General assembly (Prometheus-X)

According to the statutes of the association, we must define in the internal regulations the functions of the members of the office within the CA.

Articles 9 and 10 of the statutes which concern this point are recalled below:

Article 9: Board of Directors

9.1 Election

The board of directors is made up of a minimum of 4 members and a maximum of 20 members.

The members of the board of directors are elected by the ordinary general assembly which elects lists composed of members of the association, a member cannot be on more than one list. Retiring directors are eligible for reappointment.

By way of derogation from the elective rule, the first board of directors will be elected by the constitutive ordinary general assembly from among its founding members.

The term of office of the directors is three (3) years.

9.2 Powers

The Board of Directors is vested with the broadest powers to act on behalf of the association and to authorize all acts and operations permitted to the association that are not reserved for general meetings. The Board of Directors votes and establishes the association's rules of procedure.

The Board of Directors proposes to the Ordinary General Assembly the appointment of members to the functions of the Association, including in particular a treasurer, a general secretary, Vice-Presidents, etc.

The Board of Directors may decide to form a Bureau, at least composed of the President (s), the Secretary General, the Treasurer and a Vice -President. It will specify the functions of this Office in the internal regulations.

9.3 Meetings

The board of directors meets as often as the interests of the association require and at least once (1) per year, on the invitation of the President or at the request of a quarter of its members, either at the headquarters, or in any other place specified in the invitation, which indicates the agenda of the meeting.

The presence of at least a quarter of the directors is necessary for the validity of the deliberations.

Failing this, the board of directors is convened again no later than fifteen (15) days and validly deliberates regardless of the number of directors present or represented.

Decisions are taken by majority vote of members present or represented. In the event of a tie, that of the President is decisive.

Absent directors can be represented by another director, with no limit on the number of terms of office.

Meetings can be held by any electronic means, and in particular by video or teleconference.

The Board of Directors may invite to its meetings any non-member whose presence it deems useful, without the right to vote and subject to compliance with the aforementioned confidentiality rules.

In the event of an unjustified absence from more than 3 meetings, the member of the Board of Directors concerned may be excluded from the Board of Directors by a reasoned decision taken by the Board of Directors after having invited him to present explanations.

Article 10: Presidency of the Association

The President is elected for 3 years by the General Assembly, from among the members of the Board of Directors, on the proposal of the previous Board of Directors.

The President directs and represents the Association before third parties and in all acts of civil life.

He is vested with the broadest powers to act on behalf of the association and to authorize all acts and operations permitted to the association which are not reserved for general meetings or the Board of Directors.

The President has standing to take legal action on behalf of the Association, after approval by the Board of Directors.

The outgoing President is eligible for re-election within the limit of two terms.

The President may delegate all or part of his functions to any member of his choice.