Governing bodies of an association

Verified 03 September 2021 - Directorate for Legal and Administrative Information (Prime Minister)

Law 1901 does not define the administrative bodies of an association. Therefore, an association is free define its operating bodies, their powers and the competent body to represent it vis-à-vis third parties. However, the law may impose model statutes on certain categories of associations. In Alsace-Moselle, associations must have a directorate which is the legal representative of the organization.

General case

The law says nothing about the governing bodies of an association. Thus, it is in principle free define its operating bodies, their duties and the body competent to represent it vis-à-vis persons outside the association (called third party).

Traditionally, the bodies of the association are the general assembly, the board of directors, the office.

However, the law requires the persons responsible for the administration of the association to declare at the Registry of Associations the following information concerning them:

  • Name
  • Occupation
  • Home
  • Nationality

This information must be provided when the association is set up. The same is true with every change of leadership.

The law may also impose standard statuses certain categories of associations (e.g. approved fisheries and aquatic protection associations).

In principle, the statutes freely determine the composition and powers of the general meeting (GA).

Rules and regulations The statutes and/or a meeting shall also lay down the frequency of meetings (e.g. every month), the conditions for convening, voting, quorum, etc.

If the statutes do not specify the composition of the AG, all members of the association must be called to the meeting.

In the absence of any legal provision or precision in the statutes, the AG is considered to have general competence to take decisions that are not part of the day-to-day management of the association.

Examples include:

  • Appointment and removal of officers
  • Approval or rejection of accounts
  • Amendment of the statutes
  • Initiation of legal proceedings
  • Acquisition or sale of immovable property
  • Exclusion of a member

The holding of a general meeting shall be obligatory for the following decisions:

  • Request the recognition of public utility
  • Fulfill the obligation to function democratically in associations that have been granted state approval
  • Decide on the fate of the association's property in the event of dissolution and in the absence of a statutory provision on this subject
  • Approve the annual accounts within associations to draw up annual accounts and appoint at least one auditor and in the bond issuing associations
  • Approve the auditor's report in the event of the implementation of an alert procedure where facts liable to jeopardize the continuity of the association's business have been identified
  • To benefit from an exemption from VAT: titleContent services of a social, cultural, educational or sporting nature provided to their members by non-profit-making associations and managed on a selfless basis

The holding of a general meeting shall be obligatory for some regulated associations: associations recognized as being in the public interest, religious associations, approved sports federations, departmental, interdepartmental, regional and national hunters' federation.

In principle, an association is not required to establish a Board of Directors (GC).

However, if it is subject to model statutes which require it, it will have to set up a CA. In this case, the statutes shall define the composition and powers of the Board.

Rules and regulations The statutes and/or a meeting shall also lay down the frequency of meetings (e.g. every month), the conditions for convening, voting, quorum, etc.

In the absence of any specification in the statutes, the Board is considered to be responsible for the day-to-day management of the association. Thus, it is responsible, inter alia, for preparing the budget, monitoring its implementation, preparing the meetings of the General Assembly and implementing its decisions.

An association is not required to set up an office.

Rules and regulations When it is put in place, the statutes or a The office usually consists of:

  • 1 chair and possibly 1 or more vice-chairs
  • 1 secretary and possibly 1 assistant secretary
  • 1 treasurer and possibly 1 assistant treasurer

The tasks of the office generally consist of day-to-day management tasks as defined in the statutes. They must be separate from those of the board of directors.

The body empowered to represent the association, as legal person, vis-à-vis third parties, shall in principle be specified in the statutes. It's usually the chair, but it could be someone else as well.

Its acts bind the association vis-à-vis third parties (banks, administrations, justice, other associations,...).

The articles of association may give him the possibility of delegating all or part of his powers to one or more other members of the association. In this case, the authorized body shall remain jointly responsible for the acts carried out on behalf of the association by those to whom it has delegated its powers.

Alsace-Moselle

Association must have a directorate who is the legal representative of the organization.

According to the provisions laid down in the statutes, the management may consist of one or more persons.

The members of the management shall be appointed by the meeting of the members, unless the statutes contain another provision.

Management may be freely removed from office unless the statutes contain a provision limiting this possibility to one or more serious grounds. This may happen, for example, in the event of a serious breach of the duties laid down in the statutes.

If the number of members of the management becomes less than the minimum laid down in the statutes, the court shall, at the request of any interested party, appoint the member or members who are missing.

Board members appointed by the tribunal have only provisional powers. These shall end when new members are appointed in accordance with the rules laid down in the Statute.

The court having jurisdiction shall be that within the jurisdiction of which the association has its seat.

Who shall I contact

Registration in the register of associations of members of the management appointed by the court shall be automatic.

A member of the management has the right to leave the association and consequently its management.

However, the statutes may provide that this right may be exercised only at the end of a exercise or at the end of a period of notice of up to two years.

The Directorate is responsible for declaring the association to the competent court for registration in the register of associations.

The composition of the management at the time of the initial declaration of the association, then any modification and renewal of one of the members must be declared for entry in the register.

Who shall I contact

The management shall represent the association in legal proceedings and vis-à-vis third parties, subject to any limits laid down in the statutes.

More generally, the affairs of the association that fall within the remit of the management are defined by the statutes.

Management must provide the court requesting it with a certified statement of the number of members of the association.

Where the management is composed of several persons, it shall adopt its resolutions by a majority of the members present, unless the statutes provide for another rule.

A resolution shall also be valid outside any meeting, if all members give their agreement in writing to the resolution.

A member of the management shall not have the right to vote, where the purpose of the resolution is to conclude a contract with him or to initiate or terminate legal proceedings between him and the association.

The statutes may, however, lay down different provisions concerning these three rules.

Convening of the meeting

The meeting of the members of the association must be convened in the cases provided for in the statutes.

She must also be summoned when a 10me of members (or such other proportion of members as may be determined by the articles of association) so request in writing and whenever the interests of the association so require.

The conditions governing the convening of meetings of members and the form in which they are to be convened shall be laid down in the statutes.

Conditions for the validity of the votes of the meeting

Matters of the association which do not fall within the competence of the management shall be settled by the assembly of members. It shall adopt its resolutions by a majority of the members present. However, the statutes may provide for another rule.

A resolution shall also be valid outside any meeting, where all members give their agreement in writing.

For a resolution involving an amendment to the statutes, a majority of ¾ of the members present is required.

To change the purpose of the association, the agreement of all members is required (the agreement of absent members must be given in writing). The statutes may provide for other provisions.

A member of the association shall not be entitled to vote in the following cases:

  • The purpose of the resolution is to conclude a contract with him
  • The purpose of the resolution is to initiate or terminate legal proceedings between him and the association

The assembly may vote, by a majority of ¾ of the members present (or by another majority fixed by the statutes), for the dissolution of the association.

The procedure for recording votes shall be laid down in the statutes.

Resignation of members

Members have the right to leave the association.

However, the statutes may provide that this right may be exercised only at the end of a exercise or at the end of a period of notice of up to two years.

If the number of members of the association drops below 3, the court must withdraw the legal capacity to the association at the request of the management. The two-year period has passed, the court automatically withdraws it.