Statutes - LPO (League for Bird Protection) - Act for biodiversity

I.Association's goals

ARTICLE 1 - Name, object, duration, head office

The association whose declaration was published in the Official Journal of March 8, 1966 has the name "LPO".The LPO was recognized as a public utility by decree of July 3, 1986, published in the Official Journal of July 9, 1986.

Article 1.2 - corporate object

The purpose of the LPO is on the national territory and occasionally internationally, to act or promote actions in favor of nature and biodiversity.

Article 1.3 - Domains of intervention

To carry out its actions in favor of nature and biodiversity, the areas of intervention of the LPO are:

The association contributes to the observation, understanding and monitoring of the evolution of nature and biodiversity by offering all actions that would be favorable to them.

Article 1.4 - Duration of the association

The duration of the association is unlimited.

Article 1.5 - Headquarters

The registered office of the LPO is set in Rochefort in the department of Charente-Maritime or in any other place in the department.The change of registered office within the department is a decision of the board of directors, ratified by the general meeting and declared to the prefect as well as to the Minister of the Interior.

Tout changement de siège hors du département requiert l’application des articles <17> et <20> des présents statuts.

Article 1.6 - Territorial presence, international representation

The LPO is an association present throughout the national territory in several ways:

- In some regions, the LPO has regional LPO delegations, not endowed with legal personality;

- In other regions, the LPO is not established but can accept associations which, undertake, via an agreement, to represent the LPO in a region or a department.

The LPO is the representative of Birdlife International for France.

Article 2 - Means of action

In the areas of intervention cited in article 1.3) these statutes, the means of action of the association are in particular:

In terms of knowledge:

In terms of conservation:

In terms of education and communication:

In matters of plea:

In a general way :

II.Composition of the association

Article 3 - Members, acquisition of member quality

The association consists of:

- Individuals

1.special members

2.benefactor members

3.Grand Benefactors

4.honorary members

5.Moral people

To be a member, you must share the values of the association, complete and sign a membership form and be approved by the Board of Directors.The Board of Directors reserves the right to accept or not to accept the member, on the proposal of the president;His decisions are not motivated and are not likely to appeal.

1. Sontspecial members les adhérents qui soutiennent l’objet de l’association et s’acquittent d’une cotisation.

Among the individual members, it is necessary to distinguish the members on an individual basis from those as a family capacity.Are members as a family, the people belonging, during their membership, to the tax household of the member representing the said household on the date of his membership.They are subject to the same obligations as individual members (approval, contribution).

2. Sontbenefactor members les personnes physiques qui ont pris l'engagement d'effectuer un versement dont les modalités et montants sont fixés par le conseil d'administration.This title awarded by the Board of Directors gives people who obtained it the right to be part of the General Assembly (without being required to pay a subscription).

3. Sont membres grands bienfaiteurs les personnes auxquelles le conseil d'administration a conféré cette qualité en raison de leur contribution morale, intellectuelle ou financière exceptionnelle au service des buts poursuivis par l'association et qui ont pris l'engagement d'effectuer un versement supérieur à celui versé par lesbenefactor members, dont le montant et les modalités sont fixés par l'assemblée générale.This title awarded by the Board of Directors gives people who obtained it the right to be part of the General Assembly (without being required to pay a subscription).

4. Sonthonorary members les personnes physiques auxquelles le conseil d'administration a conféré cette qualité en raison de leur contribution morale, intellectuelle et financière au service des buts poursuivis par l'association.This title gives people who obtained it the right to be part of the general meeting without being required to pay a subscription.

SontMoral people les personnes morales qui participent régulièrement aux travaux de l'association et s'engagent à œuvrer pour la réalisation de son objet. Lesspecial members et lesMoral people acquittent une cotisation annuelle dont le montant ou l’exonération ainsi que la date d'échéance sont fixés chaque année, pour chaque catégorie de membre, par l’assemblée générale.All members up to date with their subscription on the date of convocation attend the general assembly with deliberative voice. Lesbenefactor members, les membres grands bienfaiteurs et les membres d’honneur, dispensés de cotisation, assistent également à l’assemblée générale avec voix délibérative.

Article 4 - Loss of member quality

The quality of member of the association is lost:

1/ For a natural person:

a) by resignation, presented in writing;

b) by radiation, pronounced for just reason by the board of directors, except suspensive appeal of the interested party before the general meeting which then rules as a last resort;

The natural person concerned is able to present their defense prior to any decision, according to the methods set by the internal regulations;

c) by the non-payment of the subscription due for the current year noted by the Board of Directors.The natural person concerned can contest this measure before the board of directors;In this case, she is invited to present her explanations, according to the terms provided above;

d) In the event of death.

2/ For a legal person:

a) by the withdrawal decided by it in accordance with its statutes;

b) by dissolution;

c) by the cancellation pronounced for just reason by the Board of Directors, unless the representative of the legal person before the General Assembly, which then rules as a last resort.The representative of the interested legal person is able to present his defense before any decision, according to the terms set by the internal regulations;

d) by the non-payment of the subscription due for the current year, noted by the Board of Directors;The representative of the legal person concerned can contest this measure before the board of directors;In this case, he is invited to present his explanations according to the terms provided above.

III - Administration and operation

Article 5 - General Assembly

L'assemblée générale de l'association comprend tous les membres à jour de leurs cotisations ainsi que les bienfaiteurs, grands bienfaiteurs ethonorary members à la date de convocation et remplissant les conditions prévues par les présents statuts et le règlement intérieur.

Employees who are not members of the association do not have access to the General Assembly, except to have been invited by the President.They then attend without deliberative voice.

The director general of the association automatically attended general meetings.

The General Assembly meets physically at least once a year and whenever it is summoned by the Board of Directors or at the request of the quarter at least of the members of the association.

On the initiative of the president and unless opposition of a quarter of the members of the board of directors in office or a tenth of the members of the association, it can meet by dematerialized way under conditions, defined by the rules of procedure, allowing the identification and effective participation of the members and the continuous and simultaneous retransmission of the deliberations.

It deliberates on the questions placed on the agenda by the board of directors and on those whose registration is requested, according to the methods defined by the internal regulations, by at least one tenth of the members of the association.

The agenda, established by the Board of Directors, and the documents necessary for the deliberations, of which, if necessary, the report of the auditor, are made available to the members by the board of directors within the deadlinesand the conditions defined by the internal regulations.

The general meeting chooses its office which can be that of the board of directors.

Remote voting can be provided, under conditions defined by the internal regulations, capable of guaranteeing the sincerity of the ballot and, if necessary, the secrecy of the vote.

Proximity vote is admitted, any member who can be represented at the General Assembly by another member.Each member present cannot hold more than ten powers in addition to its own.

Unless these statutes expressly have it otherwise, the deliberations of the General Assembly are taken by the majority of the votes cast.Abstentions are not counted as votes cast, as well as white or void votes in the event of secret ballot.

In the event of an equal sharing of votes, that of the president of the association is preponderant.

He is held minutes of the sessions.The minutes are signed by the president and the secretary of the office chosen by the general assembly.They are established without white or erasures, on numbered sheets and kept at the association's headquarters.

The annual report and accounts are made each year available to members of the association.They are addressed to each member of the association who requests it.

Article 6 - Skills of the General Assembly

The General Assembly hears the reports on the management of the board of directors, on the financial and legal situation of the association.

It approves the accounts for the year ended, affects the result of the financial year, votes the forecast budget for the following financial year prepared by the board of directors and sets the amount of contributions.

She elects members of the board of directors.

It defines the strategic orientations of the association.

If necessary, it designates one or more auditors and their deputy chosen from the list mentioned in article L.822-1 of the Commercial Code.

Article 7 - Composition of the Board of Directors

The association is administered by a board of directors elected by the General Assembly.

The number of members of the board of directors between 18 and 24 members is set by deliberation of the General Assembly.

The members of the board of directors are elected by secret ballot by the ordinary general meeting, for a period of 3 years, among the personal members of the association, according to the methods set by the internal regulations at the rate of:

College 1 °/ from 8 to 11 administrators elected by all the members of the association chosen from the personal members of the LPO France;

College 2 °/ from 10 to 13 administrators elected by all the members of the association, chosen from candidates appointed within each territory, under the conditions provided for by the internal regulations and representative:

a) LPO regional delegations;

b) LPO approved associations in regions;

The renewal of the board of directors takes place by third parties every year, by fraction which cannot be more than 8 or less than 6.

Retiring members may be reappointed.

The employees of the association are not eligible for the board of directors.

In the event of a vacancy, the board of directors may provisionally provide for the replacement of its members.They are made to their final replacement by the next general meeting.The mandate of the elected member thus ended at the time when that of the replaced member had to be expired.

The members of the Board of Directors can be revoked by the Board of Directors for just reason or for repeated absences, by the majority of two thirds of the administrators in office, unless there is a suspensive appeal of the interested parties before the General Assembly which decides in the last spring.

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The administrator whose revocation is requested is called upon to present his defense before any decision.

Article 8 - Skills of the Board of Directors

The Board of Directors is invested with the most extensive powers to manage, lead and administer the association, and in particular:

a) It implements the strategic guidelines decided by the General Assembly.He manages and administers the association in accordance with these orientations and the budgetary decisions passed;

b) he rules on the admission and radiation of the members;

c) he decides to accept or withdraw approval from associations which undertake conventionally to represent the LPO in a region or a department;

d) In addition to the skills he holds from articles 3 and 4 of these statutes, he stops the deliberation projects submitted to the General Assembly;

e) He can take a lease and acquire any building necessary for the object of the association, confer all leases and mortgages on the association's buildings, proceed to the sale or exchange of said buildings, make all borrowedone year and grant all guarantees;

f) it stops the main lines of actions of advocacy, communication and public relations;

g) it follows representations in third -party organizations;

h) He prepares and stops the association's annual forecast forecast budgets of the Association to submit to the approval of the General Assembly;

i) He stops the accounts of the year ended, the submitting to the approval of the General Assembly and proposes the allocation of the result;

j) it sets the date and agenda of general meetings;

k) he elects and revokes the members of the office;

l) If necessary, he proposed to the General Assembly the appointment of one or more statutory auditors chosen on the list mentioned in article L.822-1 of the commercial code and which exercise the missions provided for in articles L.823-9, L.612-3 and L.612-5 of the same code;

m) He prepares the internal regulation of the association which must be adopted by the General Assembly;

n) it sets the conditions for recruiting and remuneration for the association's employees;

o) It may constitute commissions or committees according to the terms provided for in the internal regulations;

p) He accepts donations and legacies under the conditions provided for in article 910 of the Civil Code.

The board of directors can delegate part of its powers, to the office, to the president, to an administrator or to the director general.Powder sub -delegations are allowed.Delegations of powers and sub -delegations are granted under conditions defined by the internal regulations.

It approves the deliberations of the board of directors relating to the acquisitions, exchanges and alienations of buildings, constitutions of mortgages on said buildings, leases exceeding nine years, borrowed from more than a year and guarantees of loans.

It also approves the deliberations of the board of directors relating to other acts of provision having a significant impact on the operation of the association.The internal regulations set the thresholds beyond which these acts require its approval.

The deliberations of the General Assembly relating to the constitution of mortgages, to loans over a year and to their guarantees are only valid after approval of the State representative in the department of the association of the association.

Article 9 - Operation of the Board of Directors

The board of directors meets at least three times a year and each time it is summoned by its president or at the request of the quarter of the administrators or the quarter of the members of the association.

The participation of the third party at least of the members of the board of directors is necessary for the validity of its deliberations.For the calculation of the quorum, the powers do not count.

Proxy vote is authorized, each administrator who cannot have more power on the part of another administrator.

The board of directors can, in addition to these three meetings, deliberate by exchanges of writings transmitted electronically under the conditions defined by articles 2 to 7 of decree n ° 2014-1627 of December 26, 2014.Proxy vote is then not authorized

Unless these statutes expressly have otherwise, the deliberations of the board of directors are acquired by the majority of the votes cast.Abstentions are not counted as votes cast, nor the white or void votes in the event of a secret ballot.

In the event of an equal sharing of voices, that of the president is preponderant.

A report of the sessions is held.The minutes are signed by the president of the meeting and the session secretary or, in the event of an impediment, by another member of the office.

They are established without white or erasures, on the numbers numbered and kept at the association's headquarters.

Anyone whose opinion is useful can be called upon by the president to assist, in an advisory voice, the sessions of the board of directors.However, as soon as an administrator requests it, the council deliberates behind closed doors.

Article 10 - Free mandates, confidentiality and conflicts of interest

The members of the board of directors may not receive any compensation for the functions entrusted to them.

Reimbursements of costs, within the framework of missions requested by the association, are the only possible on supporting documents under the conditions fixed by the board of directors and in the procedures defined by the regulations.

The members of the Board of Directors, as well as anyone called upon to attend their meetings, are held at discretion with regard to information presenting a confidential nature and those given as such as its president.This obligation also applies to members of the committees established within the association.

The association takes care to prevent and manage any situation of real, potential or apparent conflict, which may exist between its interests and the personal or professional interests of one of its administrators, of one of the members of the committees instituted within it, employees or anyone acting on behalf of the association.

When an administrator is aware of a conflict of interest, real, potential or apparent, in which he could be involved, he informs the board of directors without delay and refrains from participating in the debates and voting on thedeliberation concerned.It is the same for any applicant to his appointment within the board of directors, which informs the general assembly.

When a committee member is aware of a conflict of interest, real, potential or apparent, in which he could be involved, he informs the committee without delay and refrains from participating in the debates and voting on thecase concerned.It is the same for any applicant to his appointment within a committee, which informs the body called to appoint the members.

Article 11 - Office

Within the limits of a third of its workforce, the board of directors elects among its members, by secret ballot, an office of the association comprising at least 4 members and 8 maximum members including a president, a treasurer, a secretary general and athree vice-presidents.

The secretary general and the treasurer can be assisted by an assistant each.

The office is elected to each partial renewal of the board of directors.In the event of death, resignation, final impediment or revocation of a member of the office, he is provided for his replacement at the next meeting of the Board of Directors.The functions of this new member end on the date on which the mandate of the one he replaces normally have expired.

The office instructs all the cases submitted to the board of directors and follows the execution of deliberations.

The members of the office can be dismissed, collectively or individually, for just reason by the board of directors, in compliance with the rights of the defense.They do not lose this alone the quality of administrator.

The office can meet by means of videoconference or telecommunications allowing the identification of its members and their effective participation in a college deliberation, under conditions specified by the internal regulations.

Anyone whose opinion is useful can be called upon by the president to assist, in an advisory voice, at the office meetings.

Article 12 - Powers of Bureau members

Article 12.1 - The president

The Chairman is appointed by the Board of Directors among the administrators from the College 1 category referred to in article 7.

The president represents the association in all acts of civil life and has all powers to engage it.

He decides on expenses in accordance with the guidelines deliberate by the General Assembly and within the limit of the budget voted.He may receive delegation from the treasurer to spend an amount below a threshold determined by the board of directors.

The president may give delegation under the conditions defined in the internal regulations.

The president has quality to represent the association in court, both in demand and in defense.It can only be represented by an agent acting under special proxy.

The President can bring all legal actions for the defense of the association's interests, initiate all procedures, consent all transactions and train all recourse.

The president, like all representatives of the association, must enjoy the full exercise of his civil rights.

The president appoints the director of the association, fixes his remuneration, and puts an end to his functions, after opinion of the board of directors.

The director has the powers necessary for the exercise of his mission by delegation from the president.In this context, he directs the services of the association and ensures its operation, in particular the recruitment, dismissal and discipline of employees.He assists automatically, in an advisory capacity, at the meetings of the Board of Directors and the Bureau, unless deliberation relating to his personal situation.

The president may consent to the director a delegation to represent the association in disputes which relate to current management under conditions defined by the rules.

Article 12.2 - The treasurer

The treasurer is appointed by the board of directors among the administrators from college 1 referred to in article 7.

The treasurer collects revenue and pays expenses.He may give delegation under the conditions defined by the internal regulations.

Article 12.3 - The Secretary General

The secretary general is responsible for helping the president in his task, preparing and organizing debates during the statutory bodies meetings.

He may give delegation under the conditions defined by the internal regulations.

Article 12.4-The vice-president (s)

One to three vice-presidents can assist the president, in particular for the representation of the association.

In the event of a deficiency of the president, the board of directors proceeds to its provisional replacement, among the one of the three vice-presidents, pending the next general assembly.

Article 13 - Regional delegations

The association can have regional delegations in certain administrative regions.

Each regional delegation is an internal section of the association, not endowed with legal personality, created or abolished by the General Assembly on the proposal of the Board of Directors.

Each regional delegation is set up for an administrative region.

Their creation or abolition is declared to the representative of the State in the department of the headquarters of the association within three months.

The regional delegation brings together all the members of the association belonging to the same administrative region.

Each regional delegation designates according to the methods set by its own operating charter, a regional representative candidate who will sit in college 2 referred to in article 7.

The methods of creating and operating regional delegations are specified in the internal regulations.

IV - Annual resources

Article 14 - Resources

The annual resources of the association are made up:

Article 15 - Assets eligible for fund investments

Assets eligible for the investments of the association's funds are those listed in article R.332-2 of the insurance code.

Article 16 - Accounting

He is held an accounting showing annually a income statement, a balance sheet and an annex.

Each institution of the association must keep a separate accounting, which forms a special chapter of the overall accounting of the association.

The accounting exercise begins on January 1 and closing on December 31.

V - Modification of the statutes and dissolution

Article 17- Modification of the statutes

The statutes can only be modified by the General Assembly on the proposal of the board of directors or on the proposal of the tenth of the members of the association.

In both cases, the proposals for modifications are registered on the agenda of the next general meeting, which must be sent to all members of the assembly at least fifteen days in advance.

To this assembly, at least a quarter of the members in office must be physically present.

If this proportion is not reached, the assembly is again physically united, at least fifteen days of interval.It can then validly deliberate, regardless of the number of members present.

In all cases, the statutes can only be modified by the majority of two thirds of the votes cast.

The renunciation of the recognition of the public utility of the association is decided under the conditions provided for in this article.

Article 18 - Dissolution

The association can only be dissolved by the General Assembly.The methods of proposing the dissolution and convening of the Assembly are those provided for in the previous article.

At this assembly, more than half of the members in office must be physically present.

If this proportion is not reached, the assembly is reunited again at least fifteen days.It can then validly deliberate, regardless of the number of members present.

In all cases, dissolution can only be voted by two thirds of the votes cast.

Article 19 - Liquidation and devolution of goods

In the event of dissolution, the General Assembly designates, according to the voting methods provided for in article 5, one or more commissioners that it charges to carry out the liquidation of the property of the association and to which it confers all the necessary powersTo carry out this mission.

Depending on the same methods, it attributes net assets to one or more establishments pursuing an similar, public or recognized public purpose, or benefiting from the ability to receive liberalities under article 6 of the law of 1July 1901 modified, or to a local authority in the skills of which between the object of the association.

Article 20 - Administrative approvals

The deliberations of the general meeting relating to the modification of the articles of association, the dissolution of the association and the devolution of the assets are sent without delay to the Minister of the Interior.

The deliberations of the General Assembly relating to the modification of the articles of association are only valid after approval given by decree in the Council of State or by decree of the Minister of the Interior taken after compliant advice from the Council of State.

The deliberations of the general meeting relating to the dissolution of the association and the devolution of the assets are only valid after approval given by decree in the Council of State.

VI - Surveillance and internal regulations

Article 21

The president or his agent must make known within three months, to the representative of the State in the department where the association has its registered office, all changes in the administration of the association, in accordance with the article5 of the law of July 1, 1901 modified.

The association grants any request from the Minister of the Interior or the Minister responsible for the Environment, to visit its various services and to access the documents allowing it to realize their operation.

The annual report, the list of administrators and the accounts, including those of secondary schools or local committee if there are any, are sent each year to the prefect of the department where the association has its registered office, to the Minister of the Interiorand on his request, the Minister responsible for the environment.

Article 22 - Internal regulations

The association establishes internal regulations, prepared by the board of directors and adopted by the general meeting which specifies the methods of application of these statutes.It is drawn up within six months after the statutes approval.He cannot come into force or be modified only after approval of the Minister of the Interior.

Article 23 - Transitional provisions

The full renewal of the board of directors will be carried out during the first general meeting which will follow the entry into force of these statutes of the as all the administrators in post have resigned collectively or individually.

Following the election, a draw will determine the order of renewal of the mandates.

The Board of Directors will eliminate its office during a special meeting which will be held on the day of the General Assembly having renewed all the administrators, on convocation of the president.

Statutes adopted by the extraordinary general meeting on September 5, 2020