Legal informations about Wizzart Studio
THIS TEXT IS A DRAFT OF TRANSLATION ABOUT WIZZART LEGAL INFORMATIONS
ARTICLE 1:
CONSTITUTION
It is founded, between the members with the present statutes, an association governed in accordance with the provisions of article 5 of the french law of July 1, 1901 and article 1st of its decree of application of August 16, 1901, named: "Wizzart".
ARTICLE 2:
OBJECT
the object of Wizzart association is to support, support and promote development projects of free video games and in particular the project Time Breach. Association has also the role to organize the distribution of the productions of the constant projects. Its sphere of activity is in particular technical, legal and financial. Association will be able to sell products and services related to these projects to its members or to persons or entities nonadherent.
ARTICLE 3:
SOCIAL SIEGE
Wizzart association domiciled in Montpellier(France). The exact address will be decided by the board of directors and could be transferred on simple decision unanimously from the board of directors.
ARTICLE 4:
DURATION the duration of association is unlimited.
ARTICLE 5:
The MEMBERS Of ASSOCIATION
association is composed members of several qualities: the founder members, members of honor, members responsible for project, adherent members, the members benefactors and active members. It is possible that a member cumulates several qualities. The founder members are the members who have took share at the constituent assembly general and have which regulated the contribution of the first year. They are members with life and take part of right to the general assemblies. They are entitled to vote there insofar as they are up to date of the whole of their contributions. The members of honors are members designated by the board of directors for the rendered services or which they will render to association. They are exempted payment of the annual contribution and take part in the assemblies general with deliberative voice. The members responsible for project are the representatives of the projects supported by association. They discharge amount of the annual contribution of member. They take part in the general assemblies with deliberative voice. Their number per project is limited to a standard hierarchy defined in the rules of procedure. The adherent members are persons or entities which discharge annual contribution of member defined by the board of directors. They profit from the advantages set up by association. The members member have the right to take part in the assemblies without deliberative voice. The members benefactors are persons or entities which discharge a special annual contribution of a free amount at least equal to the minimum amount defined by the board of directors. The active members are adherent members or benefactors who wish to take an active share in the management of association. They take part in the general assemblies with deliberative voice. Their number is limited to a third (round-off with the lower entirety) of the number of members of other qualities having a deliberative voice. The active membership is decreed by the general assembly each year.
ARTICLE 6:
SUBSCRIPTION
to become member of association, it is necessary to join to the present statutes and to discharge (or to be exempted) adequate annual contribution. The admission of the members is pronounced by the board of directors, which, in the event of refusal, does not have to justify his decision.
ARTICLE 7:
LOSS OF the MEMBERSHIP
the membership is lost by:
- the resignation addressed to the president of association in writing
- the death for an individual, or dissolution for a legal entity
- the exclusion pronounced by the board of directors for infringement to the present statutes or any other bearing reason damage with the moral and material interests of association
- the radiation pronounced by the board of directors d' for non-payment of the contribution, or of the products and services being provided him by association The exclusion of a member by the board of directors is done with opinion reasoned with interressé this last having been invited to present its defense.
ARTICLE 8:
RESPONSIBILITY FOR the MEMBERS
None members association is personally responsible for the underwriting liabilities by it. As regards management, the responsibility falls, subject to sovereign appreciation of the courts, with the members of the board of directors, and with the members of its office. Any data-processing account identifies a user, individual, person in charge for the use of this account and its contents. Any user commits himself not to lend his account and not making it available by negligence. Each user can be controlled by persons in charge for safety. The latter have for this purpose the necessary means of investigation enabling him to possibly examine the data of the users in the respect of the confidentiality and to réglement ensure the respect of interior. They reserve the right to erase without notice very contained data-processing without having to justify their decisions. Association could not be held for person in charge for the contents of the personal space of its members, alone responsible for their data-processing accounts.
ARTICLE 9:
BOARD OF DIRECTORS
association is managed by a board of directors including/understanding at least three members elected for 1 renewable year. In the event of vacancy, the board of directors provides for the replacement with these members. Is carried out to the final replacement by the next general assembly. Eligible to the board of directors any member of association has been for at least six months, up to date of his contributions, 18 years old and more the day of the election, and having the deliberative voice. The functional composition of the board of directors will be detailed in the rules of procedure.
ARTICLE 10:
BOARD MEETING
the board of directors meets at least 1 per annum time and, on the written request addressed to the president of association, of half of its members voters, it meets each time the interest of association requires it. The president convenes in writing, at least three days in advance, the members of the board of directors to the meetings by specifying the agenda. Each member of the board of directors can be made represent by another member of the board of directors. Each administrator cannot define more than one mandate of representation by meeting. The deliberations are taken in the majority of the voices of the members present and represented. In the event of equality, the voice of the president is dominating. All the deliberations of the board of directors are consigned in a register and are signed of the president and the secretary.
ARTICLE 11:
REMUNERATIONS
the mandates of the members of the board of directors are free. However, the expenses and outlays caused by the achievement of their mandate can partially or completely be refunded with the administrators on presentation of a document in proof and agreement of the board of directors. In the same way, the members of the board of directors can be employed by association except framework of the administration of association (contract of employment at given or unspecified duration) and to perceive for this reason, and only for this reason, of the wages. The financial statement submitted to the general assembly must make mention of refundings of the expenses of mission, displacements or representation regulated with administrators.
ARTICLE 12:
CAPACITIES OF the BOARD OF DIRECTORS
the board of directors is invested the widest capacities within the limits of the object of association and within the framework of the resolutions adopted by the general assembly. He can authorize any act or operation which is not under the articles of the competence of the ordinary or extraordinary general assembly. He comes to a conclusion about the admissions of members of association and confers the possible titles of members of honor and benefactors. He also comes to a conclusion about measurements of radiation and exclusion of the members. He controls the management of the members of the office which must return account of its activity at the time of these meetings. He authorizes the opening of any bank account or postal cheque and near any other credit institution, carries out any use of funds, negociates any loan mortage or different, any subsidy solicits, requires any inscription or useful transcription. It authorizes the president or the treasurer, to carry out any act, alienation and investment found necessary, of the goods and the values belonging to association and to sign the markets and contracts necessary to the continuation of its object.
ARTICLE 13:
OFFICE OF the BOARD OF DIRECTORS
the office of the board of directors is elected for 1 year by the board of directors which chooses among the members with the secret vote: - a president (obligatory)
- a vice-president (optional)
- a treasurer (obligatory)
- an assistant treasurer (optional)
- a secretary (obligatory)
- an assistant secretary (optional)
ARTICLE 14:
ROLE OF EACH MEMBER OF the OFFICE
the office prepares the board meetings of which it carries out the decisions and treats the current businesses in the interval of the board meetings. It meets at least 2 times per annum. - the president joins together and chairs the board of directors and the office. He represents association in justice and in all the acts of the civil life on mandate of the board of directors. He can delegate, on opinion of the board of directors, his capacities with another member of the board of directors. - the secretary is in charge of the correspondence statuary, in particular the sending of the convocations. He writes the official reports of the authorities statuaries and ensures some the transcription on the registers envisaged for this purpose. - the treasurer keeps scrupulously up to date the accounts of this association and prepares the financial statement.
ARTICLE 15:
COMMITTEE OF REPRESENTATION
the members of association, to leave the moment when there are one or more communities of players around one or more supported projects, can ask for the establishment of a committee of representation which has vocation to acueillir representatives of or the communities of players. These representatives are elected by the members among all the members of association. They have as a role to organize the representation of or the communities of players near the board of directors. The methods of this representation will be defined in the rules of procedure.
ARTICLE 16:
COMMON PROVISIONS TO the GENERAL ASSEMBLEES
the general assemblies are composed of all the members of up to date association their contributions. The general assemblies meet on convocation of the president of association or request written for at least a third of the members of association. The convocation must mention obligatorily the agenda envisaged and fixed by the board of directors. It can be made by individual letters addressed to the members of association, by opinion published in the press, opinion in electronic form, and posting in the buildings of association. In any event, this information must be carried out at least fifteen days before the date fixed for the behaviour of the assembly. Only are acceptable the resolutions taken by the general assembly on the points entered on the agenda. The presidency of the general assembly belongs to the president or to a member of the office if it is prevented by it. The deliberations are noted by official reports registered on a register and signed by the president and the secretary. The members of association can be made represent by another member of association in the event of prevention. A member present cannot hold more than one mandate of representation. He is held an attendance sheet signed by each member present and certified by the president of the assembly. The capacities are also meant there.
ARTICLE 17:
ORDINARY GENERAL ASSEMBLY
the ordinary general assembly meets once per annum. She hears the report/ratio of the board of directors on financial management and the management report of the president. She can name an auditor in charge of the checking of the accountancy of association. After having deliberated and having ruled on these various reports/ratios, the general assembly appreciates the budget of the following exercise and also deliberates on all the other questions appearing in the agenda. She provides for the election or the renewal with the members with the board of directors according to the agenda decided at the time of the convocation by the members of the office. The decisions of the ordinary general assembly are made in the majority of the members present and represented. They are taken with raised bulletins, excluded for the election of the members of the board of directors for which the secret vote is necessary.
ARTICLE 18:
EXTRAORDINARY GENERAL ASSEMBLY
It is convened under the conditions envisaged in article 15 of these statutes. For the validity of its deliberations, it is necessary that at least half of the members voters of association present or are represented. If the quorum is not reached, the extraordinary assembly is convened again, at fifteen days of interval. She can then deliberate whatever the number of present and represented. The extraordinary assembly rules on the modifications of statute and the dissolution of association. The deliberations are taken in the majority qualified two thirds of the members present and represented for the modifications of the statutes and in the majority qualified of two thirds of the members present and represented and half of the members having deliberative voice for dissolution of association.
ARTICLE 19:
RESOURCES Of ASSOCIATION
the resources of association are composed:
- product of the contributions poured by its members
- manual gifts
- State grants, authorities local and publicly-owned establishments
- product of the demonstrations which it organizes
- interests and royalties of the goods and values which it can have
- remunerations of the rendered services
- product of the sales and distribution
- of all other resources authorized by the law, in particular, to resort in the event of need, with one or more banking or deprived loans.
ARTICLE 20:
DISSOLUTION OF the GOODS
In the event of dissolution, the extraordinary general assembly designates one or more liquidators who will be in charge of the liquidation of the goods of association in accordance with article 9 of the law of July 1, 1901 and with the decree of August 16, 1901. The members of association cannot see themselves allotting, apart from the resumption of their financial, movable or real contributions, an unspecified share of the goods of association. The remaining credit net will be allotted obligatorily to one or more associations continuing of the similar goals and which will be indicated by the extraordinary general assembly.
ARTICLE 21:
RULES OF PROCEDURE
rules of procedure are established by the office which makes it approve by the board of directors. This payment is intended to fix the various points not envisaged by the statutes, having milked with the internal administration and the division of responsibilities within association, like in the conditions of provisions of services to non-members. The payment could be modified by simple resolution of the Board of Directors made in the majority qualified of two thirds of the members of the council.
ARTICLE 22:
FORMALITIES
the elected president must carry out all the formalities of declaration and publication envisaged by the law, as well at the moment of the creation of association as during his existence. These statutes were approved by the assembly constitutive of: Wizzart