Open Food Facts Association Statutes

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Articles of Association of Open Food Facts

Article 1 - Name

An association governed by the law of July 1, 1901 and the decree of August 16, 1901 is founded between the members of the present statutes. Its title is Open Food Facts and it may also be referred to as OFF.

Article 2 - Purpose

The purpose of this association is the creation of a collaborative, free and open database on food products (accessible in particular on the Internet: https://openfoodfacts.org); the promotion and development of this database, its applications and uses; the creation of similar databases for other categories of products or services; and more generally the promotion and development of open data (called "open data" in English) and their applications and uses.

Article 3 - Head office

The head office is located in Saint-Maur-des-Fossés, it can be transferred by a simple decision of the board of directors.

Article 4 - Duration

The duration of the association is unlimited.

Article 5 - Composition

The association is composed of active members who adhere to the present statutes and who regularly participate in the activities of the association and in the realization of its objectives. The members can be natural or legal persons. Legal entities do not have voting rights.

Article 6 - Admission

To be part of the association, one must be approved by the board of directors which decides on the requests for admission.

Article 7 - Removal from membership

Membership is lost by death, resignation, non-participation in the activities of the association and the achievement of its objectives, non-payment of dues, or expulsion by the Board of Directors for serious reasons. In all cases, an appeal is possible before the general assembly.

Article 8 - Affiliation

The present association can join other associations, unions or groups by decision of the Board of Directors.

Article 9 - Means of action

The association realizes its mission through the development of a database on food products, the realization of applications to collect and use these data, the coordination of a community, the organization of events and campaigns, the participation and support to research projects or other types of partnerships, the participation to conferences and seminars.

Article 10 - Resources

The resources of the association include:

• Membership fees ;
• Donations
• Grants;
• Financing within the framework of calls for projects or partnerships;
• The sale of products, services and benefits provided by the association;
• All resources authorized by the laws and regulations in force.

Article 11 - Ordinary General Assembly

The ordinary general assembly is open to all members of the association. It meets at least once a year.

At least one month before the fixed date, the members of the association are convened by the board of directors. The agenda appears on the convocations. The convocation can be made by electronic means.

Motions and candidacies proposed by members must be submitted to the Board of Directors at least 15 days before the General Assembly. On this date, the agenda is sent with all the motions and candidacies proposed.

The general assembly, after having deliberated, decides on the activity report, on the accounts of the financial year and on the motions proposed on the agenda. It deliberates on the future orientations. It appoints or renews the members of the Board of Directors.

For each decision, the general assembly tries to reach a consensus. If consensus cannot be reached, decisions are taken by a majority vote of the votes cast.

In order to deliberate validly, the General Assembly must be composed of at least half of the members or at least 10 members. If the quorum is not reached, a new ordinary general assembly without quorum is convened by the board of directors within two months.

Article 12 - Extraordinary General Assembly

A non-ordinary general assembly is called an extraordinary general assembly. The extraordinary general assembly can be convened if necessary, by the board of directors or at the request of one third of the members. The members are convened at least fifteen days before the fixed date.

The extraordinary general assembly is competent to decide the dissolution or the merger of the association. It can make any changes to the present statutes.

The decisions of the Extraordinary General Assembly are taken by a majority vote of the members, present or represented, if a consensus could not be obtained.

To deliberate validly, or to decide on the dissolution or merger of the association, the extraordinary general assembly must be composed of at least 75% of the members, present or represented.

If the quorum is not reached, a new Extraordinary General Assembly without quorum is convened by the Board of Directors within two months.

Article 13 - Board of Directors

The association is managed by a board of 5 to 10 members. They are responsible for the legal personality of the association. The board of directors implements the orientations decided by the general assembly. It decides on the opening of any bank or postal account. It takes the decision to go to court to protect the interests of the association. It is responsible for the hiring of the association's employees. The employees can be part of the board of directors and take part in the functioning of the association.

The board of directors ensures a transparent moral and financial management of the life of the association by ensuring the regular publication of the accounts of the association and by reporting on its activity to the general assembly.

The Board of Directors may appoint one or more of its members to act on behalf of the association. In particular, the Board of Directors appoints a President who represents the association in all acts of civil life and has the necessary powers to carry out all acts related to the purpose of the association.

The members of the board of directors are elected for two years by the general assembly. Half of the Board of Directors is renewed each year, and in the first year the outgoing members are chosen by lot. In case of vacancies, the Board of Directors shall temporarily replace its members until the next General Assembly.

The Board of Directors meets at the request of one quarter of its members and at least twice a year. Decisions of the board of directors are taken by a majority of three-fifths of the directors, present or represented, if a consensus cannot be reached.

Any member of the board of directors who, without excuse, has not attended three consecutive meetings shall be considered to have resigned.

Article 14 - Remote participation in the assemblies and meetings of the board of directors

As far as possible, the ordinary general assemblies, the extraordinary general assemblies and the meetings of the board of directors are organized in order to allow remote participation in the deliberations and votes, through any means of communication including Internet. They may be held at a physical location and/or online.

Article 15 - Disinterested Management

The functions of the members of the board of directors are voluntary. They may not receive any remuneration for their work, except under the conditions set by law.

Expenses incurred by the accomplishment of their mandate are reimbursed on the basis of receipts. The financial report presented to the Ordinary General Meeting shows, by beneficiary, the reimbursements of mission, travel or representation expenses.

Any contract or agreement between the association on the one hand, and an administrator, his spouse or a close relative, on the other hand, is submitted for authorization to the board of directors and presented for information to the next general assembly.

Article 16 - Rules of procedure

The Board of Directors may decide to establish rules of procedure to complete the present statutes. These rules must be adopted by the general assembly or by unanimity of the members of the board of directors.

Article - 17 - Dissolution

In the event of dissolution, the assets, if any, shall be devolved to an association with similar goals in accordance with the decisions of the extraordinary general meeting that rules on the dissolution.

Done in Paris, April 11, 2014.

Signatures of at least two representatives of the association (name, first name and function):

• Patrick Barrabé, administrator
• Pierre Slamich, administrator
• Sébastien Gathier, administrator
• Stéphane Gigandet, administrator