Associations governed by the French Law of 1901 may appoint a Chairman. However, this is not a legal obligation. In this case, the President's role is to represent the association and manage it on a day-to-day basis. He or she may be supported by one or more persons in charge of administration.
As a general rule, the President of an association is elected or appointed by the founding members. His or her role is freely defined in the association's articles of association and by-laws.
Let's find out all you need to know about this key figure in the running of an association.
Officially, the duties of the Chairman of an association are not clearly defined by law. In practice, they depend on how the articles of association are drafted, as desired by the founding members.
As a general rule, the Chairman of an association is responsible for carrying out several types of mission. First and foremost, he represents the association and can bind it to third parties by signing contracts. He or she ensures that members are properly convened to the Annual General Meeting, and moderates debates.
On a day-to-day basis, he coordinates and supervises the association's activities.
He or she is also responsible forobtaining the necessaryfunding for the association's operations, whether in the form of membership fees or sponsorships, with the support of the treasurer. Finally, he also ensures that the rules set out in the association's articles of association are properly applied.
Anyoneaged 16 or over can become president of an association. Otherwise, written authorization from a legal guardian is required. The procedures for appointing or electing the Chairman are freely laid down in the articles of association.
There are three traditional appointment channels:
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Election at the Annual General Meeting, by a majority of votes cast
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Co-optation by another member of the association at an executive committee or board meeting
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Designation of a specific person in the articles of association
Associations recognized as being of public utility, as well as those approved for fishing and fish farming, are obliged to elect their President.
The Chairman of an association has the capacity to represent the association and commit it to third parties, by signing a contract for example.
If he has committed a contractual or tortious offence, he is civilly liable and must compensate the damage caused.
The director's personal liability is incurred in the event of personal misconduct outside the scope of his or her duties, an act performed outside the limits of the association's purpose, the creation of financial loss for the association, or the establishment of a causal link between an alleged misconduct and a claimed loss.
The company may be held criminally liable in the event of failure to comply with legal or statutory provisions (failure to declare annual financial statements, failure to comply with health and safety regulations, etc.), misleading advertising or fraud.
The Chairman of an association may receive remuneration for his work, or he may act on a voluntary basis. If he receives remuneration, the amount must be clearly stated in the association's articles of association.
Associations recognized as being in the public interest are subject to the principle of no remuneration for their directors, without exception.
In the event of the resignation of the Chairman of an association, the procedure for appointing a new Chairman is specified in the association's articles of association. It organizes the vacancy, and its provisional replacement until the next appointment is organized.
The association's directors have 3 months to declare any changes to the prefecture.
Once again, there is no legal provision governing the procedure for appointing a new Chairman. The founding members of the association are free to determine the clauses governing the appointment of a new Chairman in the event of the resignation or dismissal of the previous incumbent.
Written by our expert Paul LASBARRERES-CANDAU
July 12, 2021
