Lebanon is going through an extremely serious crisis which is affecting the living conditions of its population in the long term, both in Lebanon and abroad. The causes of this degradation are multiple: the perversion of its political system by clientelist and predatory practices, in an environment of regional tensions which divide and weaken the country; hosting hundreds of thousands of refugees from neighboring countries, now constituting more than a third of its population and further weakening the economic and social balance. The state, already absent from several vital areas, has been in default since March 7, 2020. The banking system is in crisis, with de facto capital and exchange controls. The national currency is strongly devalued. The immediate consequence is a virtual paralysis of the economy, mainly based on services and tourism, and therefore the destruction of jobs and the reduction or suspension of wages affecting hundreds of thousands of people. Living conditions have deteriorated in proportions that have not been observed in Lebanon since the terrible famine that occurred during the war of 1914-1918. In fact, the poverty rate now stands at over 50% of the population, and entire families find themselves in great precariousness, at the mercy of all the manipulations and temptations of radicalization that this state generates. In addition, those who have parents or children abroad can no longer help them. Lebanon is today, and for a period that promises to be long, threatened in its essence, its model of cohabitation and respect for the fundamental rights of its inhabitants. These findings have led a group, formed at the initiative of the Franco-Lebanese Chamber of Commerce, to establish this endowment fund.
Article 1 – CONSTITUTION – NAME It is constituted, by the signatories of these statutes, an endowment fund governed by Law No. 2008-776 of August 4, 2008 and its implementing decrees. The endowment fund is called: Endowment Fund France – Lebanon The date of creation within the meaning of this article is the date of publication in the Official Journal of the declaration made to the Préfecture des Hauts de Seine. Article 2 – PURPOSE The purpose of the endowment fund is to promote and carry out, directly or indirectly through other non-profit organizations, any initiative of general interest allowing:
- to preserve the basic needs of the individual, by aiming to:
- any Lebanese national residing in France or Lebanon;
- any person of Lebanese mother or father residing in France or Lebanon;
- any French national residing in Lebanon.
- and promote and preserve essential Lebanese public goods by aiming to:
- Cultural Heritage ;
- environmental heritage;
- the economic environment.
In particular, and without being exhaustive, the fund may:
- grant aid for food or social purposes, in kind or in cash;
- helping to provide drugs, supplies, small medical materials or equipment;
- grant scholarships, honorary loans and guarantees to students;
- develop or support vocational training for destitute people in need of reorientation;
- support French-speaking education in Lebanon, in both denominational and secular schools, if necessary through digital access to training;
- provide support for any cultural, scientific or educational operation;
- promote the Francophonie to the Lebanese community;
- promote Lebanese culture to the French community;
- participate in the preservation of heritage and protection of the environment;
- finance studies or actions intended to preserve endangered professions;
- advise or support individuals to start a business and companies to develop, in areas of general interest;
- promote education, Lebanon’s main asset by promoting the knowledge economy;
- promote the creation or development of companies whose activity is compatible with the purpose of the fund.
The endowment fund will collect and organize private financing for its action. The endowment fund may also perform any act necessary for its operation and, generally, may undertake all operations related or ancillary to the above object, or likely to facilitate its achievement. Article 3 – MODES OF ACTION The endowment fund will develop, organize and implement all activities in accordance with its corporate purpose, and to this end may:
- collect the funds necessary for its action, by resorting to sponsorship in all its forms from founders or third parties;
- make donations or subsidies directly or through any organization of general interest having the same object or an object not contradicting that of the endowment fund;
- finance the organization of events (prizes, awards, etc.) and events (exhibitions, shows, conferences, etc.);
- carry out public information actions (in particular editions of journals, books, brochures, mailings, websites, and more generally anything written in connection with its activity) under the conditions governed by the tax legislation in force regulating dotation funds ;
- develop partnerships with any organization of general interest carrying out similar, related or complementary activities;
- use any other means authorized by the legislation in force.
Article 4 – REGISTERED OFFICE The registered office of the endowment fund is located at: 60 avenue Charles de Gaulle, 92200 Neuilly sur Seine It can be modified by simple decision of the board of directors of the endowment fund. The transfer of the headquarters outside the jurisdiction of the prefecture of origin will be the subject of publicity in the forms required by the regulations. Article 5 – DURATION The endowment fund is created for an unlimited period. Article 6 – FINANCIAL YEAR The financial year begins on January 1 of the year and ends on December 31 of the same year. As an exception, the first financial year will begin on the date of publication in the Official Journal of the declaration made at the prefecture and will end on December 31, 2021.
Article 15 – Role and composition The board of directors may request the assistance of any person willing to provide voluntary assistance, contacts and ad hoc operational assistance in order to achieve the objectives of the endowment fund. The persons thus approached can join the group entitled “Society of Friends of the France Lebanon Endowment Fund” placed under the supervision of the Board of Directors. The annual report of the endowment fund mentions the support given by members of the society of friends of the endowment, unless those concerned object.
Article 7 – QUALITY OF FOUNDER The first two founders are:
- the “Franco-Lebanese Chamber of Commerce” (CCFL), an association governed by the law of July 1, 1901, registered with the Hauts de Seine Prefecture under number W133012763, and having number SIRET 782 834 725 00064, which is at the initiative of the endowment fund;
- the Franco-Lebanese Association of Computer Professionals (AFPI), an association governed by the law of July 1, 1901, registered with the Prefecture of Paris under number W391000264.
In addition, a maximum of two other members may acquire the status of founder (s) within six months of the publication of the statutes. This quality will be acquired by unanimous decision of the first two founders. Article 8 – ATTRIBUTIONS OF THE FOUNDERS The first founders create the endowment fund. They appoint the first board of directors, the names of whose members appear in the Appendix to these statutes. The founders give their opinion on ethical or legal aspects relating either to legislative changes or to operational issues of the endowment fund. The founders have no specific responsibilities in the day-to-day and administrative management of the endowment fund.
This initial capital endowment is made up of a cash sum of 15,000 EUR (fifteen thousand euros) and will be increased annually by the proceeds of donations, gifts and bequests granted without specific allocation by the founders and third parties, natural or legal persons. . The CCFL also undertakes to provide the endowment fund with the remainder of the collection of donations carried out between March and June 2020 as part of the one-off aid scheme for Lebanese students in France, which amounts to this day. to 12,000 €. This amount will primarily be allocated for the benefit of Lebanese students in France. All donations in kind entering into the endowment fund are subject to an inventory indicating their allocation. This inventory is regularly updated. The endowment fund can only accept a donation with an induced financial burden on the condition that the latter complies with its purpose referred to in Article 2 of these statutes. The initial capital endowment as well as the additional annual endowments (that is to say the annual gifts granted such as donations and bequests) are consumable at any time, in part or in full, for the purposes of the execution. the purpose of the endowment fund referred to in article 2 of these statutes. In the event of an endowment in kind by a donor or legator, this consomptibility may lead, where appropriate, to the disposal of the property subject to the donation or bequest by the endowment fund. However, with regard to real estate, the directors must comply with the stipulations of the internal regulations referred to in article 16 of these articles of association. Article 10 – Advisory investment committee As soon as the amount of the endowment exceeds one million euros (1,000,000 EUR), an advisory investment committee will be set up in accordance with the provisions of this article. 10.1. Composition The investment committee of the endowment fund comprises three qualified persons, particularly competent in the field of financial management, appointed by the board of directors. The members of the investment committee are appointed for three (3) years. Their mandate is renewable once. The Chairman of the investment committee is appointed by the Chairman of the board of directors after consulting the board of directors. In the event of a vacancy for any reason whatsoever or loss of the capacity in respect of which a member of the investment committee has been appointed, the latter will be replaced for the duration of the term of office remaining to run by a member appointed by the President of the endowment fund until the next meeting of the board of directors, with the latter then approving the name of the replacement. Any member of the investment committee who has missed three consecutive meetings without having previously informed the Chairman of the investment committee, justifying a legitimate reason, will be declared automatically resigning by the board of directors, upon proposal of the investment committee, ruling out of its presence and after the interested party has been placed in a position to present written or oral observations. The personalities chosen to sit on the investment committee must draw up on their entry into office and upon renewal of their mandate a declaration of interests which is submitted to the board of directors and which must be updated once a year. No member of the investment committee may participate in a deliberation if he is in a situation of conflict of interest. The members of the investment committee perform their duties free of charge. The costs incurred by this may give rise to reimbursement, upon production of supporting documents. 10.2. Meetings and modalities of operation The investment committee meets at the request of its Chairman, whenever it deems necessary, and at least once a year. The Chairman of the committee convenes each member by simple letter or electronic mail with follow-up of receipt sent at least fifteen days before the meeting is held. The notice specifies the meeting agenda jointly agreed by the Chairman of the investment committee and the Chairman of the board of directors, as well as the place, date and time of the meeting. The Committee can deliberate regardless of the number of members present or represented. Participation and votes by teleconference and videoconference are permitted; the same is true of postal votes. The participation in the committee of all of its members purges any irregularity in the convening. Members of the investment committee are required to attend meetings in person. If unable to attend, a member may be represented by another member of the investment committee duly authorized for this purpose. However, each member can only have one power. The Chairman of the Board of Directors attends the meetings of the committee, if he wishes. He has a consultative voice. The opinions, recommendations, studies and expertises of the investment committee are adopted by a simple majority of votes. Each member of the committee has one vote. In the event of a tie, that of the Chairman of the committee is decisive. Minutes of committee meetings are kept, which are signed by the Committee Chairman and by the meeting secretary appointed by the Committee Chairman at the start of the meeting. The minutes of the meetings are sent to the board of directors of the endowment fund within two (2) weeks. 10.3. Attributions The investment committee proposes an investment policy to the board of directors. It gives opinions, formulates recommendations, proposes studies and expertise. He is responsible for ensuring, in conjunction with the Chairman of the Board of Directors, the proper application of the investment policy led by the Board of Directors of the endowment fund in accordance with the purpose defined in Article 2 of the present statutes. The activity report of the endowment fund is submitted to the investment committee before transmission to the board of directors and its opinion must be appended to it when it is presented to the Board. Article 11 – OTHER RESOURCES In addition to the share of the consumption of the endowment fund’s capital endowments under the conditions provided for in Article 9 of these statutes, the endowment fund’s resources may in particular consist of:
- interest and income from property and securities belonging to the endowment fund or capital from savings made on its annual endowments;
- proceeds from goods sold by the endowment fund;
- income from activities authorized by the statutes;
- proceeds from gifts;
- income from compensation for service rendered;
- all other resources authorized by law.
The endowment fund freely disposes of its resources within the limits of its corporate purpose.
Article 12 – THE BOARD OF DIRECTORS The endowment fund is managed by a board of directors, the first directors of which are appointed, for the first term to run, by the founders, in accordance with article 8 of these statutes. 12.1. Composition The board of directors is made up of three colleges:
- The college of founders.
- The college of partners.
- The college of qualified personalities.
Each college is made up of a maximum of five administrators.
- The college of founders.
The founders are ex officio members of the board of directors. The CCFL has two seats. AFPI has a seat. The other founders will each have one seat upon their integration. At the end of the six-month period referred to in Article 7 of these statutes and in the absence of a third founder:
- the Franco-Lebanese Chamber of Commerce may appoint a third representative to the board of directors;
- AFPI may appoint a second representative to the board of directors.
The founding members appoint or revoke their representative (s).
- The college of partners.
The college of partners welcomes patrons or representatives of patrons or institutions who undertake to support the fund’s action, if possible on a multi-year basis. An agreement formalizes their commitment. The directors proposed by the partners are co-opted by the members of the board of directors.
- The college of qualified people.
Qualified individuals, chosen for their expertise or for their role as influencers, are co-opted by the members of the board of directors on the proposal of its Chairman or by one third of the members of the Board. In the event of a vacancy of a non-representative director’s post of a founder, linked to a cause mentioned in paragraph 1 of article 12.4 of these statutes, the board of directors may fill the vacant post. A director is thus co-opted for the term of office of his predecessor remaining to be completed. Unless the Board of Directors decides otherwise by a qualified majority, the directors are volunteers. Any remuneration paid must comply with the internal regulations and remain within the limits allowing to characterize the disinterested management, that is to date three-quarters (3/4) of the monthly minimum wage. The directors may individually or collectively waive this compensation. In any event, reimbursement of expenses incurred for the performance of their duties is possible upon presentation of supporting documents, in accordance with the Internal Regulations. The board of directors elects from among its members a president and, if its composition allows it, a vice-president, a secretary general and a treasurer. Candidates for the presidency are proposed by the college of founders and the firstpresident is appointed by the Franco-Lebanese Chamber of Commerce. 12.2. Chairman of the Board of Directors President :
- directs, organizes the work and ensures the proper functioning of the board of directors;
- is delegated to the execution of the decisions of the board of directors: to do this, it assumes, under its responsibility, the day-to-day management of the endowment fund and ensures its representation in its relations with third parties and in all acts of life civil;
- ensures consistency in the communication of the endowment fund;
- establishes the activity report of the endowment fund and submits it for opinion to the investment committee, if the latter exists, before presenting it for the approval of the board of directors;
- prepares and executes the budget for the endowment fund.
In the event of a tie in the votes on the board of directors, the Chairman’s vote is decisive. 12.3. Renewal of the board of directors and of its chairmanship The seats on the board of directors belonging to partner colleges and qualified individuals will be renewed every three (3) fiscal years and their holders may not exercise more than two consecutive terms. The natural persons representing the founders may not sit for more than six consecutive full financial years. At the invitation of the board of directors, one or more partners, linked by agreement to the endowment fund, may be required to designate the natural person whose application will be submitted for co-option within the board of directors as part of the college of partners. The college of qualified personalities is renewed by co-option. The President announces, before the opening of the ballot, the candidatures he has collected. After the renewal of the members of the partner colleges and qualified persons, the board of directors elects its president, a vice-president, the secretary general and the treasurer. The endowment fund is required to notify the administrative authority within three (3) months of all changes in its administration, including changes of members and changes of address of the head office. 12.4. Termination of functions of members of the board of directors The functions of members of the board of directors of the endowment fund end by:
- definitive prevention;
- dismissal by the board of directors;
Any resignation is addressed in writing to the President of the endowment fund. Any member of the board of directors who has missed three consecutive meetings without having previously informed the Chairman, justifying a legitimate reason, will be considered as having resigned from his duties. The board of directors may exclude, by a qualified majority, and with due regard for the rights of the defense, one of its members who have been the subject of an infamous conviction, having forfeited their honor, no longer enjoying their civil and political rights, the private or public conduct of which would be of such a nature as to harm the endowment fund, to undermine his dignity or reputation or which has caused him moral or material damage or having contravened the stipulations of article 14.2 . of these statutes. The person concerned will not take part in the vote. This stipulation also applies to the representatives of the founding members. With the exception of the above, ex officio members of the Board of Directors can under no circumstances be considered as resigning or be subject to dismissal. 12.5. Powers of the board of directors The board of directors is vested with the broadest powers to make all decisions relating to the management and administration of the endowment fund, and in particular:
- It decides on the endowment fund action program in accordance with the internal regulations of the endowment fund referred to in Article 16 of these statutes;
- It approves annually the report on the moral and financial situation prepared by the President of the endowment fund;
- It votes on the budget and its modifications as well as the personnel forecasts;
- He receives, discusses and approves the accounts for the closed financial year which are presented to him by the treasurer with supporting documents;
- It accepts donations and bequests, authorizes acquisitions and disposals of movable and immovable property, markets, leases and rental contracts, the constitution of mortgages and loans as well as sureties, endorsements and guarantees granted in the name of the dotation funds ;
- Il peut désigner un ou plusieurs commissaires aux comptes choisis sur la liste mentionnée à l’article L. 822-1 du Code de commerce ; la désignation d’un commissaire aux comptes titulaire et d’un suppléant est obligatoire si, en fin d’exercice, le montant des ressources du fonds de dotation dépasse dix mille euros (10 000 EUR) ;
- It sets the rules for staff recruitment and remuneration and approves any contracts for the provision of staff;
- It is kept informed by the Chairman of any draft agreement committing the endowment fund and deliberates on agreements falling within the scope of Article L. 612-5 of the Commercial Code; in this case, it is pronounced without the presence of the person concerned;
- It authorizes the President to take legal action;
- It freely takes any decision relating to the development of projects;
- In particular, it takes decisions relating to the management and conservation of the endowment fund’s assets and, in particular, those relating to the use of funds and the leasing of the premises necessary for the achievement of the purpose of the fund. endowment funds, when they exceed the approved budget;
- It ensures the sustainability of the income from its assets and ensures the availability of its reserves for the purpose of maintaining its assets;
- It rules on any useful modification of the statutes;
- It decides on the dissolution of the endowment fund.
12.6. Board of Directors meetings The board of directors meets whenever necessary, and at least twice a year, when convened by the Chairman or at the request of at least half of the directors. Meetings are held at any place specified in the notice. The convocations are sent by the President, by simple letter or by electronic mail with follow-up containing the agenda, at the latest eight (8) days before the scheduled date. In case of urgency and with the agreement of the directors, notices may be sent within a time limit that does not apply to that indicated above. An attendance register is kept which is signed by the directors attending the meeting. The board of directors can validly deliberate and its convocation is valid regardless of the time and form used, provided that the quorum of half plus one of the directors is assured. Proxy voting is permitted, but no one may hold more than one (1) mandate outside their own. Mandates can only be delivered to another director. Participation and votes by teleconference and videoconference are permitted; the same is true of postal votes. The participation in the board of all of its members purges any irregularity in the convening. Any director who cannot be present at the meeting to which he is invited undertakes to notify the Chairman of the endowment fund before the meeting is held. The board of directors may call upon, in an advisory capacity, persons likely to enlighten it on a subject on the agenda. In the absence of the Chairman, the oldest director present will chair the meeting. 12.7. Validity of decisions Each member of the board of directors has one vote. However, if a member of the board of directors has a conflict of interest in relation to a project, he will abstain from voting during the deliberation on the said project. The same applies when the board decides on his remuneration. Sauf stipulation contraire des présents statuts, le conseil d’administration délibère à la majorité simple des administrateurs présents ou représentés. The same applies when the board decides on his remuneration. In addition, the concept of qualified majority consists of two thirds of the members present or represented. The decisions of the board of directors are only regularly taken in the presence of at least half of the directors. When this quorum is not reached, the directors are convened fifteen (15) days later with the same agenda. At this second meeting, the board of directors deliberates by simple majority, regardless of the number of directors present or represented. By way of exception, the board of directors deliberates on changes to the articles of association and the dissolution of the endowment fund by a specific qualified majority of two-thirds of the members of the board, including the favorable vote of the first founder. Article 13 – ADMINISTRATIVE AND OPERATIONAL FUNCTIONS The fund may use services intended to ensure its administrative or operational management, under the authority of its Chairman or its Secretary General. These services will be put to the vote of the board and remunerated in the form of fees, salaries or internship allowances. Article 14 – RESPONSIBILITY – OBLIGATIONS OF THE FOUNDERS AND DIRECTORS 14.1. Responsibility Subject to the possible application of legal provisions relating to collective proceedings and criminal business law, the endowment fund’s assets are solely responsible for the commitments made in its name and on its behalf, without the founders and / or one or several of its directors cannot be held personally responsible for these commitments. 14.2. Obligations Founders and directors have a general duty of discretion and loyalty to the endowment fund. Whether natural or legal, these persons undertake not to say anything publicly and not to commit any action liable to harm the image and the activities of the endowment fund.
Article 16 – PURPOSE AND CONTENT The internal regulations will include in particular:
- where applicable, the amount of the remuneration of the first members of the board of directors;
- the terms of sale of real estate provided as an endowment to the endowment fund and, where applicable, the allocation of the proceeds of these sales.
The rules of procedure will be drafted in the first year of the endowment fund. It will then be amended or supplemented annually by the Board of Directors, by a decision taken by qualified majority, as the endowment fund develops and the possible need to specify the various operational aspects governing this development. A charter will specify the values which governed the creation of the endowment fund. All directors will join them individually in the performance of their duties.
Article 17 – ACCOUNTING AND SOCIAL ACCOUNTS Regular accounts are kept of the activities and annual operations of the endowment fund, in accordance with the standards laid down by the general chart of accounts and the accounting rules and practices applicable to the activities of the endowment fund. A balance sheet, income statement and appendices are drawn up after each financial year. Exceptionally, the first financial year will end on December 31, 2021. Article 18 – STATUTORY AUDITORS The Board of Directors may, on its own initiative or in order to meet legal requirements, appoint a permanent auditor and a deputy auditor. They are then appointed for a period of six (6) financial years and exercise their control mission under the conditions defined by law and those provided for by the standards and rules of their profession.
Article 19 – DISSOLUTION – LIQUIDATION In the event of voluntary dissolution, the Chairman of the Board of Directors is responsible for liquidating the assets of the endowment fund. In the event of judicial dissolution, the judicial authority appoints one or more liquidator (s) responsible for carrying out the liquidation operations. The net assets (or liquidation surplus) of the fund will, on its liquidation, be transferred to another endowment fund or to a foundation recognized as being of public utility whose projects correspond to the object of this endowment fund or failing that , at the Fondation de France. If this is not possible, this net asset (or liquidation bonus) of the fund will be transferred in accordance with legal provisions. Under no circumstances may the founders and administrators of the endowment be allocated any part of the endowment fund property. In the event of the voluntary dissolution of the endowment fund, the President is responsible for carrying out the declaration formalities and in particular for ensuring the publication of the dissolution in the Official Journal after approval by the board of directors. En cas de dissolution judiciaire, elle incombe au liquidateur désigné par l’autorité judiciaire.
Article 20 – DECLARATION ET PUBLICATION The board of directors gives its Chairman an express mandate to complete the reporting and publication formalities provided for by Law No. 2008-776 of August 4, 2008 and its implementing decrees. These statutes were approved on July 3, 2020. They were drawn up in triplicate, two of which were for the declaration of incorporation and one for the endowment fund. Article 21 – ACTS COMPLETED ON BEHALF OF THE TRAINING ENDOWMENT FUND The signing of these statutes constitutes approval by the endowment fund of expenditure and resumption of commitments which will be deemed to have been made by it from the outset, as soon as it has acquired legal personality. Done in Paris, July 3, 2020 Signature of the first founders, represented by: Farid ARACTINGI Camille EL HAGE FIRST FOUNDERS
- Franco-Lebanese Chamber of Commerce (CCFL), an association governed by the law of July 1, 1901, registered with the Hauts de Seine Prefecture under number W133012763, and with number SIRET 782 834 725 00064.
- AFPI – Franco-Lebanese Association of Computer Professionals, association governed by the law of July 1, 1901, registered with the Prefecture of Paris under number W931000264.