These statutes are available here in PDF format

This association is run collegially and therefore has a horizontal governance. A Collegial Council replaces the usual Board of Directors and Bureau, which operate in a more pyramidally way.

These collegial statutes are supplemented by internal regulations, which specify them and give the ways and means for their application. As the internal regulations are not registered within the local administration, they’re easier to modify and adapt to the needs of the association and to the deliberations of the Collegial Council.

I. Object

ARTICLE 1: Constitution and name

An association governed by the law of 1 July 1901 and the decree of 16 August 1901 is founded among the members of the present statutes, with the name RxLaboratorio.

ARTICLE 2: Object

It is the object of the association:

• to encourage and promote the development and use of open computer programs, especially in the field of audiovisual production, whose source code is accessible, and that empower the freedom of their users to use, modify, share, and share their modifications of these programs, as a supportive and socially equitable partnership between the creators and the users of these programs,
• to contribute to popular education on the challenges of digital technology and the cultural commons, as well as the sharing of skills and expertise of the creators and the users,
• to favor the reduction of the impact of audiovisual production on the environment, on global warming and on biodiversity,
• to promote social connections, social responsibility, and a sense of community and trust among each other,
• and all ancillary, related or complementary activities useful directly or indirectly to the achievement of this purpose.

ARTICLE 3: Head office

The head office is located on 56 Impasse Pré Forand, Le Mollard, 73660 LES CHAVANNES EN MAURIENNE, France. It may be transferred by simple decision of the Collegial Council.

ARTICLE 4: Duration

The duration of the association is unlimited.

II. Composition

ARTICLE 5: Composition

The association is composed by:

• active members who have a regular and identified activity within the association.
• and members who are creators of content distributed by the association.

These two categories of members:

• can be a natural or legal person,
• pay an annual contribution,
• undertake to respect the present statutes, the internal regulations and the decisions of the Collegial Council,
• and have the right to vote with one deliberative vote per natural or legal person. The amount of the annual membership fees is set by the Ordinary General Assembly and included in the internal regulations.

ARTICLE 6: Membership Requirements

Applications for membership are submitted to the association. All members undertake to pay their membership fee and to respect the present statutes and the internal regulations communicated to them when they join the association.

Minors may join the association subject to written authorization from their legal representatives. They are full members of the association.

The Collegial Council may, on the basis of a reasoned opinion, refuse members.

The association opposes all discrimination, ensures that this principle is respected and guarantees freedom of conscience for each of its members.

ARTICLE 7: Membership fee

The membership fee payable by each member is set by the internal regulations.

ARTICLE 8: Loss of membership

Membership is lost:

• by death,
• by resignation, addressed in writing to the Collegial Council,
• by non-payment of the membership fee,
• or by removal decided by the Collegial Council for serious reasons, the member having been requested in writing to provide explanations before the Collegial Council or in writing.

ARTICLE 9: Members’ Responsibility

None of the members of the association are personally liable for the commitments entered into by it.

Only the association’s assets are accountable for its commitments.

In terms of management, the responsibility falls, subject to the sovereign appreciation of the courts, to the members of the Collegial Council.

ARTICLE 10: Legal action

The association has the capacity to take legal action. It is represented in court by the Collegial Council as a whole, which may, if necessary, appoint a legal representative from among its members.

ARTICLE 11: Resources

The association’s resources include:

• the amount of membership contributions,
• donations,
• incomes from celebrations and exceptional events,
• incomes from the sale of goods and services related to the purpose of the association (educational resources, tutorials, books…),
• subsidies from the State, local authorities, public or private establishments and various institutions,
• and any other resources and subsidies that are not contrary to the laws and rules in force.

III. Administration

ARTICLE 12: Common provisions for General Assembly

The General Assembly is made up of all the members of the association who are up to date with their contribution.

Members under the age of 16 may be represented by one of their legal representatives.

The Assembly meets by a convening sent by mail or e-mail from the Collegial Council, or at the request of at least a quarter of the members, or by one of the employees in charge of administration.

The convening must mention the planned agenda of the meeting. They must be sent to all members at least 15 days in advance.

Only the items on the agenda may be broached by the General Assembly.

General Meetings, ordinary or extraordinary, may be held virtually. This possibility can be proposed in the convening, and may be refused if at least half of the members refuse this solution.

The presidency and secretariat of the General Assembly are entrusted to two members appointed by and within the Collegial Council, on the day of the Assembly, as soon as the Assembly begins.

Members can make a proxy. A proxy may not have more than three powers.
Remote voting during the General Assembly is also allowed.

Votes shall be public, unless at least one-quarter of the members present or represented request a secret ballot.

A report of the meeting is drawn up and then transcribed on the association’s ordinary register.

ARTICLE 13: Nature and powers of the Assemblies

The regularly constituted General Assemblies represent the universality of the members of the association.

Within the limits of the powers conferred on them by these statutes, the Assemblies oblige by their decisions all members, including those who are absent.

ARTICLE 14: Ordinary General Assembly

At least once a year, members who are up to date with their membership contribution are convened to an Ordinary General Assembly under the conditions provided for in Article 12.

The various questions of the members must be addressed by the active members to the Collegial Council eight days (8 days) before the date of the assembly.

The Assembly heard the reports of the Collegial Council on the activity and management of the past financial year, in particular:

• the moral and activity report,
• committee reports, if applicable,
• and financial reporting (income statements and balance sheet).

Auditors, if they have been appointed by the Collegial Council, read their audit report.

The Assembly, after debating them, votes on the various reports. If necessary, it votes on the provisional budget for the following financial year and deliberates on all other issues on the agenda, in particular the guidelines for the upcoming year.

It sets the amount of the annual subscriptions to be paid by the different categories of members until the next Ordinary General Assembly.

It answers any questions sent by members prior to the Assembly.

It provides for the election of the members of the Collegial Council under the conditions provided for in the various paragraphs of Articles 12 and 16 of these statutes.

The deliberations and decisions of the Ordinary General Assembly are taken by a simple majority of the members present or represented.

The General Assembly may only deliberate validly if at least twenty percent (20%) of the members with the right to vote are present ; in the absence of a quorum, a new General Meeting shall be convened no later than thirty days after the first General Assembly. It can then deliberate regardless of the number of members present or represented.

ARTICLE 15: Extraordinary General Assembly

The Extraordinary General Assembly decides on matters that are within its sole competence, namely the amendments to be made to these statutes, or the dissolution or merger of the association, or for deeds relating to immovable property.

It must take place under the conditions set out in Article 12 of these statutes.

For the validity of decisions, The Extraordinary General Assembly must include at least fifty percent (50%) of the members with the right to vote. If the quorum is not reached, the Extraordinary General Assembly is convened again, within thirty days. It can then deliberate regardless of the number of members present or represented.

Deliberations must be taken by a two-thirds majority of the members present or represented.

ARTICLE 16: Collegial Council

The association is run by a Collegial Council comprising at least three members and not more than fifteen members, elected for two years by the General Assembly, in accordance with the procedures described in the internal regulations. The Collegial Council is made up of at least one-third and a maximum of two-thirds of Content creator members.

The Collegial Council is renewed each year by half. In the first year, outgoing members are chosen by random draw.

Composition of the Collegial Council

Is eligible for election to the Collegial Council any person who has reached the legal majority, is a founding member, or a member of the association for more than one year, and who is up to date with his or her membership contribution. Outgoing members are eligible for re-election.

In the event of a vacancy, the Collegial Council shall provisionally provide for the replacement of its members. They shall be definitively replaced on the next general assembly. The powers of the members thus elected shall end at the expiration of the term of office of the members replaced.

Any member of the Collegial Council who, without excuse, has not attended three consecutive meetings will be considered to have resigned.

The composition of the Collegial Council must reflect the composition of the General Assembly. In particular, the association will ensure equal access for women and men to governing bodies.

Powers of the Collegial Council

All members of the Collegial Council are on an equal footing. The Collegial Council is the body that legally represents the association in court. In the event of legal proceedings, the members of the Collegial Council in place at the time of the facts will collectively and jointly assume their responsibilities before the competent courts.

Also the Collegial Council has the right to take legal action on behalf of the association, as such the decision to take legal action belongs to it.

The Collegial Council is vested with the powers necessary for the operation of the association. It can thus act in any circumstance on behalf of the association. The responsibilities within the association of each member of the Collegial Council are described in the internal regulations.

The Collegial Council may delegate its powers to one of its co-presidents who, in the event of legal representation, is mandated under a special power of attorney. The co-presidents of the Collegial Council must enjoy the full exercise of their civic rights. In the event of the unavailability of all the co-presidents, the Collegial Council may delegate its powers of legal representation to one of its members.

The Collegial Council is responsible, by delegation of the General Assembly, for the implementation of the orientations decided by the latter.

The Collegial Council prepares the balance sheets, agendas, proposals for amendments to the statutes or internal regulations that will be presented to the General Assembly or the Extraordinary General Assembly.

It may lease the premises necessary for the needs of the association, buy and sell any securities or values and all movable object or property.

It declares any measures of exclusion or removal of members.

It may open any bank or postal account with credit institutions, contracts any mortgage or other loan, applies for any subsidy, uses the association’s funds.

It defines the job descriptions, recruits, hires and sets the remuneration of the staff necessary for the proper functioning of the association.

ARTICLE 17: Collegial Council Meeting

The Collegial Council meets at least once a year, at the call of at least one co-president, or at the request of a quarter of its members. Collegial Council meetings may be more frequent.

Meetings of the Collegial Council may be held virtually. This possibility may be proposed within the convocation, but will be refused if at least half of the summoned members refuse this solution.

Any member of the association is invited to attend, without the right to vote, the meetings of the Collegial Council if he or she wishes, and in accordance with the procedures provided for in the internal rules and regulations.

The presence, physically, remotely or by representation, of at least half of its members is necessary for the Collegial Council to be able to deliberate validly. Decisions are taken by an absolute majority of the members present or represented; in the event of a tie, the co-presidents have the casting vote.

Votes shall be public, unless at least one-quarter of the members present or represented request a secret ballot.

ARTICLE 18: Bureau

Current decisions can be taken by a bureau composed of members, elected by and within the Collegial Council, with specific tasks:

• at least two and no more than five co-presidents,
• a secretary,
• a treasurer,

the functions of co-president and treasurer cannot be combined. The election of the board takes place annually after the Ordinary General Assembly.

As the association is based on a collegial functioning, the role of the co-presidents is deliberately limited to representative tasks on administrative, legal and banking matters.

Thus, it’s the co-presidents who represent the association in court and in civil acts.

They also have the power to sign on the association’s bank accounts.

They may delegate their powers to another member of the Collegial Council.

Decisions are taken in a collegial manner by the opinion of the members present and the wishes expressed by those absent. The meetings are the subject of a report which is transcribed in the ordinary register of the association.

ARTICLE 19: Remuneration and allowances

The members of the Collegial Council may not receive any remuneration because of the functions entrusted to them. However, the costs incurred in carrying out their mandate are reimbursed to them on the basis of the supporting documents. The financial report presented to the Ordinary General Assembly must mention the reimbursement of mission, travel or representation expenses paid to the members of the Collegial Council.

ARTICLE 20: Contract or Agreement

Any contract or agreement entered into between the association on the one hand, and a company managed by a member of the association, a spouse, or a relative, is submitted for authorization to the Collegial Council and presented for information at the next general assembly.

ARTICLE 21: Internal regulations

Internal regulations are established by the Collegial Council, which then has them approved by the General Assembly.

These regulations are intended to set out the various points not provided for in these statutes, in particular those relating to the internal administration of the association.

After approval by the General Assembly, the internal regulations are binding on all members of the association.

ARTICLE 22: Dissolution

In the event of dissolution pronounced in accordance with the procedures provided for in Articles 12 and 15 of these statutes, one or more liquidators shall be appointed, and the net assets, if any, shall be vested in a non-profit organization (or an association with similar aims) in accordance with the decisions of the Extraordinary General Assembly which decides on the dissolution. Under no circumstances may the net assets be vested in a member of the association, even partially, unless a contribution is taken over.

ARTICLE 23: Applicable law – Language of the statutes

These statutes are governed by French law. Notwithstanding any translations that may be made, signed or not, the authentic language for the interpretation or execution of these statutes is French.

Les Chavannes en Maurienne, August 20, 2024