statutes

Made in twenty originals, Paris, July 3, 2002

SUMMARY

Article 1 – Denomination
Article 2 – Duration
Article 3 – Number
Article 4 – Head office
Article 5 – Object
Article 6 – Means of Action, RESOURCES, PROHIBITIONS
Article 7 – Composition of the Union
Article 8 – Admission
Article 9 – Contributions
ArticLe 10 – Rights and Duties of Members
Article 11 – Administrative Council, MEETINGS, POWERS, RESPONSIBILITIES
Article 12 – Bureau: MEETINGS, POWERS, RESPONSIBILITIES
Article 13 – General Assembly
Article 14 – Powers of the General Assembly
Article 15 – Discipline. Radiation
Article 16 – Disciplinary Committee: Meetings, POWERS
Article 17 – Resignation, Cessation of activity, DEATH
Article 18 – Termination of elective office
Article 19 – Reinstatement
Article 20 – Dissolution. Liquidation
Article 21 – General provisions
Article 22 – Transitional provisions

Article 1 - Denomination

It is formed, in accordance with the provisions of the Labor Code, between the professional experts in works of art and collectibles which have adhered, or will adhere, to the present statutes, a professional union which takes the denomination of:
“EUROPEAN CHAMBER OF ART EXPERTS”.

Article 2 – Duration

The duration of the CEEA is unlimited.

Article 3 - Number

The number of its members is unlimited.

Article 4 – head office

The seat of the CEEA is fixed at 3, rue de la Bourse 75002-PARIS
It may be transferred to any other place by simple decision of the Board of Directors.

Article 5 – Object

The purpose of the CEEA is:

To engage in the study and the defense of the rights as well as the material and moral interests, as well collective as individual, experts in works of art and in particular to study all professional questions, deontological which will be submitted to him and of general way to improve them by all means the working and living conditions of its members.

Article 6 - Means of action, RESOURCES, PROHIBITIONS

A. MEANS OF ACTION

To this end, the EAEC may, in particular:

Implement all action centers to defend the interests of professional experts in works of art and collectibles, particularly before the public authorities, ministerial officers and other auxiliaries of justice, various public or private administrations, and more generally all other natural or legal persons, French, European or foreign.

Promote all regulations pertaining to the profession and ensure the application of the regulations in force.

May join other unions, or equivalent federations, in defense of common interests.

To subscribe to an insurance company, governed by the Insurance Code, an optional professional group third-party liability insurance policy for the benefit of its members.

Establish among its members all institutions or provident funds, pension and mutual aid.

To be financially interested in all social organizations.

Receive any donations, legacies or grants.

Pour all help directly to its members.

Engage in any advertising and promotional activity that it may seem appropriate to undertake in the interests of its members.

Appealing to its members to get their support for all exhibitions and artistic events or involving the profession of expert in works of art and collectibles.

To centralize the collected elements on the sales, exhibitions and expertises of works of art and collectibles as well as on the organization and the regulations or projects of organization and regulation of the profession, and this, both in France only in the countries of the European Union as well as outside the European Union.

Create all means of information and studies, libraries or archives.

Edit all publications, brochures, periodicals and newsletters.

Create professional development courses or participate in their creation, monitor and ensure the completion of studies, whether or not sanctioned by a diploma.

Purchase or create the objects or instruments necessary for the practice of the profession in order to give them, lend or rent to its members.

Create and file, in accordance with the law, any marks, drawings or models necessary for the activities of the Union.

Examine and investigate, in contentious matters, any disputes that may be referred to it by the Courts or brought before it with the consent of the parties and designate any body competent to do so.

To place itself at the disposal of the ministerial officers, public administrations, or any other natural or legal persons, for all questions or opinions that would be asked of him, of technical nature, artistic, professional or ethical and to designate any organ possibly necessary.
And, more generally, use all lawful means to develop the profession and ensure the well-being and prosperity of its members.

B. RESOURCES

The EAEC has resources that consist of:

• Annual fees and entrance fees
• reimbursements by the members of the costs incurred by the EAEC in their interests
• Grants
• Donations or legacies
• Operations or events related to the purpose of the EAEC
• Income from the assets of the EAEC and invested funds.

C. PROHIBITIONS

In its assemblies, the EAEC forbids any political, religious or private discussion.
It is also forbidden for the EAEC to carry out on its own account all industrial, craft or commercial enterprises.

Article 7- Composition of the Union

 The CEEA is composed of:

• Active members who have adhered to the present statutes, and are bound to their execution as well as to the respect of the Internal Regulations.
• Honorary members who have ceased their activity as a professional expert in works of art.
• Corresponding members who can be:
◦ Experts of foreign nationality exercising their activity abroad.
◦ Persons holding valid titles but who practice the expertise of works of art only incidentally to their function, and free of charge, such as the curators of public or private museums, the heads of artistic foundations, investment funds, etc.
◦ Notorious collectors interested in the activities of the EAEC.
• Honorary members chosen from among the personalities of the arts experts, notably the former Presidents or members of Syndicat, Chambre or Compagnie or among the former members of the EAEC who have particularly deserved or who would have rendered outstanding services to the EAEC.

Only active members, “members” in the true sense of the term, can claim the title of “Member of the EUROPEAN CHAMBER OF ART EXPERTS or CEEA”, the other categories of members having to specify their status as “corresponding member” or member of the CEEA.

These various qualities are personal to each member and can not be transmitted by them to third parties, in any way whatsoever.

Article 8 - Admissions

All experts in works of art and collectibles that meet the conditions set out in the Rules of Procedure can be part of the CEEA.

All applications for admission must be made in writing to the chairman of the board of directors.

The Board of Directors has full power to admit, postpone or refuse any application for admission; in any case, he must give reasons for his decision.

The content of the application and the conditions of its instruction are determined by the Rules of Procedure of the CEEA.
The amount of the entrance fee, covering the registration fees of the new member, is set by the Board of Directors. It can not be greater than one year of contributions.

Article 9 - Contributions

• All EAEC members, except honorary members and honorary members, are required to pay an annual membership fee.

• The contribution is payable in advance from January 1st of each year.

• Its amount, set by the ordinary general meeting, by a simple majority of the members present and represented, and assessed for the following year, must cover the operating costs of the CEEA
It is due by the active and corresponding members.

• Any member who is late in paying his membership fee will be deemed to have resigned and removed from the CEEA by decision of the Board of Directors after a request for payment by registered letter with acknowledgment of receipt which has not been received.

• The members of the Board of Directors may be exempted from all or part of the membership fees, members suffering from or experiencing serious temporary difficulties, provided that they are informed as soon as possible by the CEEA and justify this.

• Any money paid by its members remains with the CEEA.

ARTICLE 10 - Rights and Duties of Adherents

A.   RIGHTS

  • To attend the assemblies of the EAEC and take part in the vote
  • To benefit from the advice and assistance of the EAEC for any professional question.
  • To benefit from all the provisions of the Statutes and the Internal Rules established in its favor.

 

B.   DUTIES

  • To respect its Statutes and its Internal Regulations.
  • To participate in all his work by attending these assemblies and various events.
  • To support in all circumstances the positions and actions defended by the CEEA
  • To inform the CEEA of any information that would be useful to it.
  • To respect the obligation of reserve if he is a member of the Disciplinary Committee, the Council, the Bureau of the EAEC or any other body within the CEEA.

Article 11 - Board of Directors: MEETINGS, POWERS, RESPONSIBILITIES

A. BOARD OF DIRECTORS

The CEEA is administered by a Board of Directors composed of twelve members.

The members of the Council are elected for five years.

After the five-year period, they will be elected by secret ballot, in the first round by an absolute majority of the votes of the present or represented members, and possibly in the second round by a simple majority.

The outgoing members will be eligible for re-election indefinitely.

The members of the Council will be elected among the active members of the CEEA justifying at least two full years of membership and meeting the conditions set out in Article L. 411-4 of the Labor Code: they must enjoy their civil rights and have not incurred any of the convictions opposing registration on the electoral lists.

Applications must be submitted to CEEA headquarters no later than ten days before the date of the meeting.
Their duties will be free and only the reimbursement of expenses and disbursements for members of the Bureau du Conseil will be authorized, upon justification.

B. MEETINGS

The Council meets as often as the interests of the CEEA require and at least every three months, with the exception of the months of July, August and September, when convened by the President, or in the absence of the Vice-President or of the Secretary General, sent by mail fifteen days in advance, except in cases of urgency where this period may be reduced, and mentioning the agenda of the questions to be discussed.

Meetings are chaired by the President or by the Vice-President or the Secretary General.

To deliberate validly, the Council must gather at least half of its members, an attendance sheet signed by the assistants who are authentic. Otherwise, another Council will be convened fortnight.

The deliberations are taken by a majority of the members present; in case of a tie, the President has the casting vote.

Proxy votes or correspondence are prohibited.

The deliberations are recorded in minutes signed by the President, or in the absence of the Vice-President and the Secretary General, or in the absence of the Deputy Secretary General and another Bureau member.

C. POWERS, RESPONSIBILITIES

The Council administers the CEEA and the affairs of the CEEA .

It takes all decisions and measures relating to the CEEA and its heritage.

He delegates all or part of his powers to the Bureau, grants him or refuses all authorizations.

It establishes, as the case may be, the Internal Regulations, modifies it and prepares the resolutions to be submitted to the general meeting.

It executes all the operations and acts decided by the general meeting and has the general power of decision and execution to accomplish all that is not expressly within the competence of the general meeting.

Article 12 - Bureau: MEETINGS, POWERS, Powers

A. OFFICE

The Bureau consists of:
• a president
• a Vice-President
• a Secretary General
• a Deputy Secretary General
• a Treasurer

All Bureau members are eligible for re-election indefinitely.

B. MEETINGS

The Bureau may appoint one or more paid employees or agents to ensure tenure and to carry out the administrative and accounting tasks under the control of the members of the Bureau and the management of the President.

The Bureau is responsible for its actions before the Board of Directors.

The members of the Bureau do not assume any personal or solidarity obligations with third parties or members. They only answer for the execution of their mandate in the legal terms.

The Bureau meets as often as the interests of the CEEA require, with the exception of the months of July, August and September, when convened by the President or another member of the Bureau, sent by mail eight days in advance. ‘advance and mentioning the agenda of the issues to be discussed.

To deliberate validly, the Bureau must bring together at least half of its members.

The Bureau, in the interest of the CEEA , may appoint one or more members chosen from among the members of the Council or the CEEA because of their particular expertise in the matters on the agenda. These members will take part in the deliberations but will not take part in the possible votes.

In case a vote is necessary, the President has the casting vote.


C. RESPONSIBILITIES OF THE BUREAU AND ITS MEMBERS

The Board manages and administers on behalf of the Board, decides on the use of available funds, prepares the budget, orders expenditures and recoveries, accepts donations, legacies, grants, appoints and revokes employees, makes acquisitions and dispositions voted by the General Assembly, proposes new admissions to the Council and presents each year a report to the General Assembly on the general situation of the CEEA and its financial operations.

1) The President represents the CEEA in all its actions towards third parties, administrations and legal proceedings.

He has the faculty to agree, under his responsibility, any substitutions or special delegations.
He orders expenses or recoveries.
He executes the decisions of the Council.
He convenes and directs the meetings of the Assemblies, the Disciplinary Committee, the Board of Directors and the Bureau, and draws up the moral report at each Ordinary General Assembly.
It issues all copies or extracts of the minutes of deliberations.

2) The Vice-President automatically replaces, in all his functions, the President in case of impediment for any reason whatsoever.

3) The Secretary General prepares the minutes of the meetings and transcribes them on the registers of which he is depositary. He signs these minutes with the President.
He is custodian of the archives and preserves them. He signs the correspondence by delegation of the President.

4) The Deputy Secretary General automatically replaces, in all his functions, the Secretary General in case of impediment for any reason whatsoever.

5) The Treasurer is depositary and responsible for the funds of the CEEA . It proceeds with the collection of contributions, settles the expenses ordered by the President and draws up the draft budget. It makes open and operate all deposit accounts of securities or cash, under the control of the President. It reports to each general meeting on the financial situation of the CEEA .

rticle 13 - General Assembly

The General Assembly is composed of all the members of the CEEA.

To deliberate validly, the assembly must gather at least half of its active members registered with theCEEA. Otherwise, another meeting will be called fortnight.

It meets in ordinary session once a year, during the second quarter, on a day fixed by the Bureau and convened by the President.

It meets in extraordinary session whenever the interests of the CEEAso require, either at the request of the Board of Directors, or at the request of a quarter of the active members.

The convocations to these assemblies are sent to all the members by simple mail at least fifteen days in advance and mentioning the agenda of the questions to be debated.

The Bureau shall submit to the meeting any motion for resolution signed by at least 40 active members in writing to the President at least ten days before the date of the meeting.

Admission to meetings results from the presentation of the membership card or any other voucher.

Only the active members take part in the votes.

Representation by written mandate is authorized when it is entrusted to another active member of the CEEA under the conditions set out in the Internal Regulations.

The President and the Secretary General are ex officio President and Secretary of the Assemblies. They can add assessors.

Article 14 - Powers of the General Assembly

As the sovereign body of the EAEC, the General Assembly, validly constituted and convened, takes decisions opposable to all members, including corresponding members and honorary members, absent or opponents.

It appoints and dismisses the members of the Board of Directors and the Disciplinary Committee, decides on the annual reports of the Council, guides the action of the EAEC, disposes of its patrimony and gives general directives to the Council.

The decisions of the meeting are taken by an absolute majority of the active members present or represented.

Votes are held either by show of hands or by secret ballot.

A report of the deliberations will be drawn up by the secretary of the assembly and signed by the President, the Secretary General and possibly the assessors.

The extraordinary general meeting may amend the Articles of Association or declare the dissolution of the EAEC and the allocation of its assets, on the duly motivated proposal of the Board of Directors. The amendment requires an absolute majority vote of active members.

Anything that does not fall within the competence of the meeting falls within the powers of the Board of Directors, but the Board may always submit to the meeting any decision it deems appropriate.

Article 15 - Discipline - Radiation

In the event of serious breaches of the statutory or regulatory provisions governing the CEEA, disciplinary sanctions may be taken against infringing members.

The same shall apply in the event of a member’s moral or material injury being caused by the actions of the CEEA.

In the event of refusal to pay his subscription and possibly his share of reimbursement of expenses, the defaulting member shall, like a late-comer, be considered as resigning and removed from the CEEA by decision of the Board of Directors.

This decision will have the same consequences for him as a voluntary resignation.

Article 16 - Disciplinary Committee: MEETINGS AND POWERS

A. DISCIPLINE COMMISSION

Disciplinary sanctions are pronounced by the Disciplinary Committee.

The commission, presided over ex officio by the current President of the CEEA, is composed of three members elected for five years.

After the five-year period, they will be elected by secret ballot in the first round by an absolute majority of the votes of the present or represented members and possibly in the second round by a simple majority.

Outgoing members will be eligible for re-election indefinitely.

The members of the commission will be elected from among the active members of the CEEA with at least four full years of membership and meeting the conditions of Article L. 411-4 of the Labor Code.

Applications must be submitted no later than ten days before the date of the meeting, at the seat of the CEEA.
They can not be members of the Board of Directors.

Their functions will be free and only the reimbursement of their expenses and disbursements will be authorized, upon justification.

B. MEETINGS AND POWERS OF THE DISCIPLINE COMMITTEE

The commission meets only when the President convenes by mail fifteen days in advance and mentions the issues to be discussed on the agenda.

This notice must result from a vote to that effect by the Board of Directors.

The member of the CEEA in question must have been summoned, by registered letter with acknowledgment of receipt, within the same time, his summons inviting him to present his defense at the meeting.

The Disciplinary Committee can deliberate validly only if two-thirds of its members are present, an attendance sheet signed by the assistants being authentic. Otherwise, another commission will be convened at fortnight.

The commission must hear the defense of the member of the CEEA involved, whether he is present or represented by his counsel. The defect does not preclude the procedure.

Decisions are taken by a majority of the members present, by secret ballot and without the presence of the person implicated or his counsel, the voice of the President being preponderant

They are transcribed on a special report signed by the President and the present members of the commission.
These decisions are communicated on the spot to the person concerned.

Disciplinary sanctions that the board may take are:

• The warning, the reasons of which will not be made public.
• Blame, the reasons for which are made public within the CEEA.
• Temporary exclusion, limited to a maximum of six months and
• the final exclusion, both of which will be advertised, in particular with regard to third parties, and which do not exempt the interested party from fulfilling its potential financial obligations towards the CEEA.

All these penalties may be accompanied by a fine, the amount of which may not exceed two years of contributions

They do not preclude any action for compensation for the damage caused by the CEEA.

They may be appealed to the Court of First Instance of the place of the seat of the CEEA.

Article 18 - Termination of elective office

1) Any member may resign at any time. He must inform the Board of Directors of his decision in writing.

This resignation can not exonerate him from the consequences of an act contrary to the By-Laws and by-laws previously committed, nor from the settlement of contributions overdue for more than six months, and only for this part, and for active members reimbursement of expenses. if they remained due.

He will, however, retain the right to be a member of the fraternal benefit and retirement pension societies to which he may have contributed through the EAEC during his period of accession.

2) The obligations and rights are identical for active members who cease their professional activities, for whatever reason, and who will automatically lose this quality but may, under the conditions specified in the Internal Regulations, become corresponding members.

3) Death entails the loss of membership of the CEEA. With regard to contributions and possibly reimbursements of expenses, only the settlement of the expenses due and not yet settled may be claimed from his estate.

The latter will retain the benefit of the various insurance or pension guarantees that this member would have possibly helped to establish through the EAEC during its membership period.

Article 17 - Resignation - Cessation of activity - Death

The termination of the duties of the elected representatives of the CEEA, for whatever reason, can not hinder its operation.

Exceptional elections will be held as soon as possible by the extraordinary general meeting only if the number of members of the Board of Directors is less than six and that of the Disciplinary Commission less than two. .

The members of the Bureau will immediately be replaced by a vote of the Board of Directors meeting fortnight.

All these elected will finish the mandate, until their normal term, of their predecessors.

Article 19 - Reinstatement

If necessary, a former member who has been deregistered or resigned may be reinstated by the Board of Directors, on the proposal of the Board, under the conditions specified in the Internal Regulations.

In this case, he will have to pay, in addition to his normal obligations in terms of contributions, and even reimbursements of expenses, a lump sum, fixed by the Board of Directors, which can not be less than one year contribution without being able to exceed two years.

Article 22 - Transitional provisions

The present statutes being of immediate application.

Article 21 - General provisions

The Board of Directors is vested with the broadest powers to decide the cases not provided for in these statutes or the Internal Regulations.

Decisions taken under these conditions will have statutory force in so far as they do not alter the very essence of the Union and, of course, are not contrary to the legal provisions in force.

Article 20 - Dissolution - Liquidation

The CEEAmay be dissolved, on the reasoned proposal of the Board of Directors, by the general meeting convened on an extraordinary basis.

This decision must be taken by a two-thirds majority of the members of the CEEA.

In the event of voluntary or forced dissolution, the general meeting will determine, after settlement of the liabilities, the use or the distribution of the net assets and the property of the CEEA.

Under no circumstances may these sums or assets be distributed among the members but they must be attributed to the fund of a charitable or artistic work.

The office in office will be responsible for the liquidation in accordance with the statutes and decisions of the assembly, with the most extensive powers to clear the liabilities, realize the assets and assign the assets.

Made in twenty originals, Paris, July 3, 2002