By-laws of TheTransitioner legal entity

Article 1 : Constitution and denomination

Between the members adhering to the following rules, The Transitioner, hereafter called “The Association”, is constituted under the law of July 1st 1901 and under the ruling of August 16th 1901.

Article 2: Object

The purpose of this association is to support, promote and participate in all kinds of activities aiming to develop the collective intelligence, wisdom and conscience of human organizations.

Article 3: Head office

The head office is established at 148B route du Château, Clos les Alpilles, La Barben (13330).
It can be transferred by simple decision of the Governing Board. (Board of Directors).

Article 4: Duration of the association

The duration of the association is unlimited.

Article 5: Means of action

The means for action of the Association are notably:

• Publications, training session, conferences, stages, working sessions;
• Organization of manifestations and any initiative which can help to accomplish the object of the Association;
• Development of tools, technologies;
• Permanent or occasional sale of any product or service fitting the frame of its object or likely to contribute to its accomplishment.

Article 6: Composition of the Association

The Association is composed of active members. Anyone may become a member of the Association by paying his dues. This membership however will only be final by agreement of the Governing Board or of the General Assembly. The status of the members (associate, honorary, etc) of the Association is decided by the Governing Board.

Article 7: Admission and adhesion

Any person interested in the objects of the Association may become a member, after paying his dues and once the Governing Board has accepted his membership. Adhesions are put in writing, signed by the applicants and confirmed in writing by the Governing Board, who, in case of rejection, is not obliged to motivate such rejection.

Article 8: Loss of membership

Membership is lost by:

• Resignation
• Death
• Expulsion by a verdict returned by the Governing Board in the case of non payment of dues or of serious motives.

Article 9: Resources of the association

The resources of the Association include:

• The amount of annual dues Private and public subventions, from natural persons or corporate bodies.
• Private and public grants of natural persons and corporate bodies
• Payments earned by the Association for services provided by the Association. Any other resource legally permitted

If annual resources exceed expenses, the allocation of the excess resources will be decided by the General Assembly upon a proposition by the Governing Board.

Article 10: Ordinary Session of the General Assembly

The ordinary session of the General Assembly includes all members of the Associations having paid their dues. It is held on a yearly basis. With a minimum of fifteen days before the date set, all members of the Association are called together by an e-mail of the Secretary. The agenda is stated on the convocation.

The president chairs the Assembly and explains the moral situation of the Association. The treasurer renders an account of his administration and submits the balance for the approval of the Assembly. After the fulfillment of the agenda, The Assembly takes up the renewal of the members of the Governing Board.

The Assembly also sets the amount of annual dues.

The decisions of the Assembly are made by qualified majority of the members present.

Article 11: Governing Board

The Association is managed by a Governing Board of a maximum of 11 members, elected for 3 years by the General Assembly.

The directors can be re-elected.

The Governing Board has the broadest power to decide on, and to carry out the operations aiming towards the accomplishment of the object of the Association. As a matter of principle, decisions are made by a majority of the votes of present or represented Directors.

In case of vacancies, the Governing Board can provisionally substitute members. Final substitution is made by the General Assembly.

The Governing Board can be dismissed and renewed by decision of more than two thirds of the members of the General Assembly, by calling together a General Assembly at any time of the year.

The Governing Board meets as often as needed and at least once a year, or by convocation made by at least one quarter of the Directors. All decisions are taken by majority of the votes of present or represented Directors. When the vote is split evenly, the vote of the President prevails. The persons invited by the Governing Board to provide expertise on a concrete technical issue only have a consultative voice. Minutes of each meeting are established and signed. They can be sent to members who ask for them by ordinary or electronic mail...

Article 12 : Representative Office

The Governing Board selects, among its members, a representative office made of a President, a Secretary and a Treasurer.

The secretary can be treasurer.

The Governing Body can also appoint technical advisors, members or non members of the Association, to provide the technical assistance required for the accomplishment of the object of the Association... These advisors only have a consultative voice in the meetings of the Governing Board or of the Representative Office.

The president is elected for a renewable mandate of three years. He represents the Association in all its actions in every day life and in legal matters, but he can also delegate this function.

In case of resignation, temporary or definitive incapacity, or of any other event preventing the President to fulfill his functions in the interest of the Association, the members of the Office appointed by the president, or by default, the member of longer membership in the Association will exercise the functions of the President on a temporary basis.

Article 13 : Extraordinary Session of the General Assembly

If needed, or on demand by one third of the members, the Governing Board will call together an Extraordinary Session of the General Assembly. The convocation rules are the same as those of an Ordinary Session of the General Assembly.

The agenda is the modification of the articles or the dissolution. Deliberations are sanctioned by a majority of two thirds of the members present.

Article 14 : Dissolution

If the Extraordinary Session of the General Assembly pronounces the liquidations, it will appoint one or more liquidators, and the assets, if any; will be entrusted to an association having similar goals in agreement with article 9 of the law of July 1st 1901 and with the ruling of August 16 1901.

Article 15 : Internal rules

A set of internal rules may be established by the Governing Board who submits it to the General Assembly for approval. These possible rules are meant to fix the various points not foreseen in the statutes, notably those relating to the internal administration.