TITLE I: PREAMBLE

Article 1

An association called "SUMUS" is formed as a non-profit organization, in accordance with the law of July 1, 1901.
Its duration is unlimited.

Article 2

The association's registered office is located at: 19 bis rue des poissonniers, 92200 Neuilly-sur-Seine . It may be transferred to any other location by a simple decision of the Board of Directors.

Article 3

In a context where humanity faces major challenges, the association aims to initiate, co-create with as many people as possible, and promote new behaviors that will ultimately allow everyone to live harmoniously with themselves, with others, and more broadly with the planet, nature, and animals.

The association will, through its actions, promote the emergence of a new human consciousness which will lead to the deployment of a new, more virtuous and sustainable paradigm.

This paradigm, deeply respectful of Life, will gradually induce ecological, technological, economic, financial, educational, media and artistic changes… where each individual can be led to become aware of their uniqueness, their potential and their talents to find their rightful place in society and where legal entities and communities can work towards the general well-being, in a caring and responsible ecosystem.

Apolitical and ecumenical, the association is also part of the dynamic led by the United Nations within the framework of the 2030 agenda of the 17 sustainable development goals.

It will promote any action that strengthens gender equality in all areas.

Resolutely optimistic, positive and forward-looking, it will develop all intellectual, scientific, spiritual, artistic, cultural and educational initiatives and, to this end, it will organize debates, colloquia, seminars, receptions, ephemeral universities, in any form that allows to open hearts and consciences to the great planetary issues.

It will support and participate in any experimental and innovative initiative and will back any project related to its purpose.

It reserves the right to enter into any partnership agreement with natural and legal persons that will strengthen its action and influence.

Article 4 

The association is composed of statutory members, honorary members and members.
Members may be natural or legal persons.

Statutory members include:

• the people who contributed to drafting the statutes and helped to develop the association's project.
• all persons who have been nominated by two statutory members and approved by the board of directors.

The list of statutory members will be established and kept up to date in a special register signed by the president and the secretary.

Statutory members have voting rights at the general assembly.

Legal entities are represented by their current legal representatives or by any other person whose authorization has been notified to the association.

The title of honorary member may be awarded by the board of directors to any person adhering to these statutes and demonstrating a great interest in the activities of the association.

Article 5: Admissions

To become part of the association, membership must be presented by a statutory member.

Article 6 : Withdrawals

Membership is lost through:

• resignation addressed by letter with acknowledgment of receipt to the President of the association or hand-delivered against receipt; it does not have to be justified by the resigning member;
• Expulsion for failure to comply with the statutes, internal regulations, non-payment of dues or for serious cause causing moral or material harm to the association and its members.

The expulsion is decided by the board of directors, the member concerned having been previously invited to present to the board his written observations on the facts of which he is accused.

• the death of the member.

Article 7: Resources and Contributions

The association's resources consist of:

• of membership fees;
• revenue from activities resulting from the exercise of its corporate purpose and resources resulting from its activities;
• public or private subsidies of any kind;
• proceeds donated to the benefit of SUMUS's friends via the King Baudouin Foundation;
• income from assets and securities of any kind belonging to the association.

Membership fees are set annually, according to the category of members and the legal status of members, by resolution of the general assembly, on the proposal of the board of directors.

TITLE II - Administration and Operation 

Article 8: Board of Directors

A/ Composition :

The association is administered by a board of directors composed of a minimum of 4 and a maximum of 18 members.
It consists of statutory members.
They are appointed and elected by the association's founding assembly and then elected or re-elected every three years by the general assembly.

Optional members:

In addition to these members, the board of directors may include 2 additional members elected by the general meeting by a majority as defined in Article 13 below, upon presentation by the board of directors.

Persons appointed or elected to the board of directors automatically become statutory members of the association within the meaning of article 4 of the statutes for the duration of their term of office.

The board of directors forms within itself an executive committee which includes: a president, a general secretary and a treasurer.

The board of directors makes its decisions by simple majority and, in the event of a tie vote, the president's vote is decisive.

B/ Term of office and renewal:

The members of the board of directors serve for a period of 3 years which ends at the close of the ordinary general meeting called to decide on the accounts of the past financial year and which is held in the year of expiry of the director's term of office.

Outgoing members are eligible for re-election.

In the event of a proven vacancy in one or more director positions, the board of directors may provisionally fill them by co-option.

The terms of office of co-opted directors end on the date on which the terms of office of the directors they replaced would normally have expired.

C/ Meetings and votes:

The board of directors meets at least twice a year, and as often as the interests of the association require, upon convocation by the president or at the request of at least half of the ex officio members of the board of directors.

The board of directors can deliberate regardless of the number of directors present, provided that 3 ex officio members are present.

Decisions are taken by a majority vote of the members present or represented.

Minutes are kept of the meetings of the board of directors, which are signed by the director designated as rapporteur of the meeting and the Chairman.

D/ Missions of the board of directors :

The board of directors is vested with the broadest powers to make all decisions regarding the management or administration of the association.

The board of directors elects the president of the association from among its members, proposes and approves the composition of the executive committee which is responsible for carrying out the decisions taken by the board of directors.

The board of directors proposes to the general assembly, which approves the cost of members' subscriptions and the internal regulations of the association.

It validates the memberships of members and sets the delegations given to the president, the members of the board, as well as to any other member responsible for carrying out a specific action on behalf of the association.

The board of directors decides:

• of the association's general policy;
• of the acquisition or disposal of any property of the association;
• to proceed with the loan;
• to act as guarantor for the operations necessary and useful to the association;
• of the validation of the investment and operating budgets proposed by the office and following the commitment of expenditures and the execution of

The board of directors approves the funding for the projects.

The board of directors reports to the general assembly, as do its members who are accountable for their mandate to the general assembly.

The administrators are not paid.

Article 9: Office

A/ Composition and duration :

The members of the executive committee are appointed for a three-year term, upon the recommendation of the board of directors. The executive committee is composed of:

• a president;
• a secretary general;
• a treasurer.

The president must be elected from among the statutory members of the board of directors. The secretary general and the treasurer are nominated and appointed by the board of directors.

Members of the board of directors may, upon the proposal of the chairman, participate in the meetings of the executive committee.

B/ Powers:

The office is responsible for implementing the decisions made by the board of directors and the assembly.

It implements the main guidelines established by the board of directors and those voted on in the general assembly.

He manages the association on a daily basis, prepares the balance sheet, accounts and budgets which he presents to the board of directors to be validated subsequently by the general assembly.

He has the authority to administer the association and can make any decision not explicitly falling within the powers reserved for the board of directors or the general assembly.

The board meets at least 4 times a year, and whenever necessary, at the request of the president made by simple letter or by any other means (electronic summons, telephone…).

Article 10 : The President

The president ensures the proper functioning of the Association.

He represents her in all acts of civil life with all third parties and private or public organizations.

He has the capacity to take legal action for the association and represents it in court before jurisdictions of all kinds.

The president convenes the general assemblies, the board of directors and the executive committee.

In case of absence or illness, he is replaced by the secretary general and, in case of impediment, by a member of the board of directors designated by the latter.

The president presents a moral report to the ordinary general assembly.

He recruits and dismisses the association's employees and collaborators and sets their remuneration in agreement with the office and the board of directors.

The president may delegate to the secretary general some of his powers necessary for the proper functioning of the association, the secretary general then having to report to him, as well as to the board of directors.

Article 11: The Secretary General

The Secretary General assists the President in the day-to-day management of the association.

He drafts the minutes of the general assembly and board meetings, as well as the reports of the office meetings.

He is responsible for all writing and correspondence concerning the operation of the association, with the exception of those relating to accounting

He keeps the special register provided for in Article 5 of the Law of 1 July 1901 and Articles 6 and 31 of the Decree of 16 August 1901 and ensures the execution of the formalities prescribed by the said articles.

Article 12: The Treasurer

With the President's approval, the treasurer may open any bank account and may make any employment

short-term funds available under applicable laws and regulations.

The treasurer is responsible for maintaining the association's accounts properly.

He organizes budget control and ensures regular monitoring of the association's cash flow.

He prepares the plans and budgets with the secretary general and submits them to the office for presentation to the board of directors.

All expenditures exceeding 5,000 euros must be authorized by the board of directors and approved by the President.

Article 13 : The College of Major Partners

It is composed of contributing and driving individuals or organizations, who provide substantial support and creative wealth to the association through their involvement.

He advises the association on its major directions and projects.

It is invited to meet at the request of the board of directors or the Chairman.

These individuals are appointed by the board of directors on the proposal of the President and on an open application basis.

Article 14 : Honorary members

They are nominated by the President to the board of directors because of the contributions, aid and support given to the association.

Their status does not entitle them to participate in the association's governing bodies, but they are invited to the various events organized by the association.

Article 15 : The Ordinary General Meeting

A/ Composition, convocation, operation:

The general meeting is held at least once a year on the date set by the board of directors upon individual convocation by the president, sent fifteen days before the set date.

It can also be convened upon request addressed to the president and signed at least by either one-third of the members of the association, or by a majority of the members of the board of directors.

The summons is accompanied by the agenda accepted by the board on the proposal of the president or, where applicable, of the group which requested the summoning of the general meeting according to the preceding paragraph.

Only items on the agenda can be discussed.

The summons is made by the president or by the secretary mandated by the president, by registered letter with acknowledgment of receipt, or be transmitted by an electronic means of telecommunication implemented under the conditions mentioned in article 120-1 of the decree of March 23, 1967, to the electronic address indicated by the member.

For the ordinary assembly to deliberate validly, at least half of the members must be present or represented.

If this condition is not met, the assembly is convened again in the manner and within the time limits previously provided.

At this second meeting, the assembly may validly deliberate regardless of the number of members present or represented.

The meeting can be held via video conference.

Decisions are taken by a majority vote of the members present or represented.

A member has the option of being represented by another member of their choice who also has the right to vote, but no member may hold the proxies of more than 3 members in addition to their own proxy.

B/ powers :

The ordinary general meeting has the following powers under common law:

• It approves the annual operating and investment budgets;
• It sets the general guidelines for the association and adopts the internal regulations;
• It carries out the election and renewal of the directors, with candidates having to make their candidacy known at least 8 days before the convening of the general meeting sent by the president;
• It decides on the activity report of the board of directors, on the profit and loss accounts, on the balance sheet and on the allocation of the results of the financial year;
• She gives the administrators a discharge from their management.

Article 15: Extraordinary General Meeting

The extraordinary general meeting has the sole power to amend the statutes, amend the internal regulations, decide on the dissolution of the association and the allocation of the association's assets, decide on its merger with any other association, or on its affiliation with a union of associations, on the proposal of the board of directors.

It is convened according to the same procedures as the ordinary general meeting.

For the extraordinary general meeting to be validly constituted, at least two-thirds of the members must be present or represented.

If this quorum is not reached, the assembly is reconvened in the same manner as provided for in Article 12 and it may then deliberate regardless of the number of members present or represented.

Decisions at the extraordinary general meeting are taken by a two-thirds majority.

Article 16: Donations

With the agreement of the board of directors, the association may be required to donate to a non-profit association or to receive donations or bequests in accordance with the objectives defined in article 3 of these statutes.

Article 17: Dissolution

In the event of dissolution pronounced in accordance with the provisions of Article 16, the board of directors shall appoint one or more auditors responsible, under its control, for the liquidation and use of the company's assets for a purpose consistent with that of the association.

Done in Neuilly, on February 20, 2020

Ms. Hélène MOLINARI, President