Association declared by the law of 1901, July 1st and decree of 1901, August 16th
Article 1 – NAME OF THE ASSOCIATION
An association is hereby created between the parties to these articles of association, governed by the amended law of July 1st, 1901, having for title: Tsarà.
Article 2 – OBJECT
Tsarà aims to promote a policy for assistance, support and guidance to people suffering from renal insufficiency in Madagascar, and for reducing inequalities of treatment and care.
The goal is to slow the progression of the disease, and to sustain this program, which will not be restricted to the only renal insufficient people on the long term.
- Organised consultations with a task force composed of caregivers: nurses, families, medical teams, psychologist…;
- The delivery of first treatments in order to slow the progression of the disease, and for prevention;
- The delivery of dialysis machines to main cities of Madagascar, not limited to Antananarivo (must be followed by a training for the medical team regarding the use and maintenance of the dialysis machines);
- The training of surgeons and nephrologists on transplant methods;
- The organ donation awareness (post-mortem and live donation);
- The fundraising, management of funds provided by public and private partners, as well as patronage;
- The creation or development or management of accompaniment service for salaries, patients (and their family);
are part of the values defended by Tsarà.
Article 3 – HEAD OFFICE
The head office is located at: Tsarà – Lieu-dit les Trèces – Les Berrades – 69790 Azolette – France.
It may be transferred by simple decision of the Board of Directors.
Article 4 – DURATION
The duration of the association is unlimited.
Article 5 – MEMBERSHIP
Tsarà shall be governed by the law of July 1st 1901, et by the present by-laws after approbation from the Board of Directors. It shall consist of:
- Honorary members are the doctors, legal entities (hospitals…) and natural persons who have served or performed services for Tsarà. They do not have the right to vote and will not be liable for any annual membership;
- Benefactor members are the donors, funders and volunteers;
- Active members are the persons who share the values of the member Charter and the association’s purpose, who take part of the association’s activities and are liable to annual membership.
All form of political, philosophical, religious or sectarian proselytism, is not allowed in the meetings of the Bureau, the Board of Directors and General Assembly.
Article 6 – ADMISSION
The admission of active members is decided by the Board of directors on the basis of the member Charter. In order to be part of Tsarà, formal acceptance must first occur by the Board, which decides about the presented admission requests during its meetings.
In the event of an emergency noticed (all situation that have the potential to endanger lives, property or material of Tsarà), the Board of Directors or the Bureau of the association take immediate decisions to be imperatively applied for this matter.
Article 7 – MEMBERS – CONTRIBUTION
- Active members or members are those that pay a €15 annual membership fee as a contribution.
- Honorary members are those having rendered services to the Association, they are not liable for any contribution.
- Benefactor members are those that pay a higher entrance fee than €30 and an annual contribution (€15), fixed each year by the General Assembly.
The amount of the contribution and the entrance fee are fixed each year by the General Assembly. This amount is fixed by the article 6-1° of the law of July 1st 1901, amended by the law n°48-1001 of June 23rd 1948.
Article 8 – EXCLUSION
Membership can be lost through: resignation, death or dismissal pronounced by the board of directors for not paying the fee or for a serious offence, the interested party having been invited by registered mail, to provide explanations in front of the board of directors or in writing.
Tsarà’s membership can be lost:
- through resignation notified by registered letter to the President of the Association. The resignation shall become effective on the day of receipt of the registered letter;
- through the dismissal pronounced by the board of directors for not paying the annual fee or for a serious offence, the active member having been invited by registered mail to provide explanation;
The member can appeal against this decision in front of the General Assembly of the association. He must do so by registered 30 days in advance of the following general meeting.
The excluded member shall be notified by registered letter within the 15 days of the decision.
The following shall be regarded as serious offence:
- breach of the association’s guidelines or willful infringement to the aims pursued by the association;
- breach or infringement of the democratic and statutory regulation;
- refusal to comply with the decision voted at the general meeting of the association;
- defamation of the association or its representatives, moral or material prejudice;
- member charter’s violation.
In any case, excluded members for serious offence can appeal in front of the association as a last resort.
Article 9 – AFFILIATION
Tsarà may join or become member of other associations, unions, groups or trusts by a resolution of the Board of Directors.
Article 10 – LIABILITY OF MEMBERS
None of the members of Tsarà shall be personally liable in respect of commitments entered by the association. The liability of the association shall be limited to the association’s assets.
The responsibility for the management lies with the members of the Board of Directors and members of its Board, and subject to the appreciation of the courts.
Article 11 – RESOURCES
Tsarà’s resources consist in:
- The amount for entrance fees and contributions;
- The State, Department and Borough Councils’ subsidies;
- Any other resources authorized by the laws and regulations.
Article 12 – ORDINARY GENERAL MEETING
- The Ordinary General Meeting comprises all members of Tsarà whatever their status is.
- At least fifteen days prior to the date set, the Secretary convenes the members of the association. The agenda will be stated on the convocations.
- The president, assisted by members of the board, chairs the assembly and makes a statement on the moral situation of the association.
- The Treasurer submits an account of his management and submits the annual accounts (balance sheet, income statement and notes) for approval by the Assembly.
- The General Assembly shall determine the amount of membership fees and entrance fees to pay by the different member categories.
Only the issues on the agenda shall be addressed.
- Decisions are made by a majority vote of members present or represented. At the end of the agenda, the Assembly shall proceed to the renewal of the outgoing Board members.
- All resolutions of the General Meeting shall be taken by a show of hands, except for the election of the members of the board of directors.
- All decisions of general assembly meetings apply to all the members, including those who were absent or represented.
Article 13 – EXTRAORDINARY GENERAL MEETING
If needed or upon the request of half the enrolled members, the President may call an extraordinary General Assembly, in accordance with the present by-laws and only for amendments of the by-laws or dissolution or for acts dealing with immovables.
The procedure for the convening are the same as for the Ordinary General Meeting.
Deliberations are taken at the majority of the members present or represented.
Article 14 – BOARD OF DIRECTORS
The Association is governed by a Board of Directors consisting in three members, elected for one year by the General Assembly. The members may be reelected.
No one may be considered as part of the Board if not of full age.
The Board is renewed each year in equal parts, on the first year, the outgoing members shall be selected by means of a draw.
In the event of vacancies, the board of members provides temporarily for the replacement with its members. Their permanent replacement is proceeded with at the following General Meeting. The powers of members elected in this way come to an end with the termination of the mandate of the members that they replace.
The Board of Directors meets at least once every six months, upon notice by the President or at the request of at least one-quarter of members.
Decisions are taken by a majority of votes; when there is equality of votes, that of the president prevails.
Any member of the Board of Directors who, without excuse, misses three consecutive meetings, shall be regarded to have resigned.
The Board of Directors may delegate the signature of pay cheques to the Treasurer, President and Secretary.
Article 15 – BOARD
The management board of Tsarà shall elects amongst its members, a Board consisting in:
- A president: Tiana Rakotonirainy
- A vice-president: Dominique Rabearivelo
- A secretary and a deputy secretary: Carole Valisolalao, Claire Guillot (deputy secretary)
- A treasurer and a deputy treasurer: Florent Christ, Ravo (deputy treasurer)
Article 16 – ALLOWANCE
All the duties, including those of the Board of Directors and the Bureau are honorary and free of charge.
Only expenses caused by the execution of the mandate may be reimbursed upon presentation of a receipt.
The financial report presented to the Ordinary General Assembly must mention, for each beneficiary, any reimbursements of mission expenses, direct travel costs or representation expenses.
Article 17 – INTERNAL REGULATIONS
Rules of procedure to be followed within the association may be designed by the board of directors, and then approved by the General Meeting. Any rules of procedure which may be introduced are designed to settle the various points not provided for by the present by-laws, in particular those relating to the internal administration of the Association.
Article 18 – DISSOLUTION
In case of a dissolution pronounced, one or several liquidators are appointed, and the assets, if any, are devolved as provided by the decisions of the Extraordinary General Assembly which carries out the dissolution.
Article 19 – DONATIONS
The annual report and annual accounts, as stated in Article 11 (included those from local committees), are sent annually to the prefect of the department. The association promises to present its registry and accounting documents on request of administrative authorities, concerning its use of such subsidies or donation, that it would be allowed to receive, permitting visit of such offices by relevant authority representatives, and to account for their functioning.