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
E-mail : syndicat@antiquaires-sna.com

ARTICLE 1  : Name – Duration – 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 together, in accordance with the provisions of Chapter I of Book IV of the Labor Code, 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 offices are located at 17, boulevard Malesherbes, Paris (VIIIe). They may be transferred elsewhere by decision of the Board of Directors.

ARTICLE 2 :Purpose

 The Association’s purpose is:

-          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 the disputes submitted to it;

-          to centralize and provide all the information gathered, both in France and abroad, apt 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 competent
           Administrations;

-          to create and join all organizations useful for furthering the Profession

-          to organize and take part in all artistic or commercial exhibitions apt 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 the various employers associations and associations which are of interest to the Profession:

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

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

ARTICLE 3: Conditions concerning admission of members

Membership in the Association may be extended to any individual who is a dealer of fine art objets or collector’s items, furniture, old or modern paintings, curiosities or related branches, to the exclusion of public auction companies and their employees.

An individual may become a member as an individual or as a representative of an entity if he makes a request to this effect, on condition :

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

- he has not been deprived of his civil rights;

- he is sponsored by two members of the Association not sitting on the Board of Directors, at least one of whom works in the applicant's speciality, who shall have to sign his membership application form and guarantee his trustworthiness and his professional knowledge and skills;

- he undertakes:

. to sign the text of the practices and customs of the profession established by the Syndicat National des Antiquaires;

. to pay the annual dues.

The Board of Directors is to make a decision on admission of the new member.  The board's decision does not have to give reasons, and is not subject to appeal.

ARTICLE 4: Categories of Members

Dealers active on the date of payment of their dues are members of the association.

Further to a decision of the Board of Directors, former dealers so who 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 must conform to the By-laws and to all of the decisions made by the Association.

He must respect the provisions laid down in the internal rules and regulations.

He must behave fairly vis-à-vis the Association and not perform any act that could cause prejudice to the Association directly or indirectly.

He must pay the annual dues as set by the Board of Directors.

He must inform the Association of any notable change in his professional status within one month following the modification.

The Association shall apply, to the benefit of its members, all means necessary to development of the profession that it represents and to defence of its interests.

An information form, developed by the Association, is sent to each of its members.

The members will be entitled to call on the Association in connection with any difficulties they encounter in carrying on their professional activity.

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

ARTICLE 6: Resignation or striking off of a member

Any member is free to resign whenever he wishes.

Any resignation must be sent in writing to the President.

Notice thereof is taken by the Board of Directors.

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

Lack of payment of dues by a member on December 31 of the year one month after dispatch of a warning that has produced no effect entails automatic resignation from the Association.  The automatic resignation is pronounced by the Board of Directors.

The Board of Directors may strike off a member of the Association in accordance with the procedure mentioned in article 7 in case of serious shortcomings.

ARTICLE 7: Disciplinary sanctions

1. The Board is authorised to pronounce a disciplinary sanction against any member, under the conditions laid down in the internal rules and regulations:

a)       who no longer meets the conditions for admission,

b)       who has committed an act undermining the Association’s interests or violating its “practices & customs”.

2. The disciplinary sanction pronounced may be:

-   either a warning,

-   or permanent or temporary exclusion with or without deferment.

3. Procedure:

-    the party concerned shall be convened beforehand by the President and/or one or several members of the Board of Directors he appoints for this purpose.

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

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

-    if, in light of the explanations provided, the President decides to pursue the disciplinary procedure, he shall convene the party concerned before the Board of Directors, allowing him a period of at least one month to prepare his defence.

-    the party concerned may be assisted by the Advisor of his choice, both during the preliminary procedure before the President and/or his representatives and, as the case may be, before the Board of Directors,

-    the Association, on its side, may be assisted by an Advisor who shall not be entitled to vote.

-    the decision must be motivated.

All members who have resigned or who are struck off lose all their rights to the Association’s assets.

ARTICLE 8 – Association's operation

The Association’s bodies are:

a)       the General Meeting

b)       the Board of Directors

c)        the Officers

ARTICLE 9: General Meetings

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

It must be convened at least once each year.

It is chaired by the Association President or, in his absence, by one of the Vice-Presidents or by the General Secretary.

The notices must be sent at least two weeks before the meeting.

Notices of the meeting must mention the agenda set by the author of the notice.

The General Meeting deliberates on all items on the agenda.

Matters not mentioned in the agenda may not be subject to a vote.

ARTICLE 10 : Ordinary General Meetings

The Ordinary General Meeting hears the report concerning the Board's work and decisions and the presentation of the Association's financial situation, and it approves the accounts for the past financial year.

It designates an Auditor and a Deputy Auditor from among the professionals appearing in the list established by virtue of decree n° 69-810 of 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 from the close of each yearn for purposes of ruling on the financial statements for said year. The agenda is drawn up by the Board, which may include in it the proposals received before January 31. Any proposal sent to the Association no later the February 15 shall automatically be included in the agenda if it is signed by one-fourth of the members.

Appointment of the Directors:

During the last quarter of all even years, the general meeting is convened for purposes of electing the directors.

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

If equal numbers of votes prevent the filling of all positions, a new vote of the members by mail and/or by electronic mail shall be organized within one month.

ARTICLE 11 : Extraordinary General Meeting

The following fall within the field of jurisdiction 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 modifications of the by-laws.

Extraordinary General Meetings may be called at the request of at least one-third of the members or of the President and of our 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 reached.

If the quorum is not reached, 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.

ARTICLE 12: Voting conditions

Voting by mail or by electronic mail is accepted.

Vote by proxy (power of attorney) is also authorised.

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

No member may hold more than two proxies.

ARTICLE 13: Board of Directors – Appointment – Term Duration

The Association is administered by a Board consisting of a maximum of 17 members.
The Association members meeting the following conditions are entitled to submit their candidacies as members of the Board of Directors:

-    they must have been an Association member for at least 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 is to acknowledge receipt thereof, no later than September 15..  Outgoing members are eligible for reappointment.

The members of the Board of Directors are elected for two years.

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

ARTICLE 14: Board Of the Board of Directors

The Board administers the Association.

It determines the Association's general policy.

It rules on the admission of new members. It initiates any procedures of exclusion. It presents the candidates who seem to it to be best able to exercise the functions representative of the profession in the various organizations.

It sets the amount of the financial obligations of the members.

It sets the amount of the financial obligations of the members.

It prepares the resolutions to be submitted to the General Meeting.

On the proposal of the Officers :

The Board of Directors makes any decisions or takes any measures, provided these are within the limit of the Bylaws and of the goals it has set for itself. It decides on the expenses necessary to the implementation of its action.

It votes on the budgets relating to the functioning of the Association, of the Biennale des Antiquaires and of the Salon du Collectionneur or of any other event organized in the context of its activity.

It appoints the members of the committees charged with accepting objects for the Biennale des Antiquaires and the Salon du Collectionneur or any other event organized in the context of its activity.

It sets the list of exhibitors at the Biennale des Antiquaires and of the Salon du Collectionneur or at any other event organized in the context of its activity.

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

ARTICLE 15: Functioning of the Board of Directors

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

The number of Board meetings is unlimited, and at least six shall be held per year.

The Chairman (or if he is unable to act, one of the Deputy Chairman) 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 tie vote, the Chairman holds a casting vote.

Voting by proxy (power of attorney) or by mail is prohibited.

ARTICLE 16 : Conditions of appointment of The Officers

The Board of Directors meets within three days from its appointment for purposes of electing its Officers.

The Officers are elected for a two-year term by secret ballots 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.

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 Delegate at large

There are also elected an alternate General Secretary and an alternate Treasurer who participate in meetings of the Officers only in case of default of the permanent Officer.

ARTICLE 18 – Duties of the Officers

The officers manage the Association in compliance with the bylaws and the decisions of the Board of Directors.

They prepare the budgets relating to their functioning of the Association and of any event or exhibits organized in the context of its activity.

They draw up the list of the member or the committees charged with accepting objects for any exhibits organized by the Association in the context of its activity.

They draw up the list of the participants in the exhibits organized by the Association.

The budgets, the composition of the committees charged with accepting objects and the list of the participants are subject to approval by the Board of Directors.

In an emergency incompatible with the convening of a Board meeting, they may render a decision made necessary by an extraordinary event.

ARTICLE 19: Role of the Officers

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

He represents the Association in all acts involving third parties, public administrations and the court.

He executes the Board’s decisions.

He orders expenditures and sees to the recovery of sums.

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

He is a legal member of all Committees, and has the casting vote in the event of a tie.

He is assisted in his various duties by the General Secretary and the Representative.

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

The General Secretary is the President’s assistant. Each year, he presents to the General Assembly a report on all work performed. This report must have the prior approval of the Board.

The Treasurer is responsible for collecting dues and paying expenses, after the Chairman has approved them.

He opens and operates all accounts and deposits of securities or cash, under the President’s control.

Each year, he 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 become members of the Committees.

ARTICLE 20: Committees

On the basis of the officers' opinion, working committees may be appointed to make precise studies. 

The procedures regarding their appointment and their assignment are to be defined in the internal rules and regulations.

ARTICLE 21  - Dissolution

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

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

These bylaws were approved by the Extraordinary General Meeting of September 17, 2007. They were registered on May 19, 2008.