STATUTS CONSTITUTIFS DE L’ASSOCIATION DES MEMBRES D’IPERNITY (IMA) ./.
SATZUNG DER „IPERNITY MEMBERS ASSOCIATION“ (IMA) ./.
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. Its short names are “AMI” (French) and “IMA” (English, German).
ARTICLE II – PURPOSE
Section 1 – Purpose: The purpose of the Association is to host, administer and make available to internet users the internet platform “ipernity” (hereinafter also: the platform) allowing the sharing of photographs, videos, documents and blogs; and to promote the platform and its services through all possible means such as promotional operations at trade fairs, through exhibitions, in social networks and through any other promotional activity.
Section 2 – Nature of the activity of the Association: The activity of the Association shall be of a commercial nature.
Section 3 – Fiscal year: The fiscal year of the Association shall be the calendar year (1 January - 31 December).
Section 4 – Non-Profit: The Association is a nonprofit organization.
ARTICLE III – HEADQUARTERS
Section 1 – Registered office: The registered office of the association is fixed at the following address:
Rue Marie Gausson, 94350 Villiers-sur-Marne, France.
Section 2 – Change of registered office: The registered office of the Association may be transferred by a simple majority vote of the Board of Officers (hereinafter: the Board).
ARTICLE IV – DURATION
The duration of the Association is unlimited.
ARTICLE V – MEMBERSHIP
Section 1 – Membership requirements: Membership (basic or premium) is open to any physical person aged 16 years or older. Membership is granted upon payment of the annual membership fee.
Section 2 – Annual fee: The amount of the annual fee shall be set annually by the Board. It shall be expressed in Euros and its equivalents in US-Dollars, Canadian Dollars, Swiss Francs, and UK-Pounds Sterling. It may only be reviewed by a majority vote of the Board.
Section 3 – Members' rights: Each member may vote for the election of the members of the Board. Members age 21 or older may be elected to the Board. Premium members are entitled to use all features of the platform. Basic membership comes with some limitations published on the Association’s website.
Section 4 – Termination: Membership is automatically terminated if the member fails to pay a due membership fee. In this case, the account is downgraded to a guest (non-membership) account with limited access to the features of the platform (also published on the Association’s website).
Section 5 – Non-Voting Users: Any person with a guest account shall be considered a non-voting user. Guests cannot be elected to the Board or to be Auditors, vote for elections to the Board, participate in the Ipernity General Assembly or Extraordinary Meetings or be appointed as Advisors to the Board.
ARTICLE VI – MEETINGS OF MEMBERS
Section 1 – Ipernity General Assembly: An Annual Meeting of Members shall be held in March. The date and time shall be decided by the President. Given the global 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, members (basic and premium) elect the Board members due for election, receive annual reports on the activities of the Association and determine the direction of the Association for the coming year. By majority vote of the members present at the Ipernity General Assembly, the Board and its members will be discharged from all responsibilities with respect to the activities covered in the annual reports.
The first such meeting shall be held not earlier than at least one year after the formal transfer of the platform to the IMA.
Section 2 – Extraordinary 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 3 – Notice of Meeting: A notice of the meeting and an agenda for each meeting shall be given to all voting members. The notice may be posted on the Association's website (IMA team blog) or provided by e-mail. The notice must be given at least two weeks before the meeting.
Section 4 – Agenda: Only items on the agenda shall be considered at the Ipernity General Assembly and at Extraordinary Meetings.
Section 5 – Quorum: Members present at any duly advertised Meeting constitute a quorum. Members are considered present if they are online available at the time of the meeting.
Section 6 – Voting: All decisions and motions to be voted upon shall be endorsed by a simple majority of those present at the Meeting.
Section 7 – Decisions: Decisions are binding on the Board and all members of the Association.
Section 8 – Report: 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 (IMA team blog).
ARTICLE VII – THE BOARD OF OFFICERS
Section 1 – Composition and responsibilities of the Boardv: The Board consists of five members:
A: The President or Chief Executive Officer (CEO)
The President must be a citizen and resident of France. Responsibilities: General policy, call for meetings, agenda, reporting including the annual reports, relations to the public administration.
B: The Vice President and Chief Marketing Officer (CMO)
Responsibilities: Member relations, newsflash, statistics, relations to the media, deputy for the CEO during an absence of the CEO. Exclusive channel for member information via IMA team blog.
C: The Treasurer or Chief Financial Officer (CFO)
Responsibilities: Bookkeeping, financial reporting, budget preparation and control, platform funding, chairs the finance committee.
The Treasurer must be a resident and citizen of the European Union (EU).
D: The Chief Technology Officer (CTO)
Responsibilities: Technical issues, data protection, tickets, internal and external support, platform improvement.
E: The Secretary
Responsibilities: Keeping, distributing and archiving the records of the Association, spam removal.
Section 2 – Role and compensation: The Board is responsible for the general policy and direction of the Association. It may delegate responsibility for day-to-day operations or limited activities and projects to Advisors or dedicated members of the Association as required. The Board does not receive any compensation for their activities. Members of the Board may be reimbursed for their IMA related expenses such as fees, travel expenses etc. when authorized unanimously by the other Officers.
Section 3 – Term of office: The members of the Board are appointed for a period of two years.
Section 4 – Overlapping terms, first term: To ensure that not all Board seats are vacated in the same year only the President (CEO), the Treasurer (CFO) and the Secretary will be elected at the first regular Ipernity General Assembly meeting in 2019 for a term of two years, the Vice President (CMO) and the Chief Technical Officer (CTO) will be elected for one year only and shall be due for re-election in 2020.
Section 5 – Electoral procedure: The Board is responsible for compiling a list of candidates for the Board. In addition, any voting member may appoint a candidate to the list of candidates with a notice by e-mail to any member of the Board. 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.
Section 6 - Identification: New Board candidates must identify themselves to the present Board with full name and address including phone numbers and e-mail address. Failure to do so shall result in non-admission to the list of candidates, which is being kept by the board.
Section 7 – Election of the Board: The members of the Board are elected or re-elected by the voting members at the Ipernity General Assembly by a simple majority.
Section 8 – Quorum: Decisions required for business transactions involving expenditures have to be taken 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 9 – Resignation 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 10 – Permanent Online Meeting: Considering the global character of the Association Board and Advisory Council are in permanent exchange via e-mail. Decisions, motions, actions and the respective ownerships derived in this process shall be duly recorded by the Secretary and stored in an online archive accessible by Board members and advisors. Therefore, other formal meetings apart from the Ipernity General Assembly as per ART VI, Section 1 shall not be held.
Section 11 – Executive Assistants: Each member of the Board may nominate at his/her discretion Executive Assistants who may serve as a support team to the Board member. The Executive Assistants shall not have access to the Permanent Online Meeting as per section 10 above and must be members of the Association.
ARTICLE VII a – ADVISORY COUNCIL
Section 1 – Appointment and role: The Board may appoint and dismiss Advisors to the Board 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 members of the Association. Advisors resign by a simple email to the Board.
Section 2 – Information exchange: The Advisory Council shall have access to all communications exchanged between the Board members and are free to comment on all communications. This information may be confidential and shall not be communicated to the public or to members of the Association.
ARTICLE VII b - AUDITORS
Section 1 – Election and role: The members present at the Ipernity General Assembly shall appoint two Auditors who shall be responsible to certify the annual financial report compiled by the CFO prior to the Ipernity General Assembly. The 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 2 – Term and membership: The Auditors will be elected for one year and can only be re-elected after a pause of at least one year. Any member including advisors may be elected as Auditors except for members of the Board.
ARTICLE VIII – FINANCE COMMITTEE
Section 1 – Finance Committee: CFO, CMO, and CTO are members of the Finance Committee which is chaired by the CFO. The Finance Committee is responsible for the annual budget, development, and review of tax procedures and fundraising. The Board must approve the budget and all expenses must be in line with the budget. Any significant change in the budget must be approved unanimously by the Board. Quarterly and annual reports must be presented to the Board indicating revenues, expenses, pending income, assets, and liabilities. The financial records (annual report) of the Association are public information and shall be made available within 30 days on the ipernity website after each Ipernity General Assembly.
ARTICLE IX – RESOURCES
Section 1 – Resources: The Association's resources consist of annual member contributions, miscellaneous and ancillary contributions, donations, income from promotional operations, income from financial and investment interests, state or municipality grants.
ARTICLE X – AMENDMENTS
Section 1 – Amendments: The Board may by unanimous decision propose amendments to the statutes to the General Assembly. Amendments shall be published in the IMA team blog and must be ratified by a simple majority of the members at the next Ipernity General Assembly to become effective."
ARTICLE XI – LIQUIDATION
Section 1 – Liquidation: The liquidation of the Association shall be decided by a two-thirds vote at the Ipernity General Assembly or an Extraordinary Meeting. In the event of liquidation, all funds must be paid to a non-profit charitable organization. Any proposal to liquidate the Association must be communicated to the agenda prior to the Assembly/Meeting.
These Statutes were revised to reflect operational changes and omission of irrelevant sections on March 5, 2019.
These Statutes were amended by unanimously approved amendment of August 12, 2017.
These statutes were approved unanimously by the founders of the Association at the Constitutive Assembly of the Association on February 18, 2017.
This English translation of the statutes is provided for information. In case of conflict, the French original version applies.
[English pdf file]
Visible by: Everyone (public).
All rights reserved