Between all the persons who adhere to the present statutes, is formed an association named "ABC&T - Association de Biophysique Computationnelle et Théorique" governed by the July 1st, 1901 French law and the August 16, 1901 decree.
It will be registered at the Doubs prefecture with an insert demand for the 'Journal Officiel'.
The association aim is to constitute an independent fundamental research facility allowing the implementation of theoretical and computational investigations of biological systems through biophysical or quantum chemical approaches. Research subjects will be broached according to the available means (subsidies, settlements). These means will be allowed to result from a collaboration with a company (pharmaceutical, biotechnological, etc.), but the orientation of the research will always have to be for fundamental purposes, i.e., likely to lead to new scientifical knowledge dealing with the structure or functioning of the molecular or supramolecular systems under study.
Examples of research themes :
The association will also promote the diffusion of the scientific culture and knowledge by all the suitable means (conferences, forums, publications, formation, etc.).
The updates on the work done and the various news will be made available on the web site of the association, at the address: http://www.abct.fr.
In all cases, the association does not pursue any political or religious goal.
The association registered office is temporarily fixed at Stéphane Chrétien's personal address, 11 rue Mégevand, 25000 Besançon, France. It can be transferred to any other place on simple decision of the Board of directors (BOD).
The duration of the association is undetermined.
The association is composed of the founding members, active members, benefactor members, honorary members and moral persons members.
Founding members
Founding members are those who have participated to the setting-up of the association and whose list is appended (Appendix).
Active members
Members of the association who actively contribute to the achievement of the objectives. They pay a yearly subscription charge.
Benefactor members
Members of the association donors of a sum equal or higher than 2000 euros over a year.
Honorary members
This title can be awarded by the BOD to persons who render or rendered important services to the association. They are exempted from the payment of a subscription fee but are allowed to participate with voting rights to the General Assemblies.
Moral persons members
The moral persons members are every structure (association, foundation, club, company, organism, etc.) participating to the action of the association. They pay a special subscription charge.
The subscription charge owed by the active members and the moral persons members is annually set by the General Assembly.
Admission of the members is pronounced by the President, after consultation of the BOD. Every application for membership will have to be formulated in writing (letter or e-mail) by the applicant to the President of the association. The membership is for the duration of the association.
The member status is lost:
The association is administered by a Board of Directors composed of between 1 and 12 members elected and re-eligible for four years by the General Assembly, chosen among the founding and the active members. The BOD defines the main orientations of the association. It adopts the budget and the annual accounts of the association.
The founding members of the association (see Appendix) will be able to be replaced only at the unanimity of the voices of the BOD minus the voice of the concerned person, for any motive other than a decease or resignation.
In case of vacancy (decease, resignation, exclusion, etc.) the BOD provides for the temporarily replacement of its members. Their definitive replacement is carried out in the next Ordinary General Assembly. The powers of the members elected in this way end up at the time the mandate of the replaced members would normally expire.
Is eligible for the BOD every person, whatever its nationality, being eighteen years old at least at the election day, member of the association and up to date with his subscriptions.
The General Assembly called for electing the BOD is composed of the members filling the following conditions:
The BOD gets together, physically or by means of Internet, each time it is called for in writing (by letter or e-mail) by its President, each time the interest of the association requires it and at least once a year.
The presence of the quorum of its members is necessary for the BOD to deliberate validly.
The deliberations are taken by a simple majority of the votes of the present or represented BOD members, if need be, the one or several missing votes being able to occur by mail.
In case of equality, the vote of the President will be decisive.
All the BOD deliberations appear on the association web site and are recorded in a special register where they are signed by the President and the Secretary.
The BOD is in a general way invested with the most extensive powers within the limits of respect of the association objectives and of the resolutions adopted by the General Assemblies.
It can authorize every action or operation allowed to the association and which is not reserved for the Ordinary or Extraordinary General Assembly.
It gives a decision on all the membership admissions to the association and awards the possible honorary members titles. It notably watches the running conducted by the members of the Bureau and has always the right to get from them an explanation for their actions. In case of gross misconduct it can suspend the members of the Bureau in the majority, except for the founding members (see article 9).
It makes open all banking accounts, postal cheques accounts and with all other credit institutions, carries out all uses of funds, contracts all mortgage loans or different, requests all subsidies, requires all useful inscriptions and transcriptions.
It authorizes the President and the Treasurer to make all acts, purchases, alienations and investments found necessary, of the goods and securities belonging to the association and to make the deals and sign the contracts necessary to the continuation of its object.
It nominates the personnel of the association and decides its remuneration.
It can delegate whole or part of its attributions to the Bureau or to some of its members.
The BOD elects among its members the members of the Bureau, composed of 2 to 6 people: the President, a Vice-President, a Secretary and an assistant Secretary, a Treasurer and an assistant Treasurer.
The BOD elects each year, by secret ballot (according to the methods defined in article 10), the Bureau, taking into account the restrictions given in article 9 for the founding members.
The Bureau of the BOD is especially invested with the following attributions:
The Assemblies include all the members of the association up to date with the payment of their subscription.
The Assemblies meet on convocation of the President of the association or on request of the members representing at least the quarter of the members. In this last case, the convocations of the Assembly must be addressed within twenty-one days from the request date to be held in the twenty-one days following the sending of the aforementioned convocations.
The convocations must mention the agenda carefully planned and determined by the BOD. They are made by individual letters or e-mail addressed to the members twenty-one days at least in advance. The Assembly can deliberate only on the questions entered on the agenda.
Voting rights will have the members present, physically or in videoconference. Each member of the association has one voice and the voices of the members whom it represents. The vote by proxy (limited to a maximum of 3 proxies per person) or by correspondence is authorized. This last will have to reach one of the members of the Bureau within the absolute limit of two days before the date fixed for the General Assembly.
The deliberations are noted by minutes signed by the President and the Secretary. The minutes are retranscribed without blanks nor erasures in the chronological order on the deliberations register of the association. A report of the deliberations will be made available on the Internet site of the association.
The chairmanship of the General Assembly belongs to the President, or in its absence, to the Vice-President, one or the other being able to delegate its functions to another member of the BOD. The Bureau of the Assembly is that of the association.
It is also held an attendance sheet which is signed by each member present (electronic signature in the case of a remote participation) and certified true by the President and the Secretary of the Assembly.
At least once per annum, the members are convened in Ordinary General Assembly under the conditions formulated in article 15.
The Assembly takes stock of the memberships and decides on the possible exclusion of members, such as those non up to date of their subscription.
The Assembly listens to the reports on the management of the BOD and in particular on the moral and financial situation of the association.
The Assembly, after having deliberated and ruled on the various reports, approves the accounts of the closed exercise, defines in its broad outline the budget of the following exercise and deliberates on all the other questions appearing on the agenda.
It provides for the nomination or the renewal of the BOD members under the conditions envisaged by articles 9, 10 and 13 of the present statutes.
It fixes the amount of the annual subscription charge to pay by the members of the association.
The decisions of the Ordinary General Assembly are made in the majority of the members present. All the deliberations are taken by a show of hands, in the same way for the members present in videoconference.
At the request of the quarter at least of the members present, the votes can be issued by secret ballot. However, for the election of the BOD members, the secret vote is obligatory by article 10 of the statutes.
It is convened, under the conditions envisaged by article 15 of the present statutes.
For the validity of the decisions, the Extraordinary Assembly must collect the votes (of the members present or those of the members absent by proxy or correspondence) of at least half plus one of the members having voting rights, the deliberations being done in the majority of the votes.
The deliberations are taken by a show of hands or by vote through Internet, except if the quarter at least of the members present requires the secret vote.
If this proportion of half plus one of the members having voting rights is not reached within fifteen days after the Extraordinary Assembly took place, the decision will be made then in the majority of the number of votes issued.
The Extraordinary General Assembly rules on the questions which are of its only competence, namely modifications to be made to the present statutes, anticipated dissolution, devolution of the goods, fusion with other associations, or any event of importance or emergency of nature imposing to organize such an Assembly.
However, for a modification of the object and the finalities of the association, one needs the unanimous agreement of all the members having voting rights; moreover, the members non present at the Extraordinary Assembly must necessarily give their written agreement.
The resources of the association include:
It is from day to day held an accounting in receipts and expenditure for the recording of all the financial transactions.
This accounting will be held preferably with double-entry book-keeping in accordance with the codification of accounts.
The dissolution is pronounced at the request of the BOD, by an Extraordinary General Assembly, convened especially to this end.
The conditions of convocation and of methods of holding such an Assembly are those formulated in article 15 of the present statutes.
The deliberations are carried out according to the methods defined in article 17.
In the event of dissolution for some cause that it is, the Extraordinary General Assembly designates one or more liquidators in charge of the operations of liquidation of the goods of the association, whose powers it will determine.
The remaining net worth will be allotted obligatorily to one or more other associations, foundations or organizations persuing similar goals and which will be nominally designated by the Extraordinary Assembly.
Under no circumstances the members of the association will be able to be allocated, apart from the taking back of strictly private contributions, the slightest part of the goods of the association.
By-laws can be established by the President or the BOD, that then makes it approve by the General Assembly. These possible internal rules, lying obligatorily within the scope of the spirit and the objectives defined here, is intended to fix the various points not envisaged by the statutes, notably those which have to do with the practical running of the activities of the association.
The BOD will have to declare to the Register of associations of the Doubs prefecture the later modifications indicated below if they occur:
In Besançon, France, November 25, 2006,
the President, Stéphane CHRETIEN
the Treasurer/Secretary, Yanie CHEVIET
APPENDIX
Founding members particulars at the 25th of November, 2006:
Dr Stéphane Chrétien
President
Maître de Conférences in Mathematics at the University of Franche-Comté, Besançon, France
Nationality: French
Born: January 2, 1969 in Rennes
Personal address: 11 rue Mégevand, 25000 Besançon, France
Phone: +33 381612174 / Work: +33 381666465
E-mail: stephane.chretien@univ-fcomte.fr
Yanie Cheviet
Secretary and Treasurer
Farmer
Nationality: French
Born: January 2, 1956 in Paris
Personal address: 19 Vieille Route de Bucey, 70700 Bucey-lès-Gy, France
Phone: +33 384329310