These are the statutes of BeVolunteer approved by the General Assembly on November 22nd, 2017 held in Lille.
English and French version of the current statutes
Article 1: Name and Jurisdiction
The name of the association is BeVolunteer. It is governed by the French law of July 1, 1901, the decree of August 16, 1901, and subsequent French and European law and jurisprudence.
BeVolunteer is international in membership and action.
Article 2: Objectives
The objectives of BeVolunteer are:
- to promote the ideas of hospitality and cultural exchange;
- to develop, maintain and promote the practice of hospitality and cultural exchange by various means, including projects such as BeWelcome.
Article 3: Protection of Assets
Certain assets of BeVolunteer and its projects such as BeWelcome are inalienable, that is to say
they cannot be sold or transferred in any way to another party, except as defined in Article 13
[Dissolution]. These same assets cannot be shared with any outside party, except in the case of
specific limited data having a direct bearing on safety or security, according to procedures
specified in the Rules.
These inalienable assets are:
- Existing and future domain names, trading names, patents and other similar intellectual
property; - Member databases, profiles, and any associated lists of persons;
- Any hardware owned by the association, while it hosts or contains data;
- Other assets designated by the General Assembly (GA).
The Board of Directors (BoD) will make every effort to maintain permanent ownership of the
inalienable assets.
Modification of the present Article 3 [Protection of Assets] is subject to the special provisions
defined in Article 12 [Modification of the Statutes]. Special provisions concerning inalienable
assets are also contained in Article 13 [Dissolution].
Where software used is open-source, it is not property that may be owned or transferred for
profit, and therefore is not considered inalienable.
Assets not identified in the present Article or designated by the GA as inalienable may be sold or transferred.
Article 4: Duration
The duration of BeVolunteer is unlimited.
Article 5: Registered Legal Address
The legal address of BeVolunteer is designated in the document of declaration. It may be
transferred by decision of the Board of Directors.
Article 6: Members
Article 6.1: Conditions for Membership
Any physical person contributing to the objectives of BeVolunteer or one of its projects, such as
BeWelcome, may apply to become a member of BeVolunteer. Application for membership, by a
process defined in the Rules, is made to the Board of Directors, who can approve or reject
membership as specified in the Rules. The applicant concerned has right of appeal to a subsequent General Assembly, which may grant them membership. Requirements for becoming a member cannot include discriminatory criteria such as gender, origin, family situation, physical appearance, name, disability, genetic characteristics, customs, sexual orientation, ethnicity, nationality, or religion.
Article 6.2: Categories of Members
There are three categories of members: Full Members, New Members, and Honorary Members.
Full Members are physical persons who have full rights to vote in the General Assembly and to
be elected to the Board of Directors, and other rights defined in the Rules.
New Members are members with less than 12 months of membership. They do not yet have full member rights. During the first three months of membership New Members cannot vote at a General Assembly or be elected to the Board of Directors. During the first twelve months of
membership New Members cannot vote in the General Assembly on articles 12 [Modification of
the Statutes] or 13 [Dissolution] of the present Statutes.
Honorary Members may be appointed by the Board of Directors or the General Assembly to
recognise their contributions to BeVolunteer or its objectives. They are typically previous or
existing Full Members who have made significant contributions to BeVolunteer or one of its
projects, and who wish to withdraw from activity while retaining a connection with BeVolunteer.
They may also be people who support BeVolunteer’s aims or activities. Honorary Membership
does not confer voting rights or any other rights or privileges.
Article 6.3: Maintaining Membership
To maintain Full Membership, continuing contribution to the objectives of BeVolunteer must be
made, consisting at least of participating in GA voting or some minimal level of volunteering.
Once a year, before the annual Ordinary General Assembly, Full Members are asked, upon or
before registering for the GA, if they wish to:
- maintain Full Membership with the right to participate in GA votes;
- suspend their membership;
- resign.
If no reply is received from the member, and the member does not register for the GA,
membership is suspended.
Article 6.4: Suspension of Membership
Members on suspension, whether voluntary or imposed, have no voting rights in BeVolunteer,
are not counted when calculating any quorum, and cannot be elected to the BoD.
Membership can be suspended as follows:
- voluntarily by the member;
- by the BoD or GA, if the conditions in Article 6.3 are not met;
- by the BoD through failure to renew Full Membership.
At any time, members may voluntarily suspend their membership by simple notification to the
Board of Directors in writing, including by electronic means. The suspension takes effect
immediately. The member may lift an automatic or voluntary suspension by simple notification
or must renew it after 12 months. If the suspension is neither lifted nor renewed by the member after 12 months, membership may be lost and the member must apply again for membership, under a simplified process defined in the Rules.
The suspended member has the right of appeal to a subsequent General Assembly, which may
reinstate membership with immediate effect, uphold the suspension, or convert the suspension to loss of membership.
Article 6.5: Loss of Membership
Membership may end by:
- death or incapacity of the member;
- written resignation sent to the Board of Directors;
- failure to renew membership for two consecutive years;
- failure to renew voluntary suspension for two consecutive years;
- exclusion for serious cause.
The detailed process for renewing membership and voluntary suspensions is described in the
Rules. Exclusion for serious cause is effective immediately upon notification by the Board of
Directors. The member concerned has the right of appeal to a subsequent General Assembly. If
their appeal is successful, the member is reinstated immediately, and regains all their previous
rights in BeVolunteer.
Article 6.6: Appeals Process
Applicants and members have the right to appeal decisions concerning their membership to the General Assembly.
Appeals to the General Assembly for refusal, suspension, or loss of membership will be the first
order of business, allowing reinstated members to exercise their membership rights. Membership first granted under appeal begins upon approval by the GA.
Article 7: Rules
Established by the Board of Directors, the Rules define the method of execution of the present
statutes and complete them with provisions that contribute to the good governance of
BeVolunteer.
Modifications to the Rules take effect as soon as they are published by the Board of Directors. At the next General Assembly, modifications will be submitted for approval. If neither the
modifications nor an alternative text are approved, the Rules revert to the most recent version
previously approved by a GA.
In any conflict between the Statutes and the Rules, the Statutes prevail, and any Rules that
contradict the Statutes are invalid.
Article 8: Structure
The administrative organs of BeVolunteer are:
- the General Assembly [GA];
- the Board of Directors [BoD].
Article 9: General Assembly
The General Assembly [GA] is the supreme organ of BeVolunteer. All BeVolunteer members
can take part. Powers statutorily attributed to the Board of Directors are not reserved to the BoD, but also held by the GA. The right to vote in the General Assembly is defined in Article 6
[Members].
Article 9.1: Organisation of General Assemblies
The General Assembly can meet physically or by other means of communication deemed
appropriate by the Board of Directors, including online attendance and voting. Preparation and
organisation of the GA is defined by the BoD in the Rules, but, in all cases, it must be ensured
that members who have the right to vote are able to do so. All members defined in Article 6 in the Statutes will be given at least one month’s notification, at their contact details of record, of any forthcoming General Assembly.
Participants in BeVolunteer projects such as BeWelcome may be admitted to General
Assemblies, space permitting, except when considering confidential matters requiring the
protection of privacy.
The Secretary of BeVolunteer is responsible for ensuring that the proceedings of the General Assembly, together with any voting, are recorded. Such records must be validated by the
incoming BoD and published at the latest one month after the General Assembly.
All members eligible to vote can nominate another member of their choice to represent them and to cast votes on their behalf. This deputy can represent no more than one other person.
Article 9.2: Scope of the General Assembly
The General Assembly is responsible for:
- electing the Board of Directors;
- considering any appeals under the Statutes of BeVolunteer;
- revising and amending the Statutes of BeVolunteer in accordance with Article 12 of the present statutes;
- receiving and approving reports;
- approving activity from the preceding term, and the objectives for the coming one;
- approving the annual financial report and the following year’s budget;
- approving major changes in policy or strategic direction needed to meet BeVolunteer’s
objectives; - considering other matters brought before it.
The General Assembly may confer on the Board of Directors any authorization required to carry
out operations within the objectives of BeVolunteer and for which their statutory powers would
be insufficient.
Article 9.3: Ordinary General Assembly
The Board of Directors organises an Ordinary General Assembly [oGA] on a regular basis, at
least once every calendar year.
An Ordinary General Assembly is deemed quorate and competent to make decisions on general
business, providing that at least one quarter (25%) of the total number of BeVolunteer members eligible to vote are participating or represented.
Article 9.4: Extraordinary General Assembly
An Extraordinary General Assembly [eGA] is convened by the Executive Officer of the Board of
Directors:
- at the request of at least one quarter (25%) of the members eligible to vote;
- OR at the request of the Board of Directors.
If the Executive Officer is unavailable, other members of the BoD convene and organise the eGA.
If no member of the BoD is available, any member of BeVolunteer can take over the task of
convening and organising the eGA.
Article 9.5: Ordinary and Extraordinary General Assembly: Majorities
An Ordinary General Assembly or an Extraordinary General Assembly can make decisions on
general business, if at least one quarter (25%) of the total number of BeVolunteer members
eligible to vote participate or are represented. In order to make decisions on certain specified
matters, such as changes to the Statutes or dissolution of BeVolunteer, the quorum is as defined in Articles 12 and 13 of the Statutes.
All votes are decided by an absolute majority (more than 50%) of those members eligible to vote who are participating or represented at the General Assembly, with the exception of decisions on those items where the quorum and/or majority are specifically defined in Articles 12 and 13 of these Statutes.
Article 9.6: General Assembly – Absence of Quorum
In the absence of quorum being reached at a GA, and in order to not block all ordinary business
of BeVolunteer, the GA will be re-convoked in the same manner as under the present Article 9.1. This re-convoked GA will take place no less than one month and no more than two months after the scheduled beginning of the original non-quorate oGA. The outgoing BoD remains in place until the election of a new BoD.
In the case of such a re-convoked GA, every attempt will be made to reach quorum. However, in
the absence of quorum, the members participating and represented can proceed with the ordinary business of the GA without quorum, including election of a new BoD, but specifically excluding matters covered by Article 12 [Modification of the Statutes] or Article 13 [Dissolution].
Article 10: Board of Directors
The Board of Directors [BoD] is the executive organ of BeVolunteer. The activities of
BeVolunteer, and any projects such as BeWelcome, are managed by the BoD. The Board of
Directors is elected annually by the General Assembly from among the members of BeVolunteer to serve until the next BoD is elected by the GA. All holders of power of signature are designated by the Board of Directors, which also determines the extent of such power.
The Board of Directors must have a minimum of three members. If fewer than three candidates
receive the required number of votes at the GA and a new BoD cannot be formed, or if, through
resignation or removal, the number of Board members falls below three, a General Assembly
must be convened within three months to elect additional members.
Article 10.1: Eligibility and Election
Any person who has been a member of BeVolunteer for more than 3 months is eligible to become a candidate for the Board of Directors. To be elected, a candidate must receive more than 50% of the votes of those members eligible to vote who are participating or represented at the General Assembly.
Article 10.2: Meetings
The Board of Directors meets as often as necessary in the interests of BeVolunteer. Meetings can be scheduled in advance or can be convened at the request of the Executive Officer or of at least three BoD members. Attendance at BoD meetings may be in person or by other means of
communication.
Any member of the Board of Directors may choose another member of the BoD to represent
them. This deputy can represent no more than one other member.
Decisions are made by an absolute majority (more than 50%) of the present or represented BoD members. If votes are equally divided, the Executive Officer casts the deciding vote.
Article 10.3: Duties of the Board of Directors
The duties of the Board of Directors include:
- formulating policies and strategies to meet the objectives of BeVolunteer;
- managing the activities of BeVolunteer and its projects, such as BeWelcome, in accordance with the objectives of BeVolunteer and the policy decisions of the General Assembly;
- applying the decisions of the GA and making any formal administrative decisions needed
between two assemblies; - overseeing the work of the volunteer teams;
- managing the financial affairs of BeVolunteer;
- proposing the budget for the next financial year for approval by the General Assembly;
- approving or rejecting applications for membership in BeVolunteer;
- reviewing, suspending or cancelling membership in BeVolunteer, in accordance with the
Statutes; - publishing and maintaining a set of Rules as defined in Article 7;
- organising at least one General Assembly per year;
- organising Extraordinary General Assemblies, if required.
Article 10.4: Officers of BeVolunteer
At the first meeting following a General Assembly, the Board of Directors elects, from among its
members, several officers with specific responsibilities. These officers include at minimum an Executive Officer, a Secretary, and a Treasurer, with duties as follows:
Executive Officer
The Executive Officer [EO] represents the Board of Directors and is bound by its decisions. The
EO represents BeVolunteer in all acts of civil or administrative life, and if necessary, in justice.
The EO or their representative is responsible for all legal formalities of declaration and
publication in accordance with French and European law.
In the case of temporary or permanent incapacity, the Executive Officer is replaced temporarily
by a vice-Executive Officer, or in the absence of a vEO, by the Secretary or another member of
the BoD. The Replacement EO holds full EO powers until the EO returns or the BoD names a
successor.
Secretary
The Secretary is responsible for correspondence, drafting and publishing minutes of BoD and GA meetings, record keeping, and maintaining any archives. In case of absence, the Secretary is
replaced by another member of the BoD.
Treasurer
The Treasurer manages the financial affairs of BeVolunteer. The Treasurer makes any payments
and receives any revenue under the supervision of the Executive Officer, keeps an account of all
transactions, makes regular reports to the Board of Directors, and prepares an annual financial
report and budget for the General Assembly. In case of absence, the Treasurer is replaced by
another member of the BoD.
Article 10.5: Remuneration and Reimbursement
Members of the Board of Directors receive no remuneration for this function.
Expenses incurred in activity on behalf of BeVolunteer may be reimbursed in certain
circumstances, providing this has been agreed in advance by the BoD, and that documentary
evidence of such costs are presented to the Treasurer. Reimbursements will, if possible, be
avoided. In particular, transportation or accommodation costs will only be incurred in exceptional circumstances.
Article 10.6: Resignation and Removal
A BoD member may resign by written notification to the Secretary or to the Executive Officer.
In the case of serious misconduct, BoD members can be removed from their functions by an eGA convoked for this purpose.
Article 11: Resources
The resources of BeVolunteer include:
- donations and legacies;
- other contributions by members and non-members;
- subsidies granted by national or international institutions, or local authorities;
- grants or awards from private organisations;
- revenue from services rendered, goods sold, and entrance fees;
- other sources consistent with the objectives of the association.
Article 12: Modification of the Statutes
Article 12.1: These Statutes can be modified only by an Extraordinary General Assembly which
has been convoked specifically for this purpose and with a quorum of at least half (50%) of the
members of BeVolunteer eligible to vote. Any modification must be confirmed by a favourable
vote of three quarters (75%) of those BeVolunteer voting members participating or represented at the Extraordinary General Assembly.
Article 12.2: Furthermore, Article 3 [Protection of Assets] of these Statutes and the present
Article 12.2 can be modified only by a favourable vote on an identical text in two consecutive
GAs, the second of which must take place no less than six months after the first.
Article 13: Dissolution
Dissolution of BeVolunteer can be decided only by an Extraordinary General Assembly
convoked specifically for this purpose and with a quorum of at least half (50%) of the members
of BeVolunteer eligible to vote. Dissolution requires a favourable vote by three quarters (75%) of those members participating or represented at the Extraordinary General Assembly and who are eligible to vote.
Upon dissolution:
- in order to prevent recuperation of BeVolunteer’s domain names, including those of its projects, these will be renewed for the maximum feasible period of time and thus rendered unusable;
- in order to prevent recuperation of BeVolunteer’s registered trademarks, logos and other legally-protected intellectual property, including those of its projects, these will be placed under stewardship for a period of five years, and thus rendered unusable;
- BeVolunteer databases will be deleted, including those of BeVolunteer projects such as
BeWelcome; - BeVolunteer’s other assets will be transferred to UNESCO.