BYLAWS

OF THE ASSOCIATION OF FORMER STUDENTS AND STUDENTS

OF THE ÉCOLE NORMALE SUPÉRIEURE OF TECHNICAL EDUCATION,

THE ÉCOLE NORMALE SUPÉRIEURE OF CACHAN

AND THE ÉCOLE NORMALE SUPÉRIEURE OF RENNES and the ÉCOLE NORMALE SUPÉRIEURE OF PARIS-SACLAY

(Recognized as a public utility by decree of July 11, 2003 published in the Official Gazette of July 19, 2003, page 12208; adopted by the general assembly on June 7, 2013, and modified to include ENS Rennes, validated by the GA of July 4, and modified to include ENS Paris-Saclay, validated by the GA of June 27, 2020)

I - PURPOSE AND COMPOSITION OF THE ASSOCIATION

Article 1

The Association named ENS Alumni (hereinafter referred to as "the Association"), initially declared on November 11, 1908, and published in the Journal Officiel on December 3, 1908, was recognized as a public utility by decree on July 11, 2003, under the name "Association des Anciens Élèves et des Élèves de l’ENSET et de l’ENS Cachan". Its objectives are:

• to actively contribute to the development and promotion of the identity of the Écoles Normales Supérieures of Cachan, Rennes, and Paris-Saclay, and more broadly, to the excellence of scientific and technological education, to the integration of teaching and research in all scientific and general disciplines taught in public institutions and research entities, and to strengthening ties between the academic world, research, and public/private economic stakeholders;

• to advocate for the value of ENS alumni status and to encourage exchange across disciplines, generations, and between academia and professional sectors;

• to maintain the bonds of friendship formed during the students’ time at these schools, to support the growth of joint initiatives, and to foster solidarity between alumni and current students.

The Association is established for an unlimited duration.

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

Any relocation of the registered office within the same department falls under a decision by the Board of Directors, subject to ratification by the General Assembly and declaration to the prefect and the Minister of the Interior. Any move outside the department requires compliance with Articles 17 and 20 of these bylaws.

Article 2

The means of action of the Association include:

• maintaining and distributing an alumni directory to members;

• developing and managing websites dedicated to sharing information about the network’s activities;

• publishing and disseminating a newsletter, student theses, course materials, and conference proceedings;

• organizing colloquia, conferences, and debates;

• providing material or immaterial support.

Article 3

The Association is composed of active members, honorary members, honorary alumni, and benefactor members.

Membership is subject to approval by the Board of Directors.

Active members include subscribing and affiliated subscribing members who are up to date with their membership dues.

To become a subscribing member, the following conditions must be met:

1. Within one of the normal sections of ENSET, ENS Cachan, ENS Rennes, or ENS Paris-Saclay:

   • have been a student admitted by competitive examination or academic file;

   • be currently enrolled as a student admitted by competitive examination or academic file;

   • have prepared and defended a doctoral thesis;

   • be enrolled as a doctoral student preparing a thesis.

2. Pay annual or multi-annual membership fees (e.g., lifetime dues).

To become an affiliated subscribing member, one must:

1. Not meet the conditions listed under 1a;

2. Within a French École Normale Supérieure:

   • have studied as a student admitted by competitive examination or academic file or have graduated;

   • have studied as a university student;

   • be enrolled as a student admitted by competitive examination, academic file, or as a university student;

   • be a doctoral student or PhD holder;

   • be a former boarder (pensionnaire);

   • be actively teaching in a department of teaching and research;

3. Pay annual or multi-annual membership fees (e.g., lifetime dues).

The title of honorary member may be conferred by the Board of Directors on individuals who have rendered distinguished service to the Association. They may attend the General Assembly without being required to pay dues.

The title of honorary alumnus/alumna may be awarded by the Board to subscribing members who have held positions of responsibility within the Association. They may attend the General Assembly without paying dues and may be invited to meetings of the Bureau and Board of Directors.

The title of benefactor member may be granted by the Board of Directors to subscribing or affiliated members who pay enhanced dues or have made a donation above a threshold defined by resolution of the General Assembly. They may attend the General Assembly with voting rights. Legal entities are represented by an individual proxy.

The General Assembly sets the annual dues for each member category.

Article 4

Membership in the Association is terminated:

For individuals:

• By resignation submitted in writing to the president;

• By expulsion, decided for legitimate cause by the Board of Directors, subject to suspensive appeal to the General Assembly by the member or their representative. The individual must be allowed to present a defense beforehand, in accordance with the internal rules;

• By failure to pay the current year’s dues, when applicable, as noted by the Board of Directors. The individual may contest the measure before the Board and will be invited to present an explanation under the terms of the internal rules;

• In the event of death.

For legal entities:

• By withdrawal in accordance with their own statutes;

• By dissolution;

• By expulsion, decided for legitimate cause by the Board of Directors, subject to suspensive appeal to the General Assembly by the legal entity or its representative. The representative must be allowed to present a defense beforehand, in accordance with the internal rules;

• By failure to pay the current year’s dues, when applicable, as noted by the Board of Directors. The representative may contest the measure before the Board and will be invited to present an explanation under the terms of the internal rules.

II - ADMINISTRATION AND OPERATION

Article 5

The General Assembly of the Association includes members who are up to date with their membership fees and honorary members.

Employees who are not members of the Association may not attend the General Assembly, unless they are invited by the President. In such cases, they may attend but do not have voting rights.

The General Assembly meets physically at least once a year and whenever convened by the Board of Directors or at the request of at least one-quarter of the active members of the Association.

At the initiative of the President, and unless opposed by one-quarter of the current members of the Board of Directors or one-tenth of the members of the Association, the General Assembly may be held remotely under conditions defined by the internal regulations. These conditions must ensure member identification, effective participation, and the continuous and simultaneous transmission of proceedings.

The Assembly deliberates on items placed on the agenda by the Board of Directors and on those submitted, under the terms defined in the internal regulations, by at least one-tenth of the members of the Association.

The agenda and all necessary documents, including the statutory auditor's report if applicable, are made available to members by the Board of Directors within the timeframe and under the conditions defined by the internal regulations.

The Assembly appoints its bureau, which may be the same as that of the Board of Directors.

Remote voting may be allowed, under conditions set by the internal regulations that ensure the integrity of the vote and, where applicable, the secrecy of the ballot.

Proxy voting is permitted, except for decisions subject to remote voting. Each member present may hold a maximum of five proxies in addition to their own vote.

Unless otherwise expressly stated in these statutes, decisions by the General Assembly are made by a majority of votes cast. Abstentions, blank, or null ballots are not counted as votes cast in the case of a secret ballot.

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

Minutes of the meetings are recorded.

The minutes are signed by the President and the Secretary of the bureau appointed by the General Assembly. They are written 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 and sent to any member upon request.

Article 6

The General Assembly:

• Reviews reports on the Board’s management, the financial position, and the general situation of the Association;

• Approves the accounts for the previous year, votes on the upcoming budget, allocates the result, and sets membership fees;

• Elects the members of the Board of Directors;

• Defines the strategic orientations of the Association;

• Appoints, if necessary, one or more statutory auditors and their alternates, selected from the list referred to in Article L. 822-1 of the French Commercial Code;

• Approves Board decisions concerning the acquisition, exchange, and disposal of real estate, the establishment of mortgages on such property, leases over nine years, loans exceeding one year, and loan guarantees;

• Also approves other significant transactions that may impact the Association's operations. The internal regulations specify the thresholds beyond which such decisions require its approval.

Decisions regarding the establishment of mortgages, loans over one year, and related guarantees only take effect after approval by the State representative in the department where the Association is headquartered.

Article 7

The Association is managed by a Board of Directors elected by the General Assembly.

The number of Board members, between 6 and 9, is determined by resolution of the General Assembly.

Board members are elected by secret ballot for a three-year term and must be members of the Association. At least two-thirds of the Board must be active (dues-paying) members.

The Board is renewed annually in groups of 2 to 4 members. Outgoing members may be re-elected.

Board members may be removed for just cause or repeated absences by a two-thirds majority vote of sitting Board members, unless the member appeals the decision to the General Assembly. They must be given the opportunity to present their case before any decision is made.

Article 8

The Board of Directors implements the strategic orientations decided by the General Assembly. It manages and administers the Association in accordance with these orientations and the approved budget.

In addition to the powers defined in Articles 3 and 4 of these statutes, the Board drafts resolutions to be submitted to the General Assembly.

It prepares the Association’s draft budget for approval by the General Assembly, finalizes the accounts, submits them for approval, and proposes the allocation of the result.

It may accept donations and bequests under the conditions set out in Article 910 of the French Civil Code.

If applicable, it proposes the appointment of one or more statutory auditors, selected from the list referred to in Article L. 822-1 of the French Commercial Code, to carry out the tasks defined in Articles L. 823-9, L. 612-3, and L. 612-5 of the same code.

It determines the conditions for recruiting and remunerating the Association’s employees.

Article 9

The Board of Directors meets at least once every six months. Meetings may be convened at the request of the President, one-quarter of Board members, or one-quarter of the active members of the Association.

At least one-third of Board members must be present for a meeting to be valid. Proxies are not counted towards the quorum.

Board members are considered present if they attend physically or via videoconferencing/telecommunication means that allow identification and effective participation in the meeting, under conditions specified by the internal regulations.

Proxy voting is allowed. Each Board member may hold only one proxy.

In addition to its physical meetings, the Board may also deliberate by email exchanges under the terms set out in Articles 2 to 7 of Decree No. 2014-1627 of December 26, 2014. Proxy voting is not allowed in this context.

Unless otherwise stated in the statutes, Board decisions are made by a majority of votes cast. Abstentions, blank or null votes are not counted in the case of a secret ballot.

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

Minutes of meetings are recorded.

The minutes are signed by the meeting chair and secretary, or in their absence, another bureau member. They are written without blanks or erasures, on numbered sheets, and kept at the Association’s headquarters.

Any person whose input is deemed useful may be invited by the President to attend Board meetings in an advisory capacity. However, if any Board member requests it, the Board shall deliberate in closed session.

Article 10

Members of the Board of Directors may not receive any compensation for their duties.

Only expense reimbursements are allowed, upon presentation of receipts, under conditions set by the Board and defined in the internal regulations.

Board members and any person invited to attend its meetings are bound by confidentiality regarding sensitive information or information identified as such by the President. This duty also applies to members of committees established within the Association.

The Association ensures that any actual, potential, or apparent conflict of interest between its interests and those of its directors, committee members, employees, or representatives is prevented and managed.

If a Board member becomes aware of an actual, potential, or apparent conflict of interest involving themselves, they must immediately inform the Board and abstain from participating in the related discussion or vote. This also applies to candidates for Board positions, who must inform the General Assembly.

If a committee member becomes aware of a conflict of interest, they must inform both the committee and the Board, and abstain from discussion or vote. The same applies to candidates for committee membership, who must inform the relevant appointing body.

Article 11

The Board of Directors elects a bureau from among its members by secret ballot. The bureau is composed of three members: a President, a General Secretary, and a General Treasurer.

The bureau is elected at each partial renewal of the Board. In the event of death, resignation, permanent incapacity, or dismissal of a bureau member, a replacement is appointed at the next Board meeting. The replacement serves the remainder of the original term.

The bureau prepares matters for Board deliberation and oversees implementation of Board decisions.

Bureau members may be individually or collectively removed by the Board for just cause, while preserving their rights to due process. Dismissal from the bureau does not remove them from the Board.

Bureau meetings may be held via videoconferencing or telecommunication means that ensure identification and effective participation, under conditions set out in the internal regulations.

Article 12

The President represents the Association in all civil matters.

They authorize expenses in line with the orientations decided by the General Assembly and within the limits of the approved budget. They may be delegated by the Treasurer to make expenditures below a threshold defined by the Board.

They may delegate powers under conditions defined in the internal regulations.

The President may only be represented in legal proceedings by a proxy acting with proper authorization.

Association representatives must have full legal capacity.

Article 13

The Treasurer collects income and makes payments. They may delegate this responsibility under the conditions set in the internal regulations.