ARTICLE 1 – NAME

The association is named “PlaNet Finance”.


ARTICLE 2 – PURPOSE

The Association is intended to assist the eradication of poverty and social exclusion.

The Association shall use the experiences and accomplishments worldwide of institutions intended to provide financial assistance to the most destitute in order to enable them to join or return to society. This activity shall be referred to as “microfinance”.

The Association shall make an active contribution to the promotion of microfinance, in particular as a means for all initiatives intended to assist and develop microfinance. The Association shall finance and implement in part or in their entirety actions intended to ensure instruments capable of assisting and accelerating the development of microfinance, such as the creation and marketing of funds dedicated to microfinance, the establishment of specialist rating agencies or the training of managers in microfinance institutions.

The Association shall help to ensure greater awareness of microfinance by international, national and regional institutions. The Association shall act with regard to non-governmental organisations, non-for-profit organisations, press organisations, private companies, governments, as well as directly with citizens, worldwide. The Association shall use in particular new means of communication in order to promote its actions.

The Association’s research activity shall be substantiated by the organisation of seminars and conferences, the publication of information and exchanges with universities and philanthropic foundations.

The Association shall serve as a platform between financial, political and institutional communities and the parties involved in microfinance by assisting in the implementation of concrete operations and making such known.

The Association shall join with the microfinance institutions it supports through its actions by offering them services, some of which shall be restricted to their members.

The Association may join with other organisations, groupings, foundations, companies or natural persons pursuing the same objective.

The Association may own real estate, movable and financial assets, in order to implement its purpose and for its own administration, and to undertake all approaches, actions, transactions, without any limit in order to implement its social purpose.


ARTICLE 3 – DURATION

The duration of the Association is indefinite.


ARTICLE 4 – HEADQUARTERS

The headquarters of the Association shall be established at 13 rue Dieumegard, 93400 Saint Ouen.

The headquarters may be transferred elsewhere upon decision of the Board of Directors.


ARTICLE 5 – MEMBERS

The members of the Association shall be divided into three categories:

  • natural persons
  • professionals
  • legal entities other than professionals

The natural persons and the legal entities other than professionals share the purpose and objectives of the Association. They consist notably of donors and employees. They must have paid their annual members’ fee, set by the Board of Directors.

The professionals are microfinance institutions, which are members of the PlaNet Finance Platform. They must have paid their annual members’ fee, set by the Board of Directors.


ARTICLE 6 – ADMISSION

Admission as member for a natural person or a legal entity other than professional is subject to payment of the annual members’ fee.

Admission as member for a microfinance institution as professional is subject to membership to the PlaNet Finance Platform as well as to the payment of the annual members’ fee.


ARTICLE 7 – LOSS OF MEMBERSHIP

The membership may be lost:

  • by resignation sent to the President of the Association;
  • for a natural person, by death or by loss of one’s civic rights, as well as by non-payment of the annual fee;
  • for professionals and legal entities other than professionals, by declaration of bankruptcy or judicial liquidation or dissolution, by non-compliance with the rules of the PlaNet Finance Platform, or by non-payment of the annual fee;
  • by revocation pronounced by the Board of Directors with serious cause, such cause to be determined by the Board upon reviewing the concerned member’s written explanation.

ARTICLE 8 – RESOURCES

The Association’s resources shall be those which are not prohibited by current laws and regulations.


ARTICLE 9 – BOARD OF DIRECTORS

The Association is managed by a Board of Directors consisting of:

  • twenty to thirty natural persons or legal entities other than professionals, appointed by the Board of Directors on the President’s suggestion, for a renewable term of three years;
  • five professionals, elected by simple majority vote, for a renewable term of one year, by all the existing professional members of PlaNet Finance;
  • an employee representative, elected by simple majority vote, for a renewable term of one year, by the employees of PlaNet Finance.


ARTICLE 10 – POWERS AND RUNNING OF THE BOARD

The Board shall exercise the widest ranging powers to make all decisions, which are not reserved to the General Assembly.

The Board shall appoint a President from among its members. The President shall be elected for a three-year term by simple majority vote. The duration of his or her functions shall not exceed his or her term as a member of the Board. The President may be re-elected.

The Board shall meet two or three times by year, convened by the President or the General Secretary of the Association or at least half of its members.

The attendance or representation of at least half of the members of the Board is necessary for its decisions to be valid. It deliberates according to a simple majority of the members present or represented.

Minutes of the Board meetings shall be taken.
 

ARTICLE 11 – POWERS OF THE PRESIDENT

The President shall exercise the widest ranging powers to act in the name of the Association. He shall, in particular, be authorised to instigate legal proceedings in the name of the Association.

The President may delegate, with the possibility to sub-delegate, all or part of his powers, under his responsibility, to one or more authorised representatives of his choice, who may or may not be members of the Board.

He may also appoint a Managing Director to assist him in the daily management of the Association.


ARTICLE 12 – STRATEGIC BOARD COMMITTEE

The Strategic Board Committee’s purpose is to prepare with the President the strategic orientations of the PlaNet Finance group and its main decisions, to be submitted to the Board of Directors.

It consists of ten to fifteen Directors, appointed by the Board of Directors on the President’s suggestion, for a renewable term of three years, and presided over by the President of the Association.

It meets at least four times a year, convened by the President or the General Secretary of the Association.


ARTICLE 13 – GENERAL ASSEMBLY – COMPOSITION AND POWERS

The General Assembly shall comprise all members of the Association who are fully up to date with their membership fees at the date on which said Assembly is convened.

The General Assembly alone shall:

  • revoke the Board members
  • amend the by-laws, except for the transfer of the headquarters, and order the dissolution of the Association;
  • approve the annual accounts ;
  • oversee the management of the President.
     

 

ARTICLE 14 –RUNNING OF THE GENERAL ASSEMBLY

It is necessary to distinguish between the Ordinary General Assembly and the Extraordinary General Assembly.

The Ordinary General Assembly shall meet at least once (1) a year and whenever required. The Ordinary General Assembly shall be convened by the President of the Association or by the General Secretary of the Association or by one-fourth of the members of the Association.

The Ordinary General Assembly shall deliberate validly whatever the number of present or represented members may be. The Ordinary General Assembly shall deliberate on the basis of a simple majority vote of the present or represented members.

The Extraordinary General Assembly may be convened by the President or by the General Secretary or by one-fourth of the members of the Association. The Extraordinary General Assembly alone may modify the by-laws, dissolve the Association and rule on the devolution of its assets.

The Extraordinary General Assembly shall deliberate validly whatever the number of present or represented members may be. The resolutions shall be adopted by a two-thirds majority vote of the present or represented members.


ARTICLE 15 – FINANCIAL YEAR

The financial year shall commence on the 1st January and shall end on the 31st December of each year.


ARTICLE 16 – STATUTORY AUDITORS

The General Assembly shall appoint a titular and deputy Statutory Auditor. The titular Statutory Auditor shall discharge his supervisory responsibilities under the conditions laid down by the rules and practice of his profession.


ARTICLE 17 – INTERNAL REGULATIONS

Internal regulations shall be drafted and shall be freely amended by the President to lay down the terms and conditions of implementation of these by-laws. Said regulations shall not require approval from the General Assembly nor from the Board of Directors.

Said internal regulations shall apply to all members of the Association.
 

 

ARTICLE 18 – ASSOCIATION DISSOLUTION

In the event of dissolution of the Association, the Extraordinary General Assembly shall:

  • appoint one or more liquidators;
  • take all decisions concerning the devolution of the Association’s remaining net assets and shall not assign to members of the Association anything other than their own contributions.