ARTICLE 1 –ASSOCIATION’S CONSTITUTION
The signatories of the first statutes filed on 22 July 1985, and any members who have since joined, constitute an association under the law of 1st July 1901 and the decree of 16 August 1901.
The statutes that govern this association are being held at the prefecture of the department in which the head office is located.
ARTICLE 2 – DENOMINATION
The name of the association is:
“ENTREPRISES & MEDIAS,
ASSOCIATION OF DIRECTORS OF COMMUNICATION”
ARTICLE 3 – AIM OF THE ASSOCIATION
The purpose of the association is to bring together companies and institutions’ heads of communication, to foster reflection and exchange on all matters related to communication and its development, and carry out all related activities, in particular and including, those described in article 7.
ARTICLE 4 – DURATION OF THE ASSOCIATION
The association is established for an indefinite term.
ARTICLE 5 – COMPOSITION OF THE ASSOCIATION
The association is made up of:
- The founding members whose names are listed in the bylaws
- Active members, natural persons who have paid their annual dues and meet the following criteria.
To become an active member of the association, one must be:
- in charge of a company or institution’s communication department
- meet the accession conditions laid down in the bylaws
- meet the approval of the board of directors, acting by unanimity.
The communication directors of group subsidiaries and the deputy-directors of communication may become active members in accordance with the terms set out in the bylaws.
People who no longer exercise their functions as communication directors may remain active members on a temporary basis. The bylaws specify conditions for the application of this rule.
ARTICLE 6 – RUNNING OF THE ASSOCIATION
Article 6 – 1 Board of directors
A board of directors composed of twelve members at most administers the association. All active members may stand for election, with the exception of deputy-directors of communication. After publicly submitting their application, the directors are elected by secret ballot at the ordinary general meeting for a three-year term renewable no more than two times.
Article 6 – 2 Vacancy for the post of director
In case of a vacancy for a post of director, the council may fill the vacancy by appointing an interim administrator. At the very next general meeting, should he/she wish to extend this mandate, an application will be publicly submitted to a vote by the members of the association.
Article 6 – 3 Directory board of the association
The directory board is made up of a president, a vice-president and a treasurer chosen amongst the directors. After filing in their application and presenting their agenda at the board meeting that follows the annual meeting, members of the directory board get elected by the directors for a three-year term, renewable once, up to the ceiling set for fulfilling the directorship function. Voting shall be done by a show of hands, unless a third of the directors present request a secret ballot. In case of a vacancy, the directors shall elect a new member of the directory board for the remainder of the term of office. This time span is added, where appropriate, to the term duration stipulated in the preceding paragraph.
Art 6 – 4 Proceedings of the board of directors
The board of directors meets at least four times a year, when convened by the president or at the request of a quarter of its members.
All decisions are taken by a majority of votes. In the event of a tie, the president’s vote is decisive.
Art 6 – 5 General meetings
The ordinary general sssembly comprises all the active and founding members of the association. It is convened once a year, in the form laid down in the bylaws, addressed at least two weeks prior to the fixed date. The agenda is stated on the convocations.
The ordinary general assembly annually approves the actions taken, those forthcoming as well as the accounts and the budget.
The general assembly shall meet in extraordinary session when ruling over any amendments to the statutes. This assembly must be composed of at least a quarter of its active and founding members. Rulings require a three-quarter majority of the members present.
Article 6 – 6 Bylaws
The board of directors establishes the bylaws; members shall be informed without delay and have access to the bylaws at the head office.
ARTICLE 7 – ASSOCIATION’S ACTIVITIES
In accordance with the purpose of the association laid down in article 3, the activities of the association include:
- the design and implementation of seminars, thematic workshops, workgroups, events, symposiums, conferences, etc.
- the planning and organising of study tours
- the conducting of national surveys and studies
- the printing of publications
- relationships with all French and foreign organisations interested in all matters of communication
- press relations
- the holding of convivial meetings.
ARTICLE 8 – STRUCTURE DEPENDENT ON THE ASSOCIATION
The association gives its active members who are no longer in charge of a communication department the opportunity to remain connected with the association in a structure called “Club Entreprises & Médias”.
Participation in the E&M club does not confer the status of member of the association.
Former active members may apply to become Club members.
Pensioners may apply to gain or maintain Club membership.
The interested parties may submit a formal application to the board of directors, which will approve their integration into the Club.
The bylaws stipulate the activities its members can participate in.
A Club member endowed once again with the role of communication director must leave the Club and reintegrate the association after submitting an application to the board of directors, which must approve it.
ARTICLE 9 – ASSOCIATION’S RESOURCES
The resources of the association shall comprise:
- the active members’ annual fees, whose amount is set each year by the board of directors
- club membership fees, according the criteria set out in the bylaws for the various categories of club members
The fees’ payment methods are defined in the bylaws.
- income from assets
- any other resources relevant to the purpose of the association, which laws and regulations allow.
ARTICLE 10 – HEAD OFFICE
The head office of the association is located at:
35 rue d’Aboukir
The registered office can be transferred at any time by decision of the board of directors.
Article 11 – DISSOLUTION
In the event that dissolution be decided at a general assembly on a two-third majority, one or more liquidators shall be appointed and the assets, if any, devolved in accordance with article 9 of the law of 1st July 1901, or according to the provisions laid down for the transformation of the association into a foundation.
ARTICLE 12 – FORMALITIES
The president of the association shall carry out the declaration and publication formalities prescribed by current legislation. Full authority is granted to the bearer of these articles.
Amendment of the statutes as approved by the extraordinary general assembly of 10 March 2004.