STATUTES OF THE “IPERNITY MEMBERS ASSOCIATION” (IMA)

ARTICLE I – CONSTITUTION

An Association governed by French civil law (the Code Civil) of 1 July 1901 and the decree of 16 August 1901, entitled “Ipernity Members Association”, is hereby established, hereinafter also referred to as “Association” or “IMA” for short.

ARTICLE II – PURPOSE

Section 1Purpose: The purpose of the Association is to provide a website for its registered members that allows the upload and storage of photos or images, videos, or other files for which the members have the exclusive copyright, as well as to write blogs, and to share this content publicly, or optionally privately with family and friends.

Section 2Task: It is the task of the Association to maintain and administer this website and to keep it publicly accessible. Furthermore, it is the task of the Association to promote the website by reasonable and considered means of advertising.

Section 3Fiscal year: The fiscal year of the Association shall be the calendar year (1 January - 31 December).

Section 4Non-Profit: The Association is a non-profit organization. Membership contributions shall be used exclusively to cover the costs incurred in fulfilling the purpose of the Association. Long-term surpluses must not be generated.

ARTICLE III – HEADQUARTERS

Section 1Registered office: The registered office of the association is fixed at the following address: 16 Rue Marie Gausson, 94350 Villiers-sur-Marne, France.

Section 2Change of registered office: The registered office of the Association may be transferred by a simple majority vote of the Board of the Association (hereinafter: the “Board”).

ARTICLE IV – DURATION

The duration of the Association is unlimited.

ARTICLE V – MEMBERSHIP

Section 1Requirements and quality: Membership is open to any physical person aged 16 years or older. The contractual relationship between the association and its members is a membership contract. The contract comes into effect following the registration of an applicant on the association's website and its acceptance by the association by confirmation email. The rights and obligations of members are defined below. For the duration of a membership, the association allows the use of its website to the extent described. However, there is no direct exchange relationship between the association and the user, no service contract.

Section 2Guest membership: Guest membership is initiated by registering via the registration page of the website and its acceptance by the association via confirmation email. It includes only limited possibilities and rights. The possibilities are explained in detail in a tabular overview on the website. Guest members have no voting rights. They cannot participate in ordinary or extraordinary general meetings. They cannot be elected to the Board of the Association or as cash auditors, nor can they be appointed as advisors.

Section 3Full membership: Full membership requires prior joining of the Association as a guest member. Full membership begins with the payment of the membership contribution after prior agreement to the conditions of full membership (opt-in procedure). Full membership includes the right to vote at the general meeting of members and gives access to other functions of the website to a varying extent, depending on the level of the membership contribution. The possibilities are explained in detail in a tabular overview on the website.

Section 4Membership contribution: The amount of the membership contribution depends on the desired range of functions and storage space volume. It shall be set annually by the General Assembly of members for all options. The reference currency is the Euro. The membership contribution amount in the other currencies (British Pound, Canadian Dollar, Swiss Franc and US-Dollar) is calculated according to official exchange rates in relation to the Euro. In the event of large fluctuations in exchange rates, the Board of the Association shall be entitled to make adjustments during the year. In the case of future membership contribution adjustments, the new (lower or higher) membership contributions shall apply indiscriminately to all full members from the date of the adjustment for the period thereafter. Any difference from the previous (paid in advance) membership contribution shall be calculated on a pro rata basis for the remaining period until the end of the full membership. These calculated differences shall either be refunded to the member by the Association or paid by the member to the Association in arrears. Alternatively, the association has the right to apply a time equivalent of the calculated difference to the remaining time until the end of the full membership.

Section 5Membership privileges: Each registered member is allowed to use the website to the extent according to section 2 of this article. Full members have an extended scope at their disposal. They are also entitled to participate in the annual General Assembly of members and may vote for the election of the members of the Association's Board. Members who are 21 years of age or older may be elected to the Association's Board.

Section 6Termination: A full membership expires automatically if a full member fails to pay a due membership contribution. In this case, the member’s account will be downgraded to a guest account (guest membership) with limited access to the website functions and reduced storage space. Content that exceeds the limits for guest memberships will be deleted in accordance with a procedure set out in the Terms of Use with the deadlines specified therein. It is not recoverable thereafter. Irrespective of this, each membership expires by deletion of the member’s account.

ARTICLE VI – MEETINGS OF MEMBERS

Section 1Ipernity General Assembly: An Annual Meeting of Members shall be held in March. The date and time shall be decided by the President. Given the international nature of the Association, the meeting shall be held online. The details and related procedures shall be communicated in the invitation to the Ipernity General Assembly. At the Ipernity General Assembly, the full members present shall take note of the annual financial report and the activity report of the Board. They discharge the Board of the Association from its responsibility for all activities in the past financial year by majority vote. They elect the vacated Board mandates and determine the direction of the Association for the coming year.

Section 2Extraordinary Meetings: Extraordinary Meetings of members may be convened by the President or a simple majority of the Board. A petition signed by five percent of the members of the Association may also call an Extraordinary Meeting.

Section 3Notice of the Meeting: A notice of the meeting and an agenda for each meeting shall be given to all members entitled to vote. The notice shall be posted on the Association's website in the Club News. The notice must be given at least two weeks before the meeting.

Section 4Agenda: Only items on the agenda shall be considered at the Ipernity General Assembly and at Extraordinary Meetings.

Section 5Quorum: Full members present at any duly announced Meeting constitute a quorum. Members are considered present if they are connected online at the time of the meeting. They must register beforehand to attend the meeting and prove their identity by means of some form of identification containing a photo (ID card, drivers license, etc.).

Section 6Voting: All decisions and motions to be voted upon shall be endorsed by a simple majority of the full members present at the Meeting. Members of the current Board of the Association and candidates for the new Board of the Association are not entitled to vote on their own mandates.

Section 7Decisions: Decisions of the General Assembly are binding on the Board and all members of the Association.

Section 8Report: Minutes of the Ipernity General Assembly and Extraordinary Meetings including all decisions, motions, and actions taken shall be compiled by the Secretary, duly recorded, archived and published on the Association’s website in the Club News.

ARTICLE VII – THE BOARD OF THE ASSOCIATION

Section 1Composition and responsibilities of the Board: The Board of the Association consists of five members. To the extent permitted by law, they may deputise for each other and reassign the duties described below at any time during the term of office by resolution.

In the following, ⚠️ = This task is time-critical and therefore requires an appropriate presence.

A: The President

The President shall be the official representative of the Association vis-à-vis authorities, banks and business partners. He/she shall be inscribed as such in the official register of associations and with the banks. He/she is the official representative of the Association in public. He/she is fully authorised to sign for the fulfilment of his/her tasks and receives full access to the ipernity database (via admin tool). He/she shall also have full access to the Association's bank accounts.

Duties: Defining the strategy in consultation with the entire Board and the advisors. Appointing advisors. Liaising with the authorities. Being the highest authority in settling internal conflicts. Convening the annual general meeting (IGA). Preparing and presenting the annual activity report. Chairing the regular Board meetings. Clarifying decision-relevant issues before all meetings together with the other Board colleagues and the advisors. Issuing warnings to members in case of serious violations of the Terms of Use (copyright violations, hate speech, pornography, etc.). Blocking member accounts in case of repeated violations despite warnings. Monitoring the activities of the Treasurer. In the case of a relocation of the association's headquarters or re-founding: Coordination of all necessary official measures.

B: The Vice President

The Vice President of the Association can stand in for the President in dealings with authorities and business partners and is entered as such in the official register of associations. He/she shall be the official representative of the President in public. He/she is fully authorised to sign on behalf of the Association's President and shall have full access to the ipernity database (via the admin tool).

Duties: Maintaining a list of all club members independently of the website. Generating regular statistics and forecasts on membership trends. Creating and publishing the periodical Club News ⚠️. Maintaining relations with the media. Selecting and finalising eye-catching images for the homepage. Creating and distributing press releases. Coordinating all activities to promote the club website to appropriate advertisers.

C:The Treasurer

The treasurer must be an EU citizen. He/she is authorised to sign with banks and business partners. He/she shall be registered in the official register of associations and with the banks. He/she will be given access to all bank accounts and PayPal (two-factor authentication) to perform his/her duties. He receives access to the AWS console and full access to the ipernity database (via admin tool). Basic knowledge of Excel is required to maintain existing spreadsheets.

Duties: Drawing up the annual budget. Regular prompt monitoring of the budget for deviations. Ad-hoc information for the Board in the event of major irregularities. Drawing up quarterly reports for the Board. Drawing up the annual financial report with explanations of any special business transactions. Drawing up and regular updating of the medium-term forecast (5 years). Regular prompt monitoring of the bank account ⚠️. Ensuring liquidity for the payment of periodic invoices ⚠️. Payment of aperiodic invoices ⚠️. Manual release of subscription renewals made via bank transfer ⚠️. Regular timely monitoring of the PayPal account ⚠️. Regular transfer of PayPal surpluses to the bank account. Fixed-interest investment of surplus liquidity. Regular timely maintenance of the cash book ⚠️. Monthly review of incoming invoices for correctness. Economic optimisation of AWS server agglomeration (Reserved Instances).

D: The Webmaster

The webmaster coordinates all technical measures required to maintain the operational performance of the Association’s website. This requires full access to the ipernity database (via admin tool) and unrestricted access to the AWS console. Basic knowledge and skills in HTML, PHP, CSS, mySQL and Javascript are useful for the timely resolution of simple faults. Additional IT knowledge and skills are desirable.

Duties: Permanent monitoring of the system-generated error messages (Nagios, AWS Cloudwatch, Google Suite, mail accounts of the Association) ⚠️. Fixing simple malfunctions. Adapting the ipernity software to any updates of the operating software used. Adapting the ipernity software to changing interfaces. Quarterly upload of the frontpage images. Setting up an information banner as required. Adaptation of the user interface to changing requirements and/or wishes of the users. Targeted queries of the database on a case-by-case basis to support the Board colleagues in their work. Technical optimisation of the AWS servers (security, performance). Technical optimisation of the S3 data storage (Intelligent Tiering). Contact person to IT service providers who have to be involved on a case-by-case basis to resolve difficult problems. In case of software migration or reprogramming: Technical project coordination.

E: The Moderator

The Moderator coordinates all internal matters of the Board and is responsible for the timely handling of membership matters.

Duties: Convening regular board meetings. Preparing the agenda and draft resolutions for board meetings. Taking minutes of the Board meetings. Maintaining, distributing and archiving the association's records. Preparing and publishing the IGA agenda in a timely manner. Taking the minutes of the IGA. Responding to general enquiries from members (tickets) ⚠️. Handling the complaint of inappropriate content ⚠️. Checking release of pictures for the gallery ⚠️. Removing spam ⚠️. Officially welcoming new members in their guestbook and via Iper-Mail ⚠️.

Section 2Role and compensation: The Board of the Association is responsible for the general policy and management of the Association. The members of the Board do not receive any compensation for their activities. However, members of the Board may be reimbursed for their IMA related expenses such as fees, travel expenses etc. when authorized by the Board of the Association.

Section 3Term of office: The members of the Board are appointed for a period of two years. To ensure the continuity of the Board activity and the preservation of expertise, the terms of appointment of Board members should overlap as far as possible.

Section 4Electoral procedure: The Board of the Association is responsible for compiling a list of candidates for the election to the Board of the Association. In addition, any voting member may nominate candidates by notifying the Board by ticket.

Section 5Identification: Each member of the Board must identify himself/herself to the other members of the Board with full name and address including phone numbers and e-mail address. New Board candidates also must identify themselves to the present Board with full name and address including phone numbers and e-mail address.

Section 6Election of the Board: The members of the Board are elected or re-elected by the voting full members at the Ipernity General Assembly by a simple majority.

Section 7Quorum: Decisions on business transactions involving expenditures have to be made unanimously by the Board. All other decisions are carried by a simple majority. In the event of a tie, the President or, in his absence, the Vice-President, shall break the tie.

Section 8Resignation and dismissal: The resignation of any member of the Board shall be subject of an email sent to the other members of the Board. A member of the Board may be dismissed from office by a unanimous vote of the rest of the Board.

Section 9Board Meetings: Considering the global character of the Association the Board members and the advisors are in permanent exchange via e-mail. Decisions and measures derived from this are to be communicated by the responsible board member to the Moderator. The moderator then prepares official draft resolutions for online board meetings, which are to take place every two months. In these board meetings, the draft resolutions are finally discussed and decided upon. The minutes of the board meetings are to be stored by the Moderator in an online archive, which is accessible by Board members and advisors.

Section 10Executive Assistants: Each member of the Board may nominate at his/her discretion Executive Assistants. They must be full members of the Association.

ARTICLE VII a – ADVISORY COUNCIL

Section 1Appointment and role: The Board may appoint and dismiss Advisors forming the Advisory Council. The Advisory Council shall advise the Board upon request and be available for the handling of self-contained work packages or tasks delegated by the Board. Advisors may initiate motions but have no vote on Board decisions. The Advisors have to be full members of the Association. Advisors resign by a simple email to the Board. Their appointment shall automatically expire on the day of the General Assembly. They may be reappointed at any time.

Section 2Information exchange: The Advisory Council shall have access to all communications exchanged between the Board members and are free to comment on all communications. As this information may be confidential it must not be communicated to the public or to members of the Association.

ARTICLE VII b – CASH AUDITORS

Section 1Election and role: The full members present at the Ipernity General Assembly shall appoint two Cash Auditors who shall be responsible for certifying the annual financial report compiled by the Treasurer prior to the Ipernity General Assembly. The Cash Auditors shall present their report at the Ipernity General Assembly and – if they confirm a proper bookkeeping and complete financial records – propose a motion to discharge the Board.

Section 2Term and membership: The Auditors will be elected for one year. Any full member may be elected as Cash Auditor except for members of the Board.

ARTICLE VIII – FINANCE COMMITTEE

(omitted)

ARTICLE IX – RESOURCES

Section 1Resources: The Association's resources consist of member contributions, donations and income from financial and investment interests.

ARTICLE X – AMENDMENTS

Section 1Amendments: The Board may propose amendments to the statutes to the General Assembly. Proposed amendments shall be published on the Association website in the Club News and must be ratified by a simple majority of the full members at the next Ipernity General Assembly to become effective.

ARTICLE XI – LIQUIDATION

Section 1Liquidation: The liquidation of the Association shall be decided by a two-thirds vote at the regular Ipernity General Assembly or an Extraordinary Meeting of members. In the event of liquidation, all debts to banks or business partners must be paid in the first instance, as well as the remuneration for any external liquidator to be appointed. Secondly, donations for social purposes must be returned to the donors pro rata. In the third place, advance contribution payments over a period of 12 months are to be refunded pro rata. In fourth place, the regular contribution payments are to be refunded pro rata. Refunds to members will be made net after deduction of any fees incurred, either via Paypal or to a bank account to be specified by the member. Any funds remaining thereafter must be paid to a non-profit charitable organisation. Any proposal to liquidate the Association must be communicated to the agenda prior to the Assembly/Meeting.

CERTIFICATION

These Statutes were revised on March 1, 2021, to reflect operational changes. The amendments were approved by the General Assembly of Members on March 28, 2021.

These Statutes were revised on February 23, 2019. The amendments were approved by the General Assembly of Members on March 31, 2019.

These statutes were approved unanimously by the founders of the Association at the Constitutive Assembly of the Association on February 18, 2017.

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This English translation of the statutes is only provided for information. In case of conflict, the French original version applies.