Phyto-info status

ARTICLE 1 - NAME

A non-profit organization governed by the law of 1 July 1901 and the decree of 16 August 1901 is founded between the adherents of these statutes: Phyto-info.

ARTICLE 2 - PURPOSE

The aim of the non-profit organization is the democratization of knowledge about plants and their benefits, as well as the creation, development and dissemination of any educational material in the field of herbalism.

ARTICLE 3 - HEAD OFFICE

The head office is located at 13 La Grange des Noyes, 25110 Voillans. It can be transferred by simple decision of the board of directors.

ARTICLE 4 - DURATION

The duration of the non-profit organization is unlimited, starting from the signing of the statutes. The social year runs from July 1 to June 30.

ARTICLE 5 - COMPOSITION

The non-profit organization consists of (a) active members and (b) supporting members.

The members being natural persons and adults.

ARTICLE 6 - ADMISSION

To be an active member, you must be sponsored by an active member and be approved unanimously by the board of directors, which decides, at each of its meetings, on the applications for admission submitted. In case of refusal, the decision does not have to be motivated. Active members participate in general meetings and are eligible.

To be a supporting member, there are no requirements. Supporting members do not participate in general meetings and are not eligible, but benefit from benefits specified in the internal regulations.

Participants of all nationalities are welcome; the administrators invite them to use French in their communication with the non-profit organization (or, where appropriate, English); only the French text is authentic.

ARTICLE 7 - MEMBERS AND SUBSCRIPTIONS

Active members are those who are members of the board of directors and those whose request is unanimously accepted by the board of directors. Active members agree to provide a certain number of hours of volunteer work each year and to pay an annual subscription.

Supporting members are those who support the actions of the non-profit organization and who have undertaken to pay an annual subscription.

The annual subscription is due as soon as the new members are approved. Any subscription paid is definitively acquired by the non-profit organization.

The amount of asubscription, whether for active members or for supporting members, may be revised each year by decision of the Board of Directors; the amount of subscriptions is specified in the internal regulations.

ARTICLE 8 - CANCELLATIONS

Membership is lost by (a) resignation; (b) death; or (c) cancellation pronounced by the board of directors for non-payment of the subscription or for serious reasons, the person concerned having been invited (by registered letter) to provide explanations before the office and/or in writing. The procedures for deregistration and the possibilities of defence and appeal of the member are specified in the internal regulations.

ARTICLE 9 - RESOURCES

The resources of the non-profit organization include (a) the amount of annual subscription; (b) grants from the State, departments, and municipalities; and (c) all resources authorized by the laws and regulations in force.

ARTICLE 10 - ORDINARY GENERAL MEETING

The ordinary general meeting includes all active members of the non-profit organization. It meets every year in June. At least one month before the fixed date, the active members of the non-profit organization are convened by the secretary. The agenda appears on the convocations.

The ordinary general meeting can only validly deliberate if more than half of its active members attend the meeting or are represented. If this quorum is not reached, the ordinary general meeting is convened, with the same agenda, within 30 days. During this second meeting, the General Assembly deliberates validly regardless of the number of people present or represented.

Only members with a voting right and up to date with their subscription or obligations on the day of the vote are entitled to vote. Any prevented active member may be represented by another active member; each member present may hold several proxies.

The president, assisted by the members of the board of directors, chairs the meeting and explains the moral situation or the activity of the non-profit organization. The treasurer reports on his management and submits the annual accounts to the Assembly for approval. The General Assembly fixes the amount of annual subscription to be paid by the various categories of members. Only items that are on the agenda can be addressed. Decisions are taken by a majority of the votes of the members present or represented; in case of a tie, the President has the casting vote. All discussions are taken by show of hands, except for the election of members of the Board of Directors.

After the agenda has been exhausted, the outgoing members of the Board of Directors are renewed.

The decisions of the general meetings are binding on all members, including those who are absent or represented.

ARTICLE 11 - EXTRAORDINARY GENERAL MEETING

If necessary, or at the request of half plus one of the active members, the president may convene an extraordinary general meeting, in accordance with the procedures provided for in these statutes and only for the amendment of the statutes or for dissolution or for acts relating to buildings.

The convening procedures are the same as for the ordinary general meeting.

Deliberations are taken by a majority of the votes of the members present or represented; in case of a tie, the President has the casting vote.

ARTICLE 12 - BOARD OF DIRECTORS

The non-profit organization is managed by a board of directors composed of at least four members and no more than seven members, elected by secret ballot for a term of four years by the General Assembly, and taken from among the active members. The elected members are re-eligible to promote the renewal of the members of the board of directors by fraction.

A call for applications is attached to the convening of the general meeting to renew the board of directors. In accordance with the objective of transparency in public life characterizing the non-profit organization, it includes an obligation to briefly express the reasons for the nomination and to indicate the possible implications within other non-profit organizations or organizations.

To be admissible, written nominations must be submitted to the president or vice-president of the non-profit organization at least 15 days before the General Assembly is held, for the Bureau to draw up the list of candidates and send it to all active members at least one week before the General Assembly, in order to allow for the expression of proxy votes. No person may be a candidate for the board of directors if they are not an active member who is up to date with their annual subscription on the date the nomination is submitted. The candidates obtaining the largest number of votes for the seats to be filled are elected members of the Board of Directors.

In the event of vacancies, the board of directors shall temporarily provide for the replacement of its members. They will be definitively replaced at the next general meeting. The credentials of the members so elected expire at the expiration of the term of office of the members replaced.

The board of directors meets at least once every six months, when convened by the president, or at the request of a quarter of its members.

Decisions are taken by a majority of votes; in the event of a tie, the President has the casting vote.

The status of director is lost by resignation, non-renewal of subscriptions to the non-profit organization, two consecutive unexcused absences from board meetings, or a decision by the general meeting.

ARTICLE 13 — OFFICE

The Board of Directors shall elect from among its members at least four and not more than seven members a bureau composed of (a) a president; (b) a vice-president; (c) a secretary and, if appropriate, an assistant secretary; and (d) a deputy treasurer, and, if necessary, an assistant treasurer.

The functions of president and treasurer cannot be combined. Officers are eligible for re-election every two years. The respective functions, duties and powers of the members of the Bureau are specified in the internal regulations. The office ensures the proper functioning of the non-profit organization; it represents the non-profit organization in all acts of civil life.

ARTICLE 14 — ALLOWANCES

All functions, including those of members of the board of directors and office, are free and voluntary. Only members of the Board of Directors and of the Bureau may claim, after prior approval by the Bureau and on supporting documentation, reimbursement of expenses and expenses incurred in carrying out their mandate.

Once an assignment falls outside the remit of the board of directors, this mission, exceptionally, may be invoiced to the non-profit organization by a member of the board of directors in the same way as a service provider external to the non-profit organization as soon as the service is completed. The number of hours and the hourly rate must be previously defined and accepted by the office.

Board members who thus charge part of their time for exceptional tasks other than those attributed to their functions as board members and/or office members do not receive a salary but a service in exchange for an invoice; they are solely responsible for declaring and paying their social contributions and income taxes as external consultants in their respective countries. The non-profit organization cannot be held liable in the event of non-compliance with the legislation in force by one of its members.

ARTICLE 15 - RULES OF PROCEDURE

Internal regulations may be established by the Board of Directors, which then has them approved by the General Assembly.

ARTICLE 16 - DISSOLUTION

In the event of dissolution, one or more liquidators are appointed, and the net assets, if any, are vested in a non-profit organization with similar purposes in accordance with the decisions of the extraordinary general meeting that decides on the dissolution. Net assets cannot be devolved to a member of the non-profit organization, even partially, unless a contribution is taken.

ARTICLE 17 - LIBERALITIES

The report and the annual accounts are sent each year to the Prefect of the Department.

The non-profit organization undertakes to present its registers and accounting documents at the request of the administrative authorities in respect of the use of the gifts it may receive, to allow representatives of these competent authorities to visit its establishments and to report to them on the operation of these establishments.

Done in Voillans, June 30, 2022.