Statutes of ForHumanity Europe
ARTICLE 1 – NAME
It is founded between the members of the present statutes an association governed by the French law of 1 July 1901 and the decree of 16 August 1901, having the title: ForHumanity Europe, referred to below as (‘Association’).
ARTICLE 2 – PURPOSE
The aim of the Association is to examine and analyze the downside risks associated with the ubiquitous advance AI, algorithmic or Autonomous Systems (AAA), to engage in risk mitigation and ensure the optimal outcome for humanity.
The Association supports building an Infrastructure of Trust for all humans by establishing Independent Audit of AI Systems. To achieve this goal, the Association welcomes all natural persons, but to avoid any possible conflict of interest does not receive direct corporate funding. The Association defends the AI ecosystem through licensing usage of the audit criteria to ensure Independence, anti-collusion and proper usage are followed.
In Europe, the Association will contribute to the development of European standards by the participation in official standardization bodies (es. CEN/CENELEC, AFNOR, or other standardization bodies) or governmental bodies (es. EU, European Data Protection Board or national regulation bodies).
To implement the above-mentioned aims and objectives, the Association intends to submit proposals for the implementation and execution of projects co-financed by the European Union (EU), either independently or in collaboration with other entities, as well as the management and monitoring of programs and action plans on issues of interest to the Association on behalf of local bodies, national, and transnational for projects related to the objectives of the Association. The Association looks forward to projects co-financed by international, community, and national programs for research and technological development, innovation, economic, and regional development.
ARTICLE 3 – LANGUAGE
French and English shall be the official languages of the Association. The French and English texts of this Constitution shall be equally authentic.
ARTICLE 4 – REGISTERED OFFICE
The registered office is fixed, by decision of the Constitutive General Assembly of 09 February 2023. The address may be transferred by simple decision of the Board.
ARTICLE 5 – DURATION
The duration of the Association is unlimited from its declaration to the prefecture on which its registered Board depends.
ARTICLE 6 – COMPOSITION
The Association consists of:
- Members:
Are called << Members >> are all natural persons who have been admitted to the Association by the Board.
ARTICLE 7 – ADMISSION
The Association is open to all individuals interested in examining and analyzing the downside risks associated with the ubiquitous advance AI, algorithmic or Autonomous Systems (AAA), to engage in risk mitigation and ensure the optimal outcome for humanity. The Association, in order to avoid any possible conflict of interest, does not accept moral persons as members (es. corporates). The Association is open to all individuals interested in examining and analyzing the downside risks associated with the ubiquitous advance AI, algorithmic or Autonomous Systems (AAA), to engage in risk mitigation and ensure the optimal outcome for humanity.
ARTICLE 8 – MEMBERS
- Categories
- Active Members are natural persons working in, but not limited to, domains such as applied ethics, sociology, anthropology, cognitive science, data science, behavioral psychology, policymaking. Active Members are interested in examining and analyzing the downside risks associated with the ubiquitous advance AI, algorithmic or Autonomous Systems (AAA), to engage in risk mitigation and ensure the optimal outcome for humanity. Persons seeking Active Member status must apply for membership and pay annual dues. Applications for Active Member status will be reviewed and approved or rejected by the Board. Membership is renewable annually.
- Supportive Members are all natural persons who support the Association in roles including but not limited to volunteers or students based upon criteria established by the Board and applied by Active Members.
- Membership fees
The General Assembly sets each year the amount of the contribution.
- Rights and privileges
- Active Members shall have all the rights and privileges provided for in these Statutes.
- Supportive Members shall have all the rights to support the association, but shall not
- act as delegates at a related meeting or assembly, without the explicit consent of the Board;
- serve on the Executive Committee as elected or appointed members;
- nominate members for positions on the Executive Committee; or
- propose amendments to the Statutes of the Association.
Active members receive all privileges and benefits of membership including the right to vote and hold office in the Association. Supportive members receive all privileges and benefits of membership excluded the right to vote and hold office in the Association. The decision to admit new members and the status of the category allocation of the member rests with the Board. All Members must agree to comply with the Association’s Code of Ethics, which will be developed by the Board and voted on by the General Assembly.
ARTICLE 9 – DELETIONS
Membership is lost by:
(a) Non-renewal of membership.
(b) Resignation.
(c) Death.
(d) Striking off the roll for serious reasons, including violation of the Association’s Code of Ethics, the person concerned having been invited by mail to provide explanations before the Board and/or in writing.
(e) An assessment conducted by the Board after five years of membership, which finds the member no longer practices a profession that is associated with Independent Audit of AI Systems.
ARTICLE 10 – RESOURCES
The Association’s resources include:
1° The amount of the contributions of the members of the Association
2° Subsidies from the European Union, the State, regions, departments, municipalities, local authorities, universities, research organizations, academic or industrial research teams, and companies.
3° Internal or external training activities.
4° Transfers and contents from ForHumanity 501(c)3 registered Public Charity.
5° Advisory services, participation in ethics committees, animation of debates, organisation of ethics conferences.
6° Licensing fees for using the audit schemes.
7° All resources authorized by the laws and regulations in force.
ARTICLE 11 – GENERAL ASSEMBLIES
Ordinary General Assembly
The Ordinary General Assembly includes all Active Members of the Association in whatever capacity.
Its purpose is
- to elect the members of the Board;
- to amend the articles of the Association, with the exception of the registered office;
- to approve the accounts and vote on the budget;
- to pronounce the dissolution of the Association; and
- to rule on questions emanating from the Board.
It meets annually at an event organized by the Association using known and unknown modern means of distance communication.
At least fifteen days before the fixed date, the Active Members of the Association are summoned by the Board (e-mails, information on the Association’s website, mail, etc.). The agenda appears on the summonses.
The President, assisted by the members of the Board, presides over the assembly and explains the moral situation or activity of the Association.
The Treasurer, mandated by the Board, reports on financial management and submits the annual accounts (balance sheet, income statement, and annex) to the meeting for approval.
Only items on the agenda may be discussed.
Except for votes on the modification of the statutes and the dissolution of the Association, the General Assembly deliberates by a simple majority of the Members present or represented.
For votes to amend the statutes or the dissolution of the Association, the presence of half of the Active Members is required and decisions are taken by two-thirds (2/3) of the votes cast. In the absence of a quorum, a new meeting shall be called by the Board within a minimum period of eight days from the last meeting that could not be held; no quorum shall be required for this new meeting.
The modalities of deliberation include the possibility of electronic voting, voting by show of hands, or secret ballot for roll-call votes in the event of a physically convened meeting.
Power of attorney: each Active Member can only carry two (2) proxies.
By sending a blank power, any member of the Association casts a vote in favor of the adoption of the draft resolutions put on the agenda by the Board of the Association.
The decisions of the General Assemblies are binding on all members, including absent or represented.
Decisions are recorded by the Board and recorded on the Association’s intranet site.
Extraordinary General Assembly
If necessary, or at the request of half plus one of the registered members, the President may convene an Extraordinary General Assembly, in accordance with the procedures laid down in these Articles of Association and solely for the purpose of amending the Articles of Association or dissolving the Association or for acts relating to real estate. The convening procedures are the same as for the Ordinary General Assembly. Decisions shall be taken by a majority of the members present.
ARTICLE 12 – ADMINISTRATION
The Association is managed by a Board. Given the Association’s international representation, all processes (voting, meetings, general assemblies, etc.) shall be conducted in online mode or, at a minimum, in hybrid mode (physical location and online presence).
ARTICLE 13 – THE BOARD
The Board shall be comprised of two (2) members. A different number may be fixed by resolution of the Board. The Board composition shall include the following positions:
1) A President
The President represents the Association and is elected by the Active members during the General Assembly for a period of three (3) years.
2) A Treasurer
The Treasurer is elected by Active members for a period of three years. They support the President in all financial matters.
The Board is elected for a period of three (3) years by the Active Members of the Association during the General Assembly. Each Board Member shall take office following the General Assembly meeting at which she or he was elected and shall continue in office until her or his successor is duly elected and installed.
The Board may be expanded upon a majority vote of members during the General Assembly, with additional roles and responsibilities delineated prior to said vote.
For the first elections, the term begins with the first non-constitutive General Assembly.
The Board is vested with the widest powers to make all decisions that are not reserved for the General Assembly.
The Board shall meet as many times as necessary. It deliberates by a simple majority of the members present or represented. Each member may hold a proxy of an absent member. Deliberations by means of distance communication or by e-mail shall be valid. The Board keeps a record of the exchanges and keeps them available to members of the Association.
The Board, through its President, may delegate special and determined powers to one or more well-defined persons in the capacity of project managers or representatives of the company for specific events.
All acts that bind the Association are, except special proxies, signed by the President or her or his local representative in charge of the administration of the Association.
Legal actions both in plaintiff and defense are followed by the Board represented by its President or any director appointed for this purpose by him or her.
The President represents the Association in all acts of civil life. She or He orders the expenses, coordinates the various activities of the company, and chairs the General Assembly.
The Board is responsible for and distributes to the Treasurer accountability for good financial management and the proper use of the funds entrusted to her or him in the name and on behalf of the Association.
The President and the Treasurer form the Executive Board.
ARTICLE 14 – INDEMNITIES
All functions, including those of t the Board, are free and voluntary. Only expenses incurred in carrying out their mandate may be reimbursed based on supporting documents. The financial report presented to the General Assembly shall present, by beneficiary, the reimbursement of mission, travel, or representation expenses.
ARTICLE 15 – DISSOLUTION
In the event of dissolution in accordance with the terms and conditions provided for in section 12, one or more liquidators shall be appointed and the net assets, if any, shall devolve to a non-profit body or to an Association having similar purposes in accordance with the decisions of the extraordinary General Assembly which decides on the dissolution. The net assets may not devolve to a member of the Association, even partially, unless a contribution is resumed.
ARTICLE 16 – FORMALITIES
The President is mandated to carry out all the formalities of declaration and publication provided for by the law of 1 July 1901 and the decree of application of 16 August1901.
ARTICLE 17 – FINANCIAL YEAR
The financial year is fixed at twelve (12) months and starts on 1 January.
ARTICLE 18 – ENTRY INTO FORCE OF THE PRESENT STATUTES
The present statutes will be presented to the vote of the Constitutive General Assembly of 09 February 2023 and their entry into force will take place at the end of the Extraordinary General Assembly of 09 February 2023.
Done at Amiens (FRANCE), 09 February 2023