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1. Introduction to the minutes of association
The minutes of association: what are they?
Provided almost systematically in the statutes, the minutes of association are documents that record in writing the decisions taken during a general meeting.
It is intended for Give a faithful image of this general meeting and of its proceedings. While being a tool intended for prove the legality of decisions taken, the minutes also allow you to:
- Inform absent members of the association:
- Keep track of the topics covered;
- Plan the evolution of the association;
- Organize the management of the associative structure;
- Define the needs and plan the actions of the association.
Is the association minutes mandatory?
With the exception of certain forms of associations, the Law of 1901 relating to the contract of association does not require the organization of general meetings or the drawing up of minutes of them. Moreover, no sanctions are provided for in the absence of a report.
However, the minutes of association become mandatory if the statutes or the rules of procedure so provide. Even if this is not the case, the drafting of minutes is undeniably a matter of good management practices Of an association.
Good to know: the writing of minutes is mandatory for associations recognized as being of public utility (ARUP) and for those benefiting from public subsidies.
When should an association report be drawn up?
Who says minutes of association says general meeting. Indeed, minutes must be drawn up at each general meeting in order to guarantee legal certainty.
It can be a:
- Constitutive General Assembly : whose purpose is the constitution of the association, it makes it possible to appoint the directors of the association and to adopt the statutes.
- Ordinary General Assembly : intended to take the day-to-day management decisions of the association (admission of members, fixing the amount of contributions, etc.), it takes place at least once a year;
- Extraordinary General Assembly : it is organized when decisions concerning the organization of the association must be taken (modification of the statutes, change of head office, dissolution...).
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2. Content and drafting of the minutes
Who writes the minutes of association?
To determine who writes the minutes of association, you must again refer to the statutes or the rules of procedure. When nothing is mentioned, the General Assembly must elect the President and the Secretary of the session, whose identities must be mentioned in the minutes.
Whether drawn up in paper version or electronically, the minutes of the general meeting must be filled in clearly, without deleting or overwriting. It can be a register or numbered sheets to ensure that the document is complete.
Mandatory information in the minutes of association
Writing a minutes of association involves include the information required by the statutes or the rules of procedure. This is easily understood because the objective is to demonstrate the reality and regularity of the General Assembly and its decisions.
In most cases, the minutes of association should contain the following information:
- Name and address of the head office;
- Date, time and place of the general meeting;
- Nature of the general meeting (ordinary or extraordinary general meeting)
- Identities of the president and secretary of the meeting with vote if nothing is provided for in the statutes;
- The name of the writer of the PV;
- Agenda communicated to members.
- Formal documents sent to members (activity report, moral report, financial report...) as well as those supporting the discussions;
- Mention of the method of convening members of the association with the date of dispatch
- Identities of the members present based on the completed attendance sheet and an indication of their functions within the association;
- Identities of the members represented with an indication of their functions and the name of the mandatary;
- Respect for quorum when provided for by the statutes;
- Summary of the discussions for each point discussed as well as the incidents that occurred;
- Decisions put to the vote with an indication of the results for each item put to the vote (resolution put to the vote, number of members present or represented, number of votes cast FOR or AGAINST, number of abstentions, rejection or adoption of the resolution)
- End time of the general meeting
- Identities of the signatories of the minutes and their signatures.
The objective is not to transcribe all the exchanges, but to give a true picture of the most important elements of the discussions as well as the deliberations and votes.
Approval and signing of the minutes of association
When required by the statutes, the minutes of association must be approved by the following general meeting. It is important that this item be on the agenda of this meeting.
At your option, the document can be sent with the convocation or read during the meeting before being put to the vote.
As this practice is relatively cumbersome, many statutes indicate that it is the board of directors that is competent to validate the minutes of association. It is therefore again the statutes that should be consulted on this point.
La Signature of the minutes of the general meeting association is imperative. It is still the statutes that you must consult to know who must sign. This is most often the president of the association and the secretary of the assembly. By signing their signatures, they are committed to the veracity of the content recorded in the report.
For associations recognized as being of public utility, it is mandatory that the designated president and secretary of the association sign the minutes of the general meeting. When a signatory is prevented, the courts allow the minutes to be signed by a representative of the same level in the association (vice-president, treasurer).
Note that nothing prevents other leaders of the association from signing as witnesses.
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3. Management and validity of the minutes
What is the legal value of a minutes of association?
Unlike the minutes, which are for information purposes only, the minutes of general meetings are subject to probative force.
In fact, insofar as it was drawn up in accordance with the statutes or the rules of procedure, the minutes of association is mandatory for members of the association. With regard to third parties, a publicity formality may be required, in particular for amending declarations.
In the event of a dispute or subsequent dispute, the minutes of association are valid provided that the following conditions are met:
- Be written in such a way complete, clear and understandable ;
- Resume the mandatory information ;
- Set up on numbered sheets ;
- To be signed by authorized persons.
If these conditions are not met, the minutes may be subject to disputes and may be cancelled.
The risks of cancelling the minutes of association
In addition, the cancellation of a minutes of association may result in the cancellation of the general meeting, including the decisions taken. Case law shows that the cancellation of a general meeting is open when irregularities are expressly declared null and void by the statutes or have an impact on the conduct and sincerity of the deliberations.
This is particularly the case when:
- The general meeting was not convened in the forms and deadlines set out in the statutes;
- The members of the association were not informed of the agenda;
- A decision was adopted by the General Assembly in violation of the quorum provided for in the statutes (minimum number of members to be present or represented at the vote);
- The minutes were not signed by the President and Secretary of the General Assembly.
How do I keep the minutes of association?
True to the great freedom of organization that it grants to associations, the 1901 law does not impose no general retention obligations Association minutes.
However, the statutes or the rules of procedure may require the use of a Register of deliberations for general meetings. This is the case of associations recognized as being of public utility.
Mandatory or not, keeping a record of deliberations is a useful practice because it makes it possible to justify the decisions taken and to prove their regularity. When it is not mandatory, the register may consist of a simple loose-leaf binder or a electronic archiving solution as proposed by Axiocap.
For the sake of legal security, it is advisable to also keep and file the convocations, the signed attendance sheets and the ballot papers.
Good to know: the register of proceedings should not be confused with the Special register of associations. The latter was mandatory until 2015 and was intended to maintain the important changes made to the functioning of the association.
Do you need to provide the minutes of association?
Unless the statutory rules provide for it, there is no No obligation to send a copy of the minutes of association to members of the association. In practice, members are often authorized to consult it at the association's headquarters and to request a copy. Some associations also broadcast it online on their website, sometimes in a space reserved for members.
However, there is a Obligation to advertise. Indeed, the law of 1901 requires a deposit At the prefecture In order to make it enforceable against third parties a report relating to:
- A change in the name or object of the association
- A transfer of the head office;
- An amendment to the statutes;
- A change in the place of activity;
- A transfer of ownership of real estate intended for the activity or management of the association
- An appointment of new directors.
Thus, a report concerning the approval of the annual accounts, the appointment of an auditor or account or the budget for the following year must not be communicated to the prefecture, while a change of president or statutes must be communicated to the prefecture.
The banking organization may also require the minutes of association modifying the persons authorized to manage bank accounts.
