the office, for serious reason. In the latter case, the member concerned is previously invited to provide explanations on the facts likely to justify his possible exclusion and, more generally, to defend his defense, under the conditions specified in the rules of procedure.
Title II. Staffing, annual resources
Article 8 – Resources
The resources of the association include:
- the contributions of the different categories of members,
- subsidies from the State, public authorities and their establishments,
- manual donations,
- the interest and income of property and securities belonging to the association,
- donations and legacies that the association may be authorized to accept because of its capacity, the nature of its object or activities,
- the parafiscal taxes which it is authorized to collect,
- the dividends of its subsidiaries,
- revenues from goods, products and services sold by the association,
- the contributions, in cash or in kind, made to it, with or without the right of repossession,
- all other recipes authorized by the law and the regulations in force.
Article 9 – Accounting
Within six months after the end of each financial year, the association draws up annual accounts in accordance with the standards of the general chart of accounts, subject to the adjustments provided for in the by-law and its appendix of 16 February 1999 concerning the procedures for establishing the accounts. associations and foundations.
Article 10 – Social exercise
The financial year begins on January 1st and ends on December 31st.
Article 11 – Reserve Fund
The association may set up a reserve fund whose specific purpose is, on one hand, to cover the financial commitments it supports in the course of its operation and to meet all or part of the obligations it has subscribed, on the other hand to take over volunteer competitions and free available premises, equipment and staff, which would be lacking.
The operating and matching mechanisms of this reserve fund are set, at the proposal of the Board of Directors, by the general meeting.
Article 12 – Contributions
In the case of contributions to the association of movable or immovable property, the right of repossession of the contributor is exercised in accordance with the provisions of the agreements concluded with the association validly represented by its president or any other person designated for this purpose.
Title III. Administration and operation
Article 13 – Board of Directors
13.1 – Composition
The board of directors consists of six to sixteen members at most.
Each college may elect up to three members of the board of directors from among its members. They are elected by all the active members of their college, by show of hands or by secret ballot if one or more members so require, for a period of three years and are re-eligible.
In addition to the members elected by the colleges, up to four active members may be elected to the board of directors, without prejudice to their college of membership. They are elected by a majority of collegial votes by show of hands or by secret ballot if one or more members so require, for a period of three years and are eligible for re-election.
To be eligible, members must be up to date with their dues by the deadline set by the Board of Directors for the submission of applications and have sent their application to the head office no later than eight days before the date of the meeting. General.
Each director must appoint at least two representatives: his / her legal representative (in the case of legal persons) and one or two alternates, who will replace the legal representative in case of incapacity.
The dismissal of one or more members of the Board of Directors may be decided by a two-thirds majority of the General Meeting, the latter having to raise just grounds for dismissal.
Retiring members may be reappointed.
In case of vacancy of one or more directors, the board of directors provides, if it wishes, provisionally, the replacement of its members by cooptation. Their final replacement comes at the next general meeting. Their term of office will then be three years, beginning on the date of the general meeting having confirmed their appointment as for any appointment of director.
If the ratification by the general assembly was not obtained, the deliberations taken and the acts accomplished would be no less valid.
The duties of director cease by the resignation, the loss of the quality of member of the association, the absence excused at three consecutive meetings of the board of directors, the dismissal by the ordinary general assembly, which can intervene ad nutum and on simple incident of meeting, and the dissolution of the association.
The rules of procedure or operating charter specify and complete the operating procedures of the board of directors.
13.2 – Functioning of the board of directors
The board of directors meets at least twice a year, on the initiative and at the invitation of the chairman or the co-chairmen.
It may also meet at the initiative of half of its members in accordance with the rules of procedure, convened by the president or co-chairs or, failing that, two of the members of the bureau.
The convocations are carried out by simple letter or by email with request of acknowledgment of receipt, and are addressed to the administrators at least 15 days before the date fixed for the meeting.
The convocations contain the agenda of the meeting, drawn up by the president or the co-presidents or, failing that, by one of the members of the bureau.
When the board of directors meets at the initiative of half of its members, they may demand the inclusion of questions of their choice on the agenda.
The board of directors can validly deliberate only if half of its members are present or represented.
Any director who is unable to act may be represented by another director with special powers to that effect. The number of powers held by one person is limited to two.
Decisions are taken by a majority of the members present or represented. In case of a tie vote, the president (or co-presidents) has the casting vote.
The mandate of director is unpaid. The expenses incurred by the directors in the exercise of their mission are advanced to them on estimate or refunded on voucher.
Legal persons are represented by their legal representative in office, or by any other person whose authorization to this effect has been notified to the association.
Article 14 – Office
14.1 – Composition
The board of directors appoints from among its members an office composed of a maximum of 6 members and a minimum of 3 members:
- a president, or two co-chairs,
- one or more vice-presidents,
- a secretary general and, if necessary, a deputy secretary general,
- a treasurer, and, if necessary, an assistant treasurer,
The officers are elected by show of hands, or at the request of at least one director, by secret ballot when:
- more than three board members have changed since the last election of the board,
- more than three years have passed since the last election of the bureau.
Retiring members may be reappointed.
The duties of a member of the board terminate by resignation, loss of the position of director, absence without excuse at three consecutive meetings of the board, and dismissal by the board of directors, which may occur ad nutum and on simple incident of sitting.
Article 14.2 – Functioning and powers of the office
The bureau meets at least four times a year on the initiative and at the invitation of the president or the co-presidents, who sets his agenda. The convocation can be made by any means at least five days in advance.
It may also meet at the initiative of half of its members in accordance with the rules of procedure, convened by the president or co-presidents or, failing that, by one of the members of the bureau.
When the board meets at the initiative of half of its members, they may demand the inclusion of questions of their choice on the agenda.
Decisions are taken by a majority of the members present. In case of a tie vote, the president (or co-presidents) has the casting vote.
Without prejudice to their respective attributions defined below, the members of the board collegially ensure the preparation and implementation of the decisions of the board of directors. They also propose to the approval of the latter the rules of procedure or charter of operation of the association as well as the modifications to be made to these rules of procedure. They rule on the admission and exclusion of members.
The minutes of the sittings of the bureau are kept on an ad hoc binder and signed by the president or one of the co-presidents and the secretary.
1. President / co-presidents
The president or co-president (s) has the qualities of chair (s) of the board and the board of directors. He (they) ensure (s) the daily management of the association, relying on the director, who acts on behalf of the office, the board of directors and the association.
He assists or replaces the president or the co-presidents in the various tasks assigned to the office and the board of directors.
3. General secretary
The General secretary ensures the proper functioning of the association’s material, administrative and legal functions.
He/she may be assisted in his duties by an assistant secretary.
The treasurer establishes or has established, under his control, the annual accounts of the association. It proceeds with or causes the annual call for contributions to be made and draws up or has prepared a financial report which it presents with the annual accounts to the ordinary general meeting.
He may be assisted in his duties by a deputy treasurer. In the case where the association has only two members, the function of treasurer is ensured by the president.
Article 15 – General Meetings: Common Provisions
General meetings include all the active members (or members) of the association up to date of their subscription at the date of the sending of the convocation to the said assemblies and the honorary members.
The legal persons are represented by their legal representative in office or by any other person whose authorization has been notified to the board of directors.
General meetings are convened by the president or the co-presidents by simple letter, or registered letter with acknowledgment of receipt or by email with acknowledgment of receipt at least one month in advance. The convocation contains the agenda decided by the board of directors. When general meetings are convened by a fraction of their members, they may demand the inclusion of questions of their choice on the agenda.
An internal regulation or operating charter specifies and complements the operating procedures of the general meetings.
Article 16 – Ordinary General Meetings
The ordinary general meeting meets at least once a year, within six months of the end of the financial year to approve the accounts of the past financial year, and each time it is convened by the board of directors or at the request of at least one third of the members of the association.
The ordinary general meeting hears the activity report, the financial report and, if applicable, the auditor’s report.
It approves the financial statements for the financial year closed, votes on the provisional budget and gives discharge of their management to the directors.
The ordinary general meeting proceeds with the election and the dismissal of the directors.
It decides on the report referred to in Article L.612-5 of the French Commercial Code, presented to it by the chairman or the co-chairmen of the board of directors or the auditor.
The ordinary general assembly can validly deliberate only if one quarter of the members of each college are present or represented.
In the absence of a quorum on first convocation, the general meeting is again convened, but at 15 days of interval and with the same order of the day; it can then deliberate regardless of the number of members present or represented.
Decisions are taken by a majority of collegiate votes obtained for any subject.
Article 17- Extraordinary General Meetings
The Extraordinary General Meeting has the power to amend the articles of association, the dissolution of the association, its liquidation and the devolution of its property, its amalgamation or transformation, as well as to consent to or accept a contribution partial asset.
It is convened by the board of directors or at the request of at least one third of the members of each college of the association.
The extraordinary general meeting can validly deliberate only if half of the members of each college are present or represented.
In the absence of a quorum on first convocation, the general meeting is again convened, but at 10 days apart and with the same agenda; it can then deliberate regardless of the number of members present or represented.
Decisions are taken by a majority of collegiate votes.
Article 18 – The Committee of Experts
The purpose of the committee of experts is to inform the board of directors and members of the association of advances and problems in research and practices in the field of energy-climate transition. As such, the board of directors may entrust to it any study or expertise that is useful to the association, in particular to exercise an advisory role, vis-à-vis the ministers and administrations in charge of energy and environment, as well as professionals and experts in the sector. To fulfill its missions, the committee of experts establishes and maintains all useful links with the university, professional and research communities.
Within it, the committee of experts elects a chairperson for 3 years, renewable twice, the appointment of which is subject to the approval of the board of directors. Its composition, its organization and the mode of designation of its members are specified in the rules of procedure or the charter of operation.
Title IV. Dissolution and surveillance
Article 19 – Dissolution
In the event of dissolution not following a merger, the extraordinary general meeting designates one or more liquidators responsible for the liquidation operations.
It pronounces the devolution of the net assets in accordance with the provisions of the law of July 1st, 1901.
Article 20 – Rules of procedure or charter of operation
An internal regulation or charter of operation, could be elaborated by the members of the office and approved by the board of directors, specifying and supplementing as far as necessary the statutory provisions relating to the functioning of the association.
Articles published in the Official Journal associations n ° 0024 of 17/06/2017 – Advertisement n ° 01301 – n ° RNA W751211208.