Article 1 (incorporation-name)
The parties to these articles of association have founded an organization governed by the law of 1st July 1901 and the decree dated 16 August 1901, entitled Les Arts Florissants.
Article 2 (purpose)
The purpose of this organization is to disseminate the music and musical heritage of the 17th and 18th century, as well as any composition, research, teaching and training, printing or other activity contributing to the successful attainment of this purpose, in France and abroad.
Article 3 (registered office)
The registered office is at 46 rue Fortuny, Paris 17th.
It may be moved within Paris by decision of the board of directors, ratified by the general meeting. Outside of Paris, the location of the new registered office will be decided by an extraordinary general meeting.
Article 4 (composition)
The organization is composed of members who belong to the following three groups:
- honorary members;
- benefactor members;
- active members.
Article 5 (membership)
The board of directors' approval is required to become a member of the organization.
Article 6 (membership fee)
Honorary members are those who have rendered signal services to the organization; they are exempted from paying membership fees.
Benefactor members are those who pay an annual membership fee, set by the general meeting and possibly an admission fee, set under the same conditions.
The other members are active members; they undertake to pay an annual membership fee, the amount of which is decided by the general meeting.
Article 7 (withdrawal)
The classification as member is lost upon:
- resignation;
- death;
- cancellation pronounced by the board of directors for non-payment of the membership fee or serious reasons.
Article 8 (resources)
The organization's resources include:
- the membership fees;
- the amount of the contributions and admission fees;
- the subsidies from the State, local and regional authorities or publicly-owned institutions;
- the contributions from patrons;
- the payment for services provided by the organization;
- the income from the sale of cultural products, such as discs, programmes, various publications, etc.
Article 9 (governing bodies)
The organization is run by a board of directors with eight to fourteen members, elected by the general meeting for four years. The members may be re-elected.
Half the board is renewed every other year. For the first appointment, lots are drawn to determine the elected members, whose term of office will be for two years.
Furthermore, possible holidays are provided for on the first partial renewal for the term of office concerned, since the board has the option to coopt member(s) to fill in for the period preceding this renewal.
After each partial renewal, the board of directors chooses an executive board from among its members, by secret ballot, composed of:
- a chairman;
- one or more deputy chairmen;
- a secretary and, if necessary, an assistant secretary;
- a treasurer and, where appropriate, an assistant treasurer.
The board of directors may also convene in expanded form by inviting members who have the right to speak in an advisory capacity. These guests may be representatives of institutions and companies (ministries, local and regional authorities, publicly-owned institutions, patrons, etc.) that regularly participate in the organization's funding, or representatives of contract workers working for the organization, as well as the latter's permanent staff.
The agenda of the board meeting, established by the executive board, specifies whether the meeting is convened in a normal or expanded form.
Furthermore, the chairman may invite the organization's staff and the artists to attend all or some of the meetings of the executive board and the board of directors, with the right to speak in an advisory capacity.
In the same way, the chairman may ask anyone whose presence he deems useful for the deliberation to attend all or part of the meetings of the executive board or the board of directors, with the right to speak in an advisory capacity.
Article 10 (board of directors)
The board of directors convenes at least once every six months, called by the chairman or at the request of one quarter of its members.
The board can only deliberate if half of the board members are in attendance or represented.
If this proportion is not reached, another board meeting is convened at least fifteen days later and it may then deliberate irrespective of the number of members in attendance.
Decisions are made by a majority of the members in attendance or represented; in the event of an equal division of votes, the chairman's vote is preponderant.
The board members cannot receive any payment for the functions entrusted to them.
Any board member who fails to attend three consecutive sessions, without excuse, may be deemed to have resigned from this body.
Article 11 (chairmanship)
The chairman of the board of directors represents the organization in all civil deeds and is vested with full powers to that end. Among other things, she has the capacity to represent the organization in court and with all banks. She is represented by a deputy chairman when absent or sick.
The chairman may hire paid agents, who are responsible for the day-to-day running of the organization - notably payments and debt collection - under the board of directors' supervision. She may delegate all or part of her powers to them.
Article 12 (executive board)
The executive board convenes at least once every six months, called by the chairman or at the request of half of its members.
The secretary is in charge of everything to do with correspondence and records. He writes the minutes of the general meetings and, in general, all writings concerning the functioning of the organization, except for those concerning the accounts.
The treasurer is in charge of everything to do with the management of the organization's assets. He makes all payments and collects all amounts owing to the organization, under the chairman's supervision. He keeps a proper accounting of all transactions he carries out and reports to the annual general meeting, which approves his management if necessary.
Article 13 (general meeting)
The general meeting includes all the members of the organization, whatever the form their membership takes.
It convenes at least once a year and whenever called for by the board of directors or at least half of the members.
Decisions are made by a majority of the members in attendance or represented. In the event of an equal division of votes, the chairman's vote is preponderant.
The board of directors decides its agenda.
The general meeting hears the board of directors' annual report and the financial and ethical position of the organization.
It approves the accounts for the accounting year closed, votes the budget for the next year, deliberates on the questions listed on the agenda and, if necessary, provides for the renewal of board members.
The general meeting appoints the statutory auditors.
The annual report and the accounts are sent to all members of the organization every year.
Article 14 (extraordinary general meeting - articles of association)
An extraordinary general meeting may be convened on the chairman's initiative or at the request of at least half of the members.
The extraordinary general meeting cannot deliberate unless at least half of the members are in attendance.
If this proportion is not reached, another meeting is convened at least fifteen days later and it may then deliberate irrespective of the number of members in attendance.
The general meeting may amend the articles of association on a proposal from the board of directors.
The amendment of the articles of association may only be decided by at least half of the members in attendance or represented. In the event of an equal division of votes, the chairman's vote is preponderant.
Article 15 (extraordinary general meeting - dissolution)
The dissolution of the organization or its merger with another organization occurs after a deliberation of an extraordinary general meeting convened under the conditions of article 13.
It can only be decided by at least two thirds of the members in attendance or represented. In the event of an equal division of votes, the chairman's vote is preponderant.
In case of dissolution, the general meeting appoints liquidator(s), who will enjoy the widest powers to realize the assets and settle the liabilities.
The net profit from the liquidation will devolve onto an organization of similar purpose.
Article 16 (internal regulations)
The board of directors may draw up the internal regulations and have them approved by the general meeting.
These regulations are intended to establish certain procedures and lay down a number of points not provided for in the articles of association, notably those pertaining to the organization's internal organization.
Article 17 (formalities)
The former articles of association — the original articles of association dated 8 July 1981 were replaced by those dated 13 December 1996, amended in article 1 (registered office transfer) on 28 June 2005 — are repealed.
Full powers are granted to the bearer of an original copy of these articles of association for the purpose of completing the filing and publication formalities required by law.
