STATUTES OF CODATU ASSOCIATION

as amended during the extraordinary General Assembly of 7th April 2015

I – OBJECT AND ORGANIZATION OF THE ASSOCIATION

ARTICLE 1 : Name

1.1 An Association, ruled by the French law of 1, july 1901 and the French decree of 16 August 1901, know as « Cooperation for urban mobility in the Developing world », and to by the initial letters CODATU, is founded between the members of the present statutes.
1.2 The statutes are supplemented and implemented by a set of By-laws .

ARTICLE 2 : Object

2.1 CODATU is an Association with an international vocation : its aim is to promote sustainable urban mobility policies through trainings, animations and scientific, technical, economic, and social exchanges and activities concerning urban and suburban transportation ; it is based on the exchange of experiences between developing and industrialized countries.
2.2 The Association fulfils its mission :
a) by the exchange of information among its members,
b) by organizing and sponsoring periodical meetings, in particular international congresses,
c) by co-ordinating research, studies and experiments, notably through technical committees,
d) by periodical and occasional publications,
e) by initiating training actions in partnership with its members .

f) by contributing to the development of city-to-city cooperations between southern and northern local authorities.

ARTICLE 3 : Head office

The head office is located in Lyon Metropolis ; it may be transferred, somewhere else in France, after the decision of the Board of Directors.

ARTICLE 4 : Duration

The duration of the Association is indefinite .

ARTICLE 5 : Organization

The Association includes active members, national or regional committees and honorary members.
5.1 Active members : Active members shall be gathered within four bodies :
Body I : Training, study and research organizations,
Body II : Territorial Authorities, groups or associations of territorial authorities of public transport.
Body III : Professionals of transport ; public and private consulting and engineering companies, manufacturers and equipment suppliers, operators, infrastructure or equipment engineers, professional associations or organizations, other specialized organizations.
Body IV : Individual members .
5.2 National and regional committees
5.2.1 Any independant nation may, trough a representative national organization, apply for admission as a National Committee .
5.2.2 A regional group of independent nations may apply for admission as a Regional Committee .
5.3 Honorary members
Honorary members are persons who have rendered the Association outsanding services; they are exempted from paying the annual subscription fee.

ARTICLE 6 : Admission – Expulsion

6.1 Admission
The Board of Directors decides on the admission of Ex-Officio members, active members and national or regional committees ; it proposes to the General Assembly who should be awarded as honorary members .
The applications for admission are examined by the Executive Director before being presented to the Board of Directors

6.1.1. Active members
The concerned corporate of individuals address their application for admission, considering the statutes and the amount of the subscription of the different bodies agreed by the General Assembly .
The Executive Director submits the application to the Board of Directors in consultation with the possible concerned national committees .
6.1.2. National Committees
A national organization, representative of the categories of active members, may submit its application for admission as a national committee considering the statutes and the amount of the subscription agreed by the General Assembly .
This organization may be :
– either an organization created in view of its participation to the Association.
– or the committee or the sub-committee of an existing national organization.
The way the organization functions is established in accordance with its needs in consideration of the particular conditions of the nation it represents . Only one national committee shall be admitted for each nation.
6.1.3. Regional Committees
A regional organization, representative of the concerned nations and of the categories of active members, may submit an application for admission as a regional committee .
6.2. A member loses his membership due to the following cases :
a) Resignation.
b) Death for an individual member, liquidation or dissolution for a legal entity,
c)Exclusion decided by the Board of Directors for non-payment of the subscription or for serious reasons, the concerned member shall be required to provide an explanation beforehand.

ARTICLE 7 : Funds

The funds of the Association include :
– the subscriptions from active members, and from national and regional committees, fixed by the General Assembly on a proposal of the Board of Directors.
– the subsidies from national public institutions, territorial and public authorities, or from any other national or international organizations.
– the sums received in return for the performance achieved by the Association within the limits of its object,
– exceptional contributions,.
– any other funds authorized by the law refered to in article 1.

II – MANAGEMENT AND FUNCTIONNING

ARTICLE 8 : Ordinary General Assembly

8.1 The General Assembly includes all the members of the Association; each active member, national and regional member, has the right to be represented by a voting delegate. Each voting delegate can also be commissioned to vote for one (and only one) absent voting delegate .
8.2 The General Assembly is competent to :
– control the management of the President and of the Board of Directors, and notably to approve the accounts of the concluded financial year and vote the budget of the following financial year,
-fix the amount of the subscription of active members, and of national and regional committees,
– fix the number of members at the Board of Directors as well as the number of representatives of the various bodies and of the National and Regional Committees, and eventually provide their replacement,,
-decide on the locations of international conferences .
8.3 The General Assembly i s held once a year and every time it is invited by the President or after a written request of no less than a quarter of its members.
8.4 The regulations governing the issue in advance of notices and agendas of the meetings for the General Assembly and for the appointment of the votiing delegates are contained in the By Laws .
8.5 The meetings of the General Assembly are conducted in accordance with the By-laws and normal committee practice..
8.6 The General Assembly can validly deliberate whatever the number of attending or represented members, decisions are made by a simple majority of the attending or represented members, in case of vote sharing, the President has the right to express a preponderant vote.
8.7 No matters can be decided at General Assembly meetings which do not appear on the previously approved, published agenda, issued in accordance with the By-laws.
Under condition of urgency, or other special circumstances which interfere with the normal working of the Association, the Council is entrusted to take such action as they deem appropriate in the interest of the Association, subject to approval at the next meeting of the General Assembly.
8.8 The minutes of the General Assemblies are signed by the President and by the Secretary .
The copies and abstracts of the minutes of the meetings of the Board of Directors and of the General Assemblies are certified true by the President of the Association or by two Executive members.

ARTICLE 9 : Extraordinary General Assembly

The Extraordinary General Assembly decides on an amendment of the statutes or on the dissolution of the Association. To deliberate validly, a quarter of the voting delegates must attend to it, if the quorum is not reached on the occasion of the meeting, after the first notice, the Assembly will be invited again, on the occasion of this new meeting, it will have the possibility to deliberate validly whatever the number of attending voting delegates..
The decisions are made by a majority of two-thirds of attending voting delegates.
In case of dissolution, the General Assembly appoints one or several auditors in charge of the clearing of the Association’s possessions.

ARTICLE 10 : Board of Directors

10.1 The Board of Directors includes thirty five (35) members maximum ; it comprises :
– representatives of active members ; each body of active members is represented at the Board of Directors ;
– representatives of regional and national committees.
The General Assembly fixes the total number of members as well as the number of representatives of the various bodies and of the national and regional committees .
10.2 The Board of Directors has full powers to make all the decisions which are not reserved to the General Assembly .
10.3 Elections of the members of the Board of Directors
The members are elected at secret vote by the General Assembly for a renewable period of three years ; the candidates are appointed by the corresponding voting delegates .
10.4 On an exceptional basis, the Board of Directors can appoint each year a maximum of 3 members, whose presence inside the Board of Directors has to be certified by the anuual General Assembly.

10.5 The Board of Directors is held at least twice a year. The decisions are made by the simple majority of the attending or represented members. In order to deliberate validly, the  Board of Directors must include half of the attending or represented members.
Each member has at his disposal one vote ; he can also be commissioned to vote for two absent members maximum . It case of vote sharing, the vote of the President is final.
10.6 The minutes of the meetings are signed by the President and the Secretary
10.7 The members of the Board of Directors cannot receive any paiement for the duties that are confided to them The refunds of expenses are possible, with written proof.

ARTICLE 11 : Executive Board

The Board of Directors chooses among its members, for a renewable period of three years, at secret vote, an Executive Board that includes :
– The President
– one or several Vice-Presidents,
– the Treasurer and eventually the deputy Tresurer,
– the Secretary and eventually the deputy Secretary
President :
The President invites and presides at the General Assemblies, the Board of Directors, the Committee of Strategic Orientation and the Executive Board ; he leads the debate. He represents the Association in all the acts of the civil life and is entrusted with all authority in this respect. He can delegate his authority for specific matters to one Executive member. If he isn’t available, he will be replaced by one of his Vice-Presidents, and if they are not able to do so by any Executive member.
The Treasurer :
The Treasurer ensures the management of the Association’s funds. He makes all the payments and collects all the receipts ; he updates a funding accountancy in receipts and in expenses, and, if necessary, a topical accountancy.
The Secretary :
The Secretary seconds the President for the administrative functionning of the Association ; by this right, he prepares and sends the notices, the minutes, the mailing. He keeps the registrer provided for by article 5 of the law of 1 July 1901.

ARTICLE 12 : Committee of Strategic Orientation

12.1 The Committee of Strategic Orientation is the permanent instrument, set by the Executive Board, that has to think over and to make suggestions on the development of the Association’s actions, and notably on its scientific policy.
12.2 The Committee of Strategic Orientation is set up by the Board of Directors on proposal of the Executive Board, it includes experts coming notably from the technical and scientific committees of the conferences ; its members are appointed for a renewable period of three years.

ARTICLE 13 : The Executive manager

The Executive Manager is placed under the direct authority of the President. He applies the decisions of the Board of Directors and leads the employees of the association.

ARTICLE 14 : Official languages

The official languages of the Association are French and English ; these two official languages are used if needed at all the meetings and for all the mailing, the publications and the documents distributed to the members of the Association by the Secretariat .
Other languages can be used with preliminary agreement from the Board.

ARTICLE 15 : By-Laws

The By-Laws is establisehd by the Board of Directors ; it determines the conditions of the administrative, financial, technical and scientific functionning of the Association, and especially :
– concerning the General Assembly : the development, the appointment of the voting delegates, the mailing conditions for the notices and the agendas,
– the tasks and the formation of technical committees
– the arrangements concerning the international congresses, notably the tasks and the formation of scientific committees,
– the publications.

III – MODALITIES OF DISSOLUTION

ARTICLE 16: Dissolution, enforcement

The dissolution of the association can be pronunced only by an extraordinary General Assembly convened especially for this purpose, in accordance of the modalities provided by Article 9. It has to be pronounced by a minimum of 2/3 of the present members. The extraordinary General Assembly nominates one or more persons in charge of the liquidation of the associations’s goods and properties. The extraordinary General Assembly also allocates the net assets, if required, to one or more associations of its choice, declared under the 1st of July 1901 law.

ARTICLE 17 : Statement

The Board of Directors will complete the necessary declaration and publication formalities prescribed by the 1st of July 1901 law, and by the following 16th of August’s ordinance. In doing so, all powers are vested in the President for executing those formalities and opening a bank or postal account on behalf of CODATU.