Statutes of the ENS Alumni

(Recognized as a public utility by decree of July 11, 2003, published in the J.O. of July 19, 2003, page 12208; adopted by the General Meeting of June 7, 2013, and modified to integrate ENS de Rennes, validated by the General Meeting of July 4, and modified to integrate ENS Paris-Saclay, validated by the General Meeting of June 27, 2020)

I - PURPOSE AND COMPOSITION OF THE ASSOCIATION

Article 1

The purpose of the ENS Alumni Association (hereinafter referred to as the “Association”), whose founding declaration of November 11, 1908, was published in the Journal Officiel of December 3, 1908, and which was recognized as a non-profit organization by decree of July 11, 2003, under the name “Association des Anciens Élèves et des Élèves de l'ENSET et de l'ENS Cachan”, is to :

• to contribute actively to the development and defense of the identity of the Écoles normales supérieures of Cachan, Rennes and Paris-Saclay and, in the broadest sense, of scientific and technological excellence, of the quality of the association of teaching and research in all scientific and general disciplines taught in public establishments and in research, of the links between the academic world, research and public and private economic players ;
• to defend the status of ENS alumni and to encourage exchanges between disciplines, between generations, and between the academic and professional worlds;
• to maintain the bonds of friendship formed by students during their time at these schools, to encourage the development of joint initiatives, and to foster solidarity between alumni and students.

Its duration is unlimited.

Its head office is in Gif-sur-Yvette, in the Essonne department.

Any change of registered office within the departement is subject to a decision by the Board of Directors, ratified by the General Meeting and notified to the Prefect and the Minister of the Interior. Any change of head office outside the departement requires the application of articles 17 and 20 of the present articles of association.

Article 2

The Association's means of action are :

• updating and distributing a directory of Alumnis to members;
• developing and running websites dedicated to providing information on the life of the network;
• publishing and distributing a newsletter, students' dissertations, course materials and symposium proceedings;
• organizing symposia, conferences, and debates;
• providing material or immaterial assistance.

Article 3

The Association is made up of active members, honorary members, honorary members and benefactor members.

To be a member, you must be approved by the Board of Directors.

Active members are those who have paid their membership fees up to date:

1. to be an adherent member, the following conditions must be met:
   1. Within one of the Sections normales, ENSET, ENS de Cachan, ENS de Rennes or ENS Paris-Saclay:
      1. to have been a student admitted on the basis of a competitive examination, or a student admitted on the basis of a dossier;
      2. to be enrolled in a Normalien curriculum, as a student admitted on the basis of a competitive examination or a student admitted on the basis of a dossier;
      3. to have prepared and defended a PhD thesis;
      4. to be enrolled as a PhD student/candidate preparing a PhD thesis.
   2. pay an annual or multi-year membership fee.
2. to be an associate member, the following conditions must be met:

   1. Do not meet the conditions of case 1)a); 

   2. At an Ecole normale supérieure:

      
      

      1. have studied as a student admitted by competitive examination or as a student admitted on the basis of a portfolio, or have graduated;

         
         

      2. have studied as a university student;

      3. be enrolled as a student admitted by competitive examination, as a student admitted on the basis of a portfolio, or as a university student;

         
         

      4. be a PhD student/candidate or doctor;

         
         

      5. be a former Pensionnaire;

      6. actively teach in a teaching and research department.

         
         

   3. pay either annual or multi-year dues (lifetime membership).

The title of honorary member may be awarded by the Board of Directors to persons who render or have rendered eminent services to the Association. This title confers on them the right to take part in the General Meeting, without being required to pay membership fees.

The title of emeritus member may be conferred by the Board of Directors on adherent members who have exercised responsibilities within the Association. Emeritus members are entitled to attend meetings of the Board of Directors and the Executive Committee, but are not required to pay membership fees.

The title of benefactor member may be awarded by the Board of Directors to adherent members or attached adherent members who pay a higher membership fee or have made a donation in excess of a sum set by deliberation of the General Meeting. They attend the Annual General Meeting with voting rights, legal entities being represented by an individual proxy.

Each year, the General Meeting sets the amount of the membership fee payable by members in each category.

Article 4

Membership of the Association is lost:

1. For individuals:
   1. By written resignation addressed to the President of the Association;
   2. By expulsion, for just cause, by the Board of Directors, except in the event of a suspensive appeal to the General Meeting by the individual concerned or his representative. The member concerned will be given the opportunity to present his or her defense before any decision is taken, in accordance with the procedures set out in the internal regulations;
   3. by non-payment of the current year's membership dues, as the case may be, and noted by the Board of Directors. The interested party may contest this measure before the Board of Directors. In this case, he/she is invited to present his/her explanations, in accordance with the procedures set out in the by-laws;
   4. in the event of death.
2. For legal entities:
   1. by withdrawal in accordance with the bylaws;
   2. by dissolution;
   3. by striking off the membership list, for just cause, by the Board of Directors, except in the event of a suspensive appeal by the interested party or his representative to the General Meeting. The representative of the legal entity is given the opportunity to present his or her defence prior to any decision, in accordance with the procedures laid down in the internal regulations;
   4. by non-payment of the current year's membership fee, due where applicable, and recorded by the Board of Directors. The representative of the legal entity concerned may contest this measure before the Board of Directors. In this case, he/she is invited to present his/her case.

II - ADMINISTRATION AND OPERATIONS

Article 5

The Association's General Meeting is attended by paid-up members and honorary members.

Employees who are not members of the Association do not have access to the General Meeting, unless invited by the Chairman. In such cases, they attend without voting rights.

The General Meeting meets physically at least once a year, and whenever convened by the Board of Directors or at the request of at least a quarter of the Association's active members.

At the initiative of the Chairman, and unless opposed by a quarter of the members of the Board of Directors in office or a tenth of the members of the Association, the General Meeting may meet by electronic means under conditions defined by the by-laws, enabling the identification and effective participation of members and the continuous and simultaneous retransmission of deliberations.

It deliberates on matters placed on the agenda by the Board of Directors, and on those whose inclusion is requested by at least one tenth of the Association's members, in accordance with the conditions defined in the by-laws.

The agenda and the documents required for deliberations, including, where applicable, the auditor's report, are made available to members by the Board of Directors within the deadlines and under the conditions defined by the internal regulations.

It chooses its officers, who may be those of the Board of Directors.

Remote voting may be provided for, under conditions defined by the internal regulations, to guarantee the sincerity of the ballot and, where applicable, the secrecy of the vote.

Voting by proxy is authorized, except for deliberations giving rise to remote voting. No member present may hold more than 5 proxies in addition to his or her own.

Unless otherwise expressly stipulated in these Articles of Association, resolutions of the General Meeting are passed by a majority of votes cast. Abstentions are not counted as votes cast, nor are blank or spoilt votes in the case of secret ballots.

In the event of a tie, the Chairman has the casting vote.

Minutes are kept of meetings.

Minutes are signed by the Chairman and the Secretary of the Board chosen by the General Meeting. They are drawn up without blanks or erasures, on numbered sheets and kept at the Association's registered office.

The annual report and approved accounts are made available each year to all members of the Association. They are sent to any member of the Association who requests them.

Article 6

The General Meeting:

1. hears reports on the management of the Board of Directors, and on the financial and moral situation of the Association;
2. approves the financial statements for the year ended, votes on the budget for the following year, allocates profits and sets membership fees;
3. elects the members of the Board of Directors;
4. defines the Association's strategic orientations;
5. appoints one or more statutory auditors and their alternates from the list referred to in article L. 822-1 of the French Commercial Code;
6. approves the decisions of the Board of Directors concerning the acquisition, exchange and disposal of buildings, the granting of mortgages on said buildings, leases exceeding nine years, loans of more than one year and loan guarantees;
7. also approves the decisions of the Board of Directors concerning other acts of disposal having a significant impact on the Association's operations. In particular, the by-laws set the thresholds above which such acts require the Board's approval.

Resolutions of the General Meeting concerning the creation of mortgages, loans with a term of more than one year and their guarantees are valid only after approval by the State representative in the departement where the Association has its registered office.

Article 7

The Association is administered by a Board of Directors elected by the General Meeting.

The number of members of the Board of Directors, between 6 and 9, is determined by deliberation of the General Meeting.

The members of the Board of Directors are elected by secret ballot, for 3 years, by the General Meeting and chosen from among the members of the Association. At least two-thirds of Board members must be members of the Association.

The Board of Directors is renewed every year by fractions of between 2 and 4 members. Retiring members are eligible for re-election.

Members of the Board of Directors may be dismissed by the Board of Directors for just cause or for repeated absences, by a two-thirds majority of the members in office, except in the event of a suspensive appeal by the interested parties to the General Meeting. They are called upon to present their defense prior to any decision.

Article 8

The Board of Directors implements the strategic orientations decided by the General Meeting. It manages and administers the Association in accordance with these orientations and with the budgetary decisions voted.

In addition to the powers conferred on it by Articles 3 and 4 of the present by-laws, it adopts the draft resolutions submitted to the General Meeting.

It prepares the Association's provisional budget for approval by the General Meeting. It closes the accounts, submits them to the General Meeting for approval, and proposes the appropriation of profits.

It accepts donations and bequests under the conditions laid down in Article 910 of the French Civil Code.

Where appropriate, it proposes to the Annual General Meeting the appointment of one or more statutory auditors chosen from the list referred to in article L. 822-1 of the French Commercial Code, to carry out the duties set out in articles L. 823-9, L. 612-3 and L. 612-5 of the same code.

It sets the terms of recruitment and remuneration of the Association's employees.

Article 9

The Board of Directors meets at least once every six months. It meets at the request of the Chairman or one-quarter of its members, or one-quarter of the Association's active members.

A quorum of at least one-third of Board members is required for valid deliberations. For the calculation of this quorum, proxies do not count.

Members of the Board of Directors who participate physically or by videoconference or telecommunication means enabling their identification and effective participation in a collegial deliberation are deemed to be present within the meaning of the preceding paragraph, under the conditions specified by the internal regulations.

Voting by proxy is authorized. Each director may hold only one proxy.

In addition to these two meetings, the Board of Directors may deliberate by written exchanges transmitted electronically under the conditions defined by Articles 2 to 7 of Decree no. 2014-1627 of December 26, 2014. Voting by proxy is then not authorized.

Unless otherwise expressly stipulated in these Articles of Association, resolutions of the Board of Directors are passed by a majority of the votes cast. Abstentions are not counted as votes cast, nor are blank or spoilt votes in the case of secret ballots.

In the event of a tie, the Chairman has the casting vote.

Minutes are kept of meetings.

Minutes are signed by the Chairman of the meeting and the Secretary of the meeting, or, if unable to do so, by another member of the Board. They are drawn up without blanks or erasures, on numbered sheets and kept at the Association's head office.

The Chairman may call on any person whose opinion may be useful to attend Board meetings in an advisory capacity. However, whenever a director so requests, the Board deliberates in camera.

Article 10

Board members may not receive any remuneration for the duties entrusted to them.

Expenses may only be reimbursed on presentation of receipts, in accordance with the conditions laid down by the Board of Directors and the internal regulations.

Members of the Board of Directors, as well as any person called upon to attend its meetings, are bound by discretion with regard to information of a confidential nature and information given as such by its Chairman. This obligation also applies to members of committees set up within the Association.

The Association shall prevent and manage any real, potential or apparent conflict of interest that may exist between its interests and the personal or professional interests of one of its directors, committee members, employees or any person acting on behalf of the Association.

When a director is aware of a real, potential or apparent conflict of interest in which he or she may be involved, he or she shall immediately inform the Board of Directors and refrain from taking part in discussions or voting on the matter in question. The same applies to any candidate for appointment to the Board of Directors, who informs the General Meeting.

When a committee member is aware of a real, potential or apparent conflict of interest in which he or she may be involved, he or she immediately informs the committee and the Board of Directors, and refrains from taking part in discussions and voting on the matter in question. The same applies to any candidate for appointment to a committee, who informs the body responsible for appointing members.

Article 11

The Board of Directors elects from among its members, by secret ballot, an Executive Committee comprising three members, including a Chairman, a General Secretary and a General Treasurer.

The executive committee is elected at each partial renewal of the Board of Directors. In the event of the death, resignation, permanent incapacity or dismissal of a member of the executive committee, he/she is replaced at the next meeting of the Board of Directors. The new member's term of office ends on the date on which the term of office of the member he replaces would normally have expired.

The Executive Committee examines all matters submitted to the Board of Directors and monitors the implementation of its decisions.

Board members may be dismissed, collectively or individually, for just cause by the Board of Directors, with due respect for the rights of defense. They do not thereby lose their status as directors.

The Board of Directors may meet by videoconference or telecommunication means enabling its members to be identified and to participate effectively in a collegial deliberation, under conditions specified in the internal regulations.

Article 12

The Chairman represents the Association in all civil acts.

He decides on expenditure in accordance with the guidelines decided by the General Meeting and within the limits of the approved budget. He may be delegated by the Treasurer to incur expenses below a threshold determined by the Board of Directors.

He may delegate such powers under the conditions defined in the by-laws.

The Chairman may only be represented in legal proceedings, whether as plaintiff or defendant, by an agent acting by virtue of a power of attorney.

Representatives of the Association must enjoy full civil rights.

Article 13

The treasurer collects receipts and pays expenses. He/she may delegate authority under the conditions defined in the by-laws.

III – RESOURCES 

Article 14

The Association's annual resources consist of:

1. income from its assets;
2. membership fees and subscriptions;
3. subsidies from the State, local authorities and public establishments, in particular;
4. gifts, donations and bequests, the use of which is decided during the financial year;
5. resources created on an exceptional basis and, where appropriate, with the approval of the competent authority;
6. proceeds from sales and fees received for services rendered.

Article 15

The assets eligible for investment of the Association's funds are those listed in article R. 332-2 of the French Insurance Code.

Article 16

Accounts are kept, showing an income statement, balance sheet and notes to the financial statements.

IV - AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND DISSOLUTION

Article 17

The Articles of Association may only be amended by the General Meeting on the proposal of the Association's Board of Directors or of one tenth of the Association's members.

In either case, the proposed amendments are placed on the agenda of the next General Meeting, which must be sent to all members at least 15 days in advance.

At least a quarter of active members must be physically present at the AGM.

If this proportion is not reached, the meeting is reconvened at least 15 days later. It may then validly deliberate, whatever the number of members present.

In all cases, the Articles of Association may only be amended by a two-thirds majority of votes cast.

Renunciation of the Association's recognition as being in the public interest is decided in accordance with the conditions set out in the present article.

Article 18

The Association may only be dissolved by the General Meeting. The procedures for proposing dissolution and convening the General Meeting are those set out in the previous article.

At this General Meeting, more than half the members must be physically present. If this proportion is not reached, the meeting is reconvened at least fifteen days later. It may then validly deliberate, whatever the number of members present.

In all cases, dissolution can only be approved by a two-thirds majority of votes cast.

Article 19

In the event of dissolution, the General Meeting appoints one or more commissioners, in accordance with the voting procedures set out in Article 5, to carry out the liquidation of the Association's assets, and grants them all the powers necessary to complete this task.

In accordance with the same procedures, it allocates the net assets to one or more establishments with a similar purpose, either public or recognized as being of public utility, or benefiting from the capacity to receive donations by virtue of article 6 of the amended law of July 1, 1901, or to a local authority within whose remit the purpose of the Association falls.

Article 20

Resolutions of the General Meeting concerning the amendment of the Articles of Association, the dissolution of the Association and the distribution of its assets are sent without delay to the Minister of the Interior.

Resolutions of the General Meeting to amend the Articles of Association are valid only after approval has been given by decree of the Conseil d'Etat or by order of the Minister of the Interior, following the assent of the Conseil d'Etat.

Resolutions of the General Meeting concerning the dissolution of the Association and the devolution of its assets are valid only after approval by decree of the Council of State.

V - SUPERVISION AND INTERNAL RULES

Article 21

In accordance with article 5 of the amended law of July 1, 1901, the President or his or her representative must notify the State representative in the department where the Association has its registered office of any changes in the Association's administration within three months.

The Association shall comply with any request from the Minister of the Interior or the Minister of Higher Education and Research to visit its various departments and to access documents enabling him/her to assess their operation.

The annual report, the list of directors and the accounts, including those of secondary establishments or local committees, are sent each year to the prefect of the département where the Association has its head office, to the Minister of the Interior and, at his request, to the Minister of Higher Education and Research.

Article 22

The Association draws up by-laws, prepared by the Board of Directors and adopted by the General Meeting, which specify the application of these by-laws. They must be drawn up within six months of approval of the articles of association. It cannot come into force until it has been approved by the Minister of the Interior.

It is amended under the same conditions.