A.E.P.-ACADEMIE EUROPEENE DE PHILATELIE

Statutes

PREAMBLE

The AEP – Académie Européenne de Philatélie - is a French Association of a European and non-political purport, incorporated under the provisions of the 1901 Act with the stated object of bringing together philatelists who subscribe to the following:

• A due openness towards the international world, and specifically towards Europe, The AEP is a European organisation: its composition, activities and operational running, shall be inspired by openness towards foreign countries.
• Consensus,
  All AEP members must be allowed to express their views; they shall do so at the General Meeting, which is to be held at least once a year.
  The administration and management of the AEP shall be conducted as a collective body. The President’s duties include, among other things, ensuring the good harmony between the various bodies and components of the Association and particularly between the Board of Directors and the Executive Committee of the Association.
  

TITLE I
Registered office, Object, Name and Duration

Article 1 :

Between the undersigned parties and the other persons, in observance of the present Statutes, and in compliance with the conditions detailed below, an Association is hereby incorporated, governed by the Act dated 1 July 1901 and by the present Statutes.

Being of international purport, the present Association shall be independent from all and any state institutions or bodies which its members may adhere to or participate in; the Association shall be committed to respect the autonomy of each of its members and shall, in no way, be allowed to interfere with the normal functioning of a national or local Association which has members of the academy amongst its membership.

Any disputes of a philosophical, trade unionist, political or religious nature within the academy are prohibited.

Article 2 :

The Association adopts as its objectives: to research and promote all initiatives ways and means deemed conducive to bringing together philatelists from a wide number of countries. In the same spirit, the Association sets itself the aim of promoting all and any initiatives that bring together philatelists of all countries. On no account may the activities of the AEP be allowed to conflict with the ethical and professional rules or any rules and regulations pertaining to the personal status of the various persons adhering thereto.

The official languages of the Association shall be French and English.

The AEP is by its nature a non-profit organisation.


Article 3 :

The Association shall have the name of Académie Européenne de Philatélie. Or AEP for short.

Article 4 :

The Association’s registered office shall be located at the Musée de la Poste (Postal Museum), 34 Boulevard de Vaugirard, 75015 Paris, France. Any transfer or relocation of said office shall be subject to the prior authorisation by a simple majority of the votes of the General Meeting in regular session.

Article 5 :

5-1 : The Association has been established for a duration of 30 years, effective as of today and          renewable.

5-2 :The Association’s financial year shall commence on 1st October and close on 30th          September.

Article 6 :

6-1 : The association shall consist of active members who:

• duly observe the present Statutes,
• have a due knowledge of philately and an interest in this matter,
• submit a personal application, or who are put forward by a member of the Association,
• address a curriculum vitae to the President of the Association, accompanied by a letter detailing the philatelic work already accomplished, or the interest they have in philately,
• are duly accepted by the Board of Directors with a 2/3rd majority of its members (either in attendance or duly represented),
• undertake to pay the annual membership fee as determined by the Board.
• undertake to take part in the activities of the Association.

6-2 : The Association shall have an honorary committee, the members of which – referred to as honorary members and representing around 5 % of the total AEP membership - shall be assigned and dismissed by the Board of Directors.

They shall be exempt from having to pay the membership fee and from being required to attend the meetings of the General Meeting; they shall have an advisory voice; they shall not be allowed to hold office as members of the Board of Directors of the AEP.

6-3 : All admissions of active members to the Association or to the honorary committee shall be brought to the attention of the next General Meeting.

6-4 : The title of the honorary president can be conferred upon any former president of the European Academy of Philately who has served two full 3-year mandates.

Applications must be sent by a former president or executive board member in writing to the current president of the European Academy of Philately. The latter will include this application on the agenda for the next executive board meeting as a proposal for consideration and vote. In order to be accepted, the proposed nomination of an honorary president must be approved by 2/3 of the executive board members present or represented.

Honorary presidents are invited to every executive board meeting in a consultative capacity.

Honorary presidents are ex of0icio members of the ordinary and extraordinary general meeting of the European Academy of Philately. All of them have voting rights.

Honorary presidents do not pay the annual subscription.

The executive board meeting can, if proposed by the president, remove the title of honorary president from any person that holds this distinction but may have damaged the reputation of the academy, provided this proposal is approved by 2/3 of executive board members who are present or represented.

Article 7 :

All active members shall be under an obligation to:

• actively take part in the activities of the Association (notes or works on philately, participating in the staging of Association events; attending, as much as possible, the General Meetings and taking part in the votes),
• pay the annual membership fee,
• in a general sense, and as a member of the Association, to conduct themselves with loyalty, dignity and tolerance, in deference to the stated objects and aims of the Association as detailed under Title I and in the Preamble.

Article 8 :

Serious and repeated failure to observe the requirements as outlined under Article 7 may be punished by expulsion, to be voted on by the Board of Directors with a 2/3rd majority of its members (either in attendance or duly represented), after hearing the person concerned, and with the President and the two Vice-Presidents being allowed to take part in the vote. The Board shall notify the decision to the member involved within 48 hours after the vote.

No appeal lies against the decision pronouncing an expulsion, either internally within the Association or before the courts.

Article 9 :

One of the following must happen for someone to lose their status as a member of the Association:

• members who have been expulsed pursuant to Article 8,
• active members who have failed to keep up with their membership fees two months following a reminder to that effect, sent by recorded delivery with receipt note, by the President, or the Treasurer, and left unheeded,
• members who have handed in their resignation in writing addressed to the President of the Association,
  

Article 10 :

The association shall be:

• administered by a board of directors,
• managed by an executive committee.

Article 11 : The board of directors

11-1 :The Board of Directors shall consist of 15 active members of different nationalities plus the President. More than three members of the Board of Directors shall not be allowed to share the same nationality. The Board may nonetheless authorise an exception to this rule.

The members of the Board of Directors shall be elected by the ordinary General Meeting (cf. further down); the duration of the term of office of members of the Board of Directors shall be 3 years.

Should a vacancy arise on the Board of Directors in the intervening period between two General Meetings, the Board shall be allowed to fill said vacancy on a pro tem basis with the next General Meeting required to proceed with the definitive election. The members of the Board of Directors who have been assigned on a pro tem basis to fill a vacancy on the Board of Directors shall only remain in office for the time span their predecessor was left under his tenure of office.

11-2 : The members of the Board of Directors may be dismissed from office by the extraordinary General Meeting (cf. further down).

11-3 :The Board of Directors shall meet at the invitation of the President, or at the initiative of 4 of its active members, as often as required in the interests of the Association, and ideally once every quarter.

The meetings of the Board of Directors may be conducted face to face, or in the form of video conferences, or by way of telephone conferences.

At all times, a member of the board of directors shall be allowed to give a mandate to any other member of the board of directors to deliberate in his name and to represent him at the vote.

Decisions shall be carried by a simple majority of the votes of the members either in attendance or duly represented; decisions regarding admissions or exclusions shall be carried by a 2/3rd majority of the votes of the Board of Directors in attendance or duly represented.

In the event of a tie, the President shall cast the deciding vote.

The President may invite persons who are not members of the Association to attend in order to express their views.

11-4 : The Board, following the election of the President, shall move to establish its electoral committee, by assigning: the two Vice-Presidents, the Treasurer, and the Secretary-General. The President, in turn, shall be elected into office by the ordinary General Meeting (cf. further down).

• the first Vice-President shall assist the President in his duties of administering the Association; he shall replace the President in his absence,
• the second Vice-President shall assist the first Vice-President and the President in their duties of administering the Association; he shall be allowed to replace the President only by special mandate,
• the Treasurer shall ensure the timely collection of the membership fees,
• the Secretary-General shall ensure due follow-up of all legal aspects pertaining to the Association of which he shall equally keep on file the records, registers and archives.

Article 12 : The executive committee

12-1 :The Executive Committee shall consist of the President of the Association and of at least two Executives, nominated by the President for a term of office that is unlimited in duration, further to the recommendations of the Board. They may be dismissed from office by the President in consideration of a 3-month notice (extended to 6 months in the case  the dismissal is done by a newly elected President).

The President shall determine the nature of the assignment of each of these Executives in any of the following fields: the internal or international promotion of the Association, the Association’s secretariat, the distribution of the Association’s publications, maintaining the accounts, etc…

Article 13 : The president

13-1 :The President of the Association, whose term of office shall be three years, chairs the meetings of the Board of Directors and the Executive Committee of the Association, with a deciding vote at the meetings of the Board of Directors.

He shall define the broad strategic options of the Association for the duration of his term of office, and, at the start of each year, for the current year.

He shall make sure there is a permanent and perfect working balance between the Board of Directors and the Executive Committee.

He shall represent the Association and act as its spokesman; he shall be duly qualified to act, on behalf of the Association, before the courts, both as the petitioner and in defence; where appropriate, he shall be required to present a special mandate from the Board.

For specific assignments, he shall be allowed to delegate his representational powers to an active member of his own choice on whom it shall be incumbent to fulfil all duties and obligations under the mandate thus conferred onto him.

For the execution of their duties, each of the Executives shall be awarded a permanent power of authority delegated by the President, albeit confined to the requirements of their duties.

The President alone, or, together with the members of the Board of Directors or of the Executive Committee whom he shall select at his own discretion, shall adjudge any disputes between the members brought before him, as well as any complaints and requests for punitive action.

13-2 :The President shall ensure due harmonisation between and coherence of the decisions taken by the Board of Directors and those of the Executive Committee. He shall ensure due coherence between the two said bodies.

At least once a year, the President shall convene a meeting to be attended jointly by the members of the Board of Directors and the members of the Executive Committee. They shall be advised of the agenda 15 days ahead of the date of the meeting.

13-3 :Amongst the active members, the President may assign one or several special advisors whose duty it shall be to look into specific matters in order to enlighten the President thereon for the purpose of the due execution of his duties.

The special advisors shall be given a mandate for a duration to be determined by the President; the latter shall be at liberty to terminate their assignment without being required to state his (or her) reasons.

13-4 : The President can only be re-elected once.

Article 14 :

The General Meeting shall consist of the active members of the Association only.

Members shall be able to have themselves represented at the General Meeting only by another active member.

The General Meeting shall meet at least once a year, normally in November, on the date, time and location as specified in the letter of invitation.

In addition, the General Meeting may be convened to sit in extraordinary session, either by the Board or by the President, or at the request of at least one fifth of the active members who are entitled to attend the General Meeting in extraordinary session.

The letters of invitation to attend the meeting shall be sent out 15 days ahead of the date of the meeting, by individual letter or email, stating the object of the meeting.

The agenda, set by the Board, shall be adjoined to the letter of invitation.

Said agenda shall consist of the proposals emanating from the Board and of those that have been communicated to the Board at least eight days before the date of the meeting, with the signature of at least one fifth of the members who are entitled to attend the meetings.

The meeting shall be chaired by the President or, in his (or her) absence, by the first Vice-President or a member of the Board of Directors designated by the former.

The President shall be assisted by the Vice-Presidents, the Secretary-General and the Treasurer.

Article 15 :

The ordinary General Meeting shall hear the report presented by the Board of Directors on its administration and on any other topics, approve or disapprove the accounts of the financial year closed on 30 September last, and vote on the budget for the following financial year. The ordinary General Meeting shall decide on the replacement of the members of the Board, nominate the auditors, authorise all contributions made to the Association, all property acquisitions required for the accomplishment of the stated object of the Association, all exchanges and sales of said properties, as well as all mortgages and loans entered into by the Association and, in a general sense, deliberate on any other proposals included on the agenda which pertain to the development of the Association and the administration and management of its interests.

The meeting shall deliberate to legally valid effect, regardless of the number of its active members in attendance or duly represented; and it shall decide by a simple majority of the votes of said active members in attendance or duly represented.

Each member of the meeting shall have one vote and as many supplementary votes as (s)he represents members, with the restriction that a single person shall not be allowed to have more than three mandates in addition to his (or her) own vote.

Article 16 :

By way of exception, the active members shall be allowed to vote without meeting as such; they shall be required to request such an exception from the Board of Directors, which shall remind them of the procedure to be complied with in said case, as outlined below:

• a member wishing to use said procedure shall record his (or her) vote on a bulletin to be sent to him (or her) for this purpose; (s)he shall enclose said bulletin in an envelope which (s)he shall close and seal and send to the attorney or bailiff designated by the Board,
• the attorney or bailiff shall take the envelopes received by him (or her) to the General Meeting to be opened and counted by him (or her)self, in the presence of two members of the Board of Directors.

Article 17 :

The extraordinary General Meeting shall be convened on all occasions where the Association is called upon to pronounce itself on any of the following questions:

• amendments of the Statutes,
• merger of the Association with other Associations that have an similar object,
• the dissolution of the Association,
• the dismissal of the President.

• the membership fees,
• any subsidies which may awarded to the Association,
• interests and revenue of goods and securities owned by the Association,
• all and any other revenues authorised by law.

Article 22 :

In the event of dissolution, regardless of the reason thereto, whether it be voluntary or forced, the extraordinary General Meeting, deliberating in the manner as detailed above, shall assign one or several liquidators who shall be charged with the task of liquidating the goods and assets of the Association to be offered to one or several Associations that are similar in nature, pursuing a similar stated object.

Article 23 :

The Association shall be governed by French law, by the European Union regulations incorporated into French law, and, more specifically, by the Act dated 1 July 1901. The Association’s own Statutes shall be of a public order nature only within the confines of applicable law.

The Board of Directors shall perform the formalities pertaining to the compulsory declarations and publications as required by the Act dated 1 July 1901, and by the Decree dated 16 August 1901.