Statuts

SYNDICAT NATIONAL DES ANTIQUAIRES, NEGOCIANTS EN OBJETS D'ART TABLEAUX ANCIENS ET MODERNES
Founded on 17 octobre 1901
N°1.583

17 Boulevard Malesherbes - 75008 PARIS
Tél.:33 (1) 44 51 74 74 - Fax.: 33 (1) 44 51 74 75

ARTICLE 1: Name – Term – Registered Office

The Professional Association known as « Syndicat National des Antiquaires  négociants en objets d’arts, tableaux anciens et modernes”, born of the merger of the “Chambre Syndicale de la Curiosité et des Beaux-Arts” and of the “Syndicat des Marchands de Tableaux, Objets d’Art et de Curiosités” groups, in accordance with the provisions of Chapter I of Book IV of the Labour Code, and all members of these professions and related professions adopting these Articles of Association.

The Association’s term is unlimited as is the number of its members.

The Association’s head office is located at 17, boulevard Malesherbes, Paris (VIIIe). It may be transferred elsewhere by decision of the Board of Directors.

 

ARTICLE 2: Purpose:

 The Association’s purpose is, in particular:

-          to create and maintain, through good relations of fellowship, professional understanding and cohesion among all its members;

-          to represent and defend the economic and commercial interests of its members before the Courts and before all Administrations or representative Groups, and, when needed, to settle disputes submitted to it;

-          to centralise and provide all the information gathered, both in France and abroad, likely to be of interest to its members;

-          to contribute to the development of the Profession and to defend its interests both with the Public Authorities and with competent Administrations:

-          to create or join all organisations useful for furthering the Profession;

-          to organise and take part in all artistic or commercial exhibitions likely to serve the interests of its members;

-          to encourage training and research aimed at the development of their professional activities, and to create or promote provident & welfare funds;

-          to participate or be represented in various employers’ associations and associations which are of interest to the Profession;

-          to intervene directly or indirectly with the public authorities and administrative services, whenever the Profession’s interests are at stake.

This list is provided as an indication only and is not exhaustive.

 

ARTICLE 3: Conditions relating to the admission of members:

Membership of the Association may be extended to any natural person dealing in objects of fine art or collector's items, furniture, old or modern paintings, curiosities or related sectors, excluding dealers, most of whose activities are exercised in the field of contemporary art, companies engaged in public sales and their employees.

A natural person may become a member as an individual or as a representative of an entity if he/she makes a request to this effect, on condition:

- that this person has exercised responsibilities in the Profession as his/her main activity for at least five (5) years and has exercised them honourably;

- that he/she has not been deprived of his/her civil rights;

- that he/she has been sponsored by two members of the Association of more than five years' standing, not sitting on the Board of Directors and having no family connection to the applicant, at least one of whom works in the applicant's speciality, who shall have to sign his/her membership application form and guarantee his/her trustworthiness and his/her professional knowledge and skills;

 - that he/she undertakes:

        . to respect the Articles of Association and Internal Rules and Regulations;

. to sign the text of the Practices and Customs of the Profession established by the Syndicat National des Antiquaires;

. to pay the annual subscriptions;

The Board of Directors shall make a decision on the admission of the new member.  The Board shall not have to give reasons for its decision, which is not subject to appeal.

 

ARTICLE 4: Categories of Members

Dealers active on the date of payment of their subscriptions are members of the Association.

Probationary membership without voting rights may be extended to candidates of less than five years' standing in the Profession who otherwise fulfil all the conditions and admission requirements listed in Article 3.

Once they have served five years within the Profession as their main activity, probationary members shall be admitted as members of the Association by right, providing they still meet all the conditions for membership.

Further to a decision of the Board of Directors, former dealers who so request are honorary members on condition that they have been members of the Association for at least ten years.

Further to a decision of the Board of Directors, any members or any persons who have rendered eminent services to the Association or the Profession are honorary members.

ARTICLE 5: Members' obligations and rights

Any person admitted as a member of the Association or as a probationary member must:

- conform to the Articles of Association and all decisions made by the Association;

- respect the provisions of the Internal Rules and Regulations;

- behave loyally vis-à-vis the Association and not perform any act that could be prejudicial to the Association, directly or indirectly;

- pay the annual subscriptions as set by the Board of Directors;

- inform the Association of any significant change to his/her professional status within one month of the change occurring.

The Association:

shall for the benefit of its members, apply all means necessary to develop the Profession that it represents and for the defence of its interests;

- shall send an information bulletin to its members regarding all subjects relating to the Profession;

- may assist members in any difficulties they experience in the exercise of their professional activities;

Mere membership of the Association does not entitle its members to claim a right to take part in events organised by the Association.

 

ARTICLE 6: Resignation - removal or retirement of a member

Any member is free to resign whenever he/she so wishes.

Any resignation must be sent in writing to the Chairman.

Notice thereof is taken by the Board of Directors.

Nevertheless, the resigning member must meet all of his/her obligations of any nature whatsoever to the Association.

Failure by a member to pay his/her subscription when due and within one month after the dispatch of a formal notice that has produced no effect shall result in his/her compulsory resignation from the Association.  Compulsory resignation is imposed by the Board of Directors.

The Board of Directors may remove a member of the Association in accordance with the procedure set out in Article 7 in the event of serious shortcomings, especially:

-       failure to respect the Articles of Association;

-       failure to respect the Practices and Customs;

-       in the event of a final criminal or civil conviction that is incompatible with the honourable exercise of the Profession;

-       in the event of receivership or compulsory liquidation.

Any member:

-       bringing legal proceedings against the Association for whatever reason;

-       involved in a judicial inquiry leading to his/her indictment for wrongdoings linked to his/her professional activity

shall agree to be suspended during the course of the proceedings and until such times as a final judgement is handed down or the proceedings are terminated.

As such, and for the entirety of this period, the member concerned shall no longer have the right to vote and shall be suspended from all functions that he/she may previously have held within the Association.

The Association shall have no right to receive subscriptions during the entire period of suspension.

 

ARTICLE 7: Disciplinary sanctions

The Board is authorised to impose disciplinary sanctions on any member who:

- no longer meets the conditions for admission;

- has committed an act which undermines the interests of the Association;

- contravenes the provisions of the Articles of Association, the Internal Rules and Regulations or the "Practices and Customs".

The disciplinary sanction imposed may be:

- a warning;

- suspended or non-suspended temporary exclusion;

- permanent exclusion.

Procedure:

-    The party concerned shall be summoned beforehand by the Chairman and/or one or several members of the Board of Directors he/she appoints for this purpose.

-    The party concerned may examine the written documents in his/her file.

-    The Chairman and/or his/her representative(s) shall provide to the Board of Directors the information necessary for examining the case.

-    If, in light of the explanations provided, the Chairman decides to pursue the disciplinary procedure, he/she shall summon the party concerned before the Board of Directors, allowing him/her a period of at least one month to prepare his/her defence.

-    The party concerned may be assisted by an advisor of his/her choice, both during the preliminary procedure before the Chairman and/or his/her representatives and, as the case may be, before the Board of Directors.

-    The Association, for its part, may be assisted by an advisor who shall not be entitled to vote.

- The Board of Directors shall give a reason for its decision.

 

ARTICLE 8: Operation of the Association

The Association’s bodies are:

   - the General Meeting;

   - the Board of Directors;

   - its Officers.

 

ARTICLE 9: General Meetings

The General Meeting consists of all active members of the Association who have paid their subscriptions.

It must be convened at least once each year.

It is chaired by the Association Chairman or, in his/her absence, by one of the Vice-Chairmen or by the General Secretary.

Notice must be sent out at least two weeks before the meeting.

Notice of the meeting must indicate the agenda set by the person calling the meeting.

The General Meeting deliberates on all items on the agenda.

Matters not mentioned in the agenda may not be voted upon.

 

ARTICLE 10: Ordinary General Meetings

The Ordinary General Meeting hears the report on the Board's work and decisions, the presentation of the Association's financial position, and approves the accounts for the previous financial year.

It appoints an Auditor and a Deputy Auditor from amongst the professionals appearing in the list established by virtue of decree N° 69-810 dated 12 August 1969.

It appoints the Directors.

It rules on all issues that are not within the purview of the Extraordinary General Meeting.

The Ordinary General Meeting rules by a majority vote of the members present or represented and of the members voting by mail or by electronic mail.

1 – Approval of the financial statements:

The Annual General Meeting must be convened at least once per year, within six months of the close of each financial year, for the purpose of ruling on the financial statements for the said year. The agenda is drawn up by the Board of Directors. Any proposal sent to the Association by no later than 31 March shall automatically be included in the agenda if it is signed by one quarter of the members.

2 - Appointment of the Directors:

During the final quarter of the year in which the Board of Directors is renewed, the General Meeting shall convene in order to elect the Directors.

The candidates who have received the highest number of votes are elected.

In the event that there is a tie in the number of votes cast for the final vacancy, the candidate who has been a member of the Association longest shall be declared to have been elected.

 

ARTICLE 11: Extraordinary General Meeting

The following fall within the purview of an Extraordinary General Meeting:

-     Any decision having important consequences for the Association's future or decisions that could give rise to new obligations for the Association;

-     Any decision concerning changes to the Articles of Association.

Extraordinary General Meetings may be called at the request of at least one-third of the members, or of the Chairman and four Board members.  The agenda for Extraordinary General Meetings is limited to the precise subject giving rise to the meeting.

An Extraordinary General Meeting may make valid decisions only if a quorum of half of the Association members is achieved.

If the quorum is not achieved, a new Meeting will have to be called within a period of two months, and it will be entitled to make decisions without any quorum conditions.

The decisions made by the Extraordinary General Meeting are to be made by a two-thirds majority of the votes cast.

 

ARTICLE12: Voting procedures

Voting by mail or by electronic mail is accepted.

Proxy voting remains authorised provided that electronic voting shall not have been implemented and proxy voting abandoned from that date.

Votes by secret ballot shall be held in the presence of a bailiff, who is the only person authorised to receive votes by mail, by electronic mail and by proxy.

No member may hold more than two proxies.

 

ARTICLE 13: Board of Directors – Appointment – Period of Office

The Association shall be administered by a Board consisting of a maximum of seventeen (17) members and a minimum of nine (9) members.

Association members meeting the following conditions are entitled to submit their candidature to be members of the Board of Directors:

-  they must have been an Association member for at least five (5) years,

-  they must comply with the requirements laid down in Article L-411-4, chap. I, book IV, of the Labour Code.

Candidates' applications must reach the Association, which shall acknowledge receipt thereof, no later than 15 September.  Outgoing members are eligible for reappointment.

Members of the Board of Directors are elected for three years.

Should a vacancy arise during the course of a period of office, the Board of Directors may fill the vacancy, for the period of office remaining, by co-opting the unelected candidate who had received the most votes at the elections.

Outgoing members are eligible for reappointment without time limitation.

Only one natural person belonging to one and the same legal entity may sit on the Board.

 

ARTICLE 14: Duties of the Board of Directors 

The Board of Directors

- administers the Association;

- determines the Association's general policy;

- approves the admission of new members, initiates exclusion procedures, presents candidates who seem to it to be best able to carry out the various representative functions of the Profession within various bodies;

- sets the level of financial obligations for members and probationary members;

- prepares resolutions to be submitted to the General Meeting.

On the proposal of the Officers:

The Board of Directors:

- makes all decisions and takes all measures, provided these are within the scope of the Articles of Association and of the goals it has set for itself. It decides on the expenses necessary to implement its actions;

- votes budgets relating to the operation of the Association;

- votes budgets for all shows and events that it organises within the context of its activities;

- approves budgets for shows and events whose management is has delegated to others;

- appoints the Chairmen of committees concerned with Internal Rules and Regulations;

- appoints the Chairman of the Biennale committee, who cannot be a member of the Board of Directors;

- draws up the list of exhibitors at all shows and events that it organises within the context of its activities or validates the list of exhibitors at shows or events whose management it has delegated to others;

- authorises the signing of all contracts committing the Association for a maximum period of three renewable years, subject to the condition that it must be possible to terminate the contract at the start of the initial period.

Minutes of each meeting are written and signed by the Chairman of the meeting.

 

ARTICLE 15: Operation of the Board of Directors

The Chairman may call a meeting of the Board whenever he/she deems it necessary or if at least seven Board members send him/her a request to this effect.

There is no limit to the number of Board meetings that may be held. There shall be at least six per year.

The Chairman (or if he/she is unable to act, one of the Vice-Chairmen) leads the meetings.

A notice including the agenda must be sent to all Board members, except in urgent cases, at the latest ten days before the meeting.

Similarly, an additional agenda containing a new question may be sent, by any means, to the Board members at the latest 48 hours before the meeting date, if urgent or serious circumstances justify this.

The Board's decisions are valid when at least half of the members are present.  They are made by a simple majority.  In case of a tied vote, the Chairman holds a casting vote.

Voting by proxy is authorised. Individual Board members may not consent to more than three proxies per 12-month period.

Individual Directors may not hold more than one proxy.

 

ARTICLE 16: Procedures for Appointing the Officers

The Board of Directors meets within three days of its appointment for the purpose of electing Officers.

The Officers are elected for a three- year term by secret ballot cast by at least two-thirds of the members of the Board of Directors.

The candidate who has received the highest number of votes shall be elected Officer.

The Chairman may not serve more than two consecutive terms.

 

ARTICLE 17: Officers of the Board

The Officers, elected by the Board of Directors, are composed of:

- A Chairman,

- Two Vice-Chairmen,

- A General Secretary,

- A Treasurer,

- A Duty Officer

The following are also elected:

- a Deputy General Secretary,

- a Deputy Treasurer,

who shall not act as Officers unless the office-holder is absent, unless invited to do so by the Chairman.

Officers may be removed from their duties by virtue of an absolute majority of the votes cast by the Board of Directors in the event of a serious breach of the Articles of Association or actions prejudicial to the Association.

 

ARTICLE 18 – Duties of the Officers

The Officers manage the Association in compliance with the Articles of Association and the decisions of the Board of Directors.

They prepare the budgets relating to the operation of the Association and of any event or exhibitions organised directly by the Association within the context of its activities.

They draw up the list of participants at exhibitions directly organised by the Association in collaboration with the committee in charge of organising the show;

The budgets, and the list of participants are subject to approval by the Board of Directors.

They invite invitations to tender and then make a pre-selection which they submit to the Board of Directors for approval.

In an emergency incompatible with the convening of a Board meeting, they may make decisions rendered necessary by an extraordinary event.

 

ARTICLE 19: Role of the Officers

The Chairman directs the Association in accordance with the Articles of Association and sees to the observance of the Regulations.

He/she represents the Association in all acts involving third parties, public Administrations and the courts.

He/she carries out the Board’s decisions.

He/she authorises spending as provided for under Article 5 of the Internal Rules and Regulations.

He/she convenes and chairs the General Meetings as well as the meetings of the Board and of the Officers.

He/she is a member, by right, of every committee. He/she is assisted in his/her various duties by the General Secretary and the Treasurer.

The Vice-Chairmen assist the Chairman and replace him/her in the event of his/her impediment, taking turns and according to seniority.

The General Secretary is the Chairman’s assistant.

He/she drafts the minutes at meetings of Officers and the Board of Directors.

Each year, he/she presents a report on all work performed, to the General Meeting. This report must have been approved by the Board beforehand.

The Treasurer is responsible for collecting subscriptions and settling expenditure in accordance with the conditions envisaged under Article 5 of the Internal Rules and Regulations. He/she sees to the recovery of debts.

He/she opens and operates all accounts and deposits of securities or cash,

Each year, he/she drafts the report to be submitted to the General Assembly concerning the Association’s financial situation. This report must have been approved by the Board beforehand.

At their request, the Treasurer and the General Secretary may be members of committees.

 

ARTICLE 20: Committees

On the basis of the Officers' opinion, working committees may be appointed to carry out investigations.

The procedures regarding their appointment and their duties are defined in the Internal Rules and Regulations.

 

ARTICLE 21: Dissolution

The Association may be dissolved, on the basis of a proposal of the Board of Directors, by an Extraordinary General Meeting convened for this purpose, if two-thirds of the members represented so decide.

This Extraordinary General Meeting shall decide on the sharing out of the Association’s assets and shall appoint a committee responsible for its liquidation.  The assets shall in no event be distributed among the Association’s members.

 

These Articles of Association were approved by the Extraordinary General Meeting dated July, 7th.