I CONSTITUTION PURPOSE COMPOSITION

ARTICLE 1. Constitution. Purpose
A declared association, guided by the 1901 Act, is hereby constituted by the signatories with the purpose of producing and communicating information, as well as taking all sorts of actions aiming at promoting and ensuring the right to information of all citizens in every country in the world.
To this purpose, the association will encourage the creation of national media Watches to which it will endow the right to be named “ Media Watch Global/Observatoire international des médias ” if, the three following type of members are found within its managing bodies: 1) professional journalists, either active or retired, from all sorts of media (written, audio, image, Internet) or legal entities (unions or associations) representing them; 2) academics or researchers from all disciplines, particularly media, information and communication specialists, as well as legal entities representing them; 3) media “users”: legal entities (association of readers, radio listeners and viewers) and individuals: intellectuals, creators and, more generally, public figures who are well known but their moral integrity. Any interested citizen will be invited to join the National Watch in their country.
Media Watch Global/Observatoire international des médias Association encourages and coordinates the national watches network through all sorts of actions, mainly through meetings, seminars and publications.

ARTICLE 2. Name
The association takes the following name: Media Watch Global/Observatoire international des médias.

ARTICLE 3. Duration. Headquarters
The association has an unlimited duration. Its headquarters are set at 1, avenue Stephen Pichon, 75013 Paris (France). They can be transferred through an ordinary ruling passed by the Board of Directors.

ARTICLE 4. Members.- Joining
The undersigned and those who will eventually join compose the association. Candidacies submitted by the latter need to be approved by the Board of Directors by a majority of two thirds.
Membership is lost as a result of resignation, death, failure to pay membership fees, termination of membership or exclusion decided by the Board of Directors after prior notice to the interested party by registered mail.
The members of the association cannot receive payment for the duties they are assigned. The Board of Directors can grant expenditure refunds.

ARTICLE 5. Membership fees.
Membership fees are set annually by the General Assembly, upon proposal made by the Board of Directors. All the members have to pay the membership fees. Membership fees payment will be made annually.

Il – BODIES AND OPERATION

ARTICLE 6. Bodies
The following are the bodies of the association:
General Assembly
Board of Directors
- Office
The constituent assembly appoints, by absolute majority, the members of the Board of Directors.

ARTICLE 7. The Board
7 1. Composition
The Board is composed by a minimum of three directors appointed by the General Assembly.
The Board is composed by candidates having obtained the largest number of votes in the first round. Among its members, the Board appoints its Chairman, by absolute majority in the first and second rounds, and by simple majority at the third one.
Among its members, and upon proposal made by its Chairman, a Secretary General, a Treasurer and any other position as it may be necessary, such as one or several Vice-Chairmen, secretary generals or deputy treasurers.
7 2. Tenure of Office
The tenure of office for board members is set for five years, as of the day they are appointed by the general assembly. They can be re-elected without limitation. In the event of a vacancy, new directors can be co-opted by the Board. They appointment is to be confirmed by the following General Assembly for the remaining tenure of the Board.
Only adults can Board members.
7 3. Operation
The Board of Directors meets as often as required by the association’s needs, but the number of meetings cannot be less than twice a year, upon notice by the Chairman who can, should he deem it necessary, gather the Board of Directors for an extraordinary meeting.
The Board may invite anyone whose presence they may deem suitable for their tasks.
A Board of Directors must be convoked within a maximum term of fifteen days when a quarter of the Board members submit a written request.
The meetings are presided over by the Chairman, a Vice Chairman or the Secretary General, who directs the talks, makes sure the statutes and internal regulations are complied with, and ensures that the order of the day is followed. When the Vice-president or the Secretary General holds the chair, he holds the powers of the President.
Each member of the Board of Directors must attend the meetings in person. However, any director may be represented by any other director. Powers of attorney must be in written. No one can hold more than one power of attorney. Decisions are reached by majority of attending and represented members.
The decisions provided under article 10.9 can only be approved with a quorum of half the Board of Directors. Deliberations lead to an approved minute.
7 4. Powers
Managerial powers are granted upon the Board of Directors, who makes all decisions and adopts all measures regarding the association, apart from those provided by law and in the present statutes under the competence of the General Assembly.
It rules, by a majority of two thirds of its attending or represented members, on any proposal to modify statutes or any other ruling to be submitted to the extraordinary General Assembly.
7-5. Majority
Board rulings are passed by a simple majority of its attending or represented members after, where relevant, seeking a consensus decision.

ARTICLE 8. – The Office
8 1. The Office is composed by the Chairman, the Secretary General, the Treasurer, the Vice-Chairman or Vice-Chairmen, the general secretaries and the deputy treasurers, and by members.
8 2. The Office is in charge of the management of the association, within the context of the guidelines set by the Board of Directors.

ARTICLE 9. The Chairman
9 1. The Chairman directs the association and has the widest powers to guarantee its representation, both in France and abroad, before public powers and third parties.
He/she directs the talks held at the Bureau, the Board of Directors and the General Assembly, over which he/she presides.
He/she ensures the compliance of the statutes and internal regulations. He/she signs all the acts, measures or excerpts from deliberations pertaining to the association, has accounts set up. He/she can delegate part or all of its powers.
9 2. The Chairman represents the association in court, either as plaintiff, defendant, or civil party.

ARTICLE 10. General Assembly
10 1. Composition. Meeting
The General Assembly is composed of all the members of the Association who have paid their fees to date. It gathers at a regular meeting once a year, on the date and for the order of the day set by the Board of Directors, upon notice by the Chairman.
Regular General Assemblies, extraordinarily gathered, may be held whenever the interests of the association require it, either at the instance of the Board of Directors, or by a request signed by a fourth of the members. In this case, the notice to attend is automatic.
10 2. Notice
Notices are in written, except when the matter is urgent, with at least 15 days notice, and indicate precisely what issues are included in the order of the day.
10 3. Agenda
The General Assembly may only deliberate on the points included in the agenda set by the Board of Directors at the meeting prior the General Assembly.
Any member may ask the inclusion of any question they want to discuss in the agenda. To this purpose, they should send it by registered mail to the Chairman before the meeting of the Board of Directors prior to the General Assembly. The Board of Directors deliberates on the request.
10 4. Access
Members are only admitted at General Assemblies after showing a document proving their status as such. Upon entering the room, they sign the record of attendance.
10 5. Representation
Members are entitled to be represented by proxy to another member. No one can hold more than three proxies. The Board may further decide to organize a vote by correspondence.
10 6. Powers
The General Assembly is the main body of the association on the matters that according to the law and the statutes are expressly provided as its exclusive jurisdiction, mainly on the annual activity and management reports. They render the work of the Office and the Board of Directors for the year due, the financial situation and the balance sheet.
10 7. Majority. Quorum
Regular General Assembly rulings are passed by simple majority of attending or represented members after, where relevant, seeking a consensus decision.
General assembly decisions regarding the amendment of articles or dissolution are adopted by a majority of two thirds of attending or represented members.
The extraordinary General Assembly can only deliberate when two thirds of the association members are present or represented, in the first notice, and if half of them are present in the following ones.
10 8. Vote
The General Assembly votes from the floor, except whenever there is a particular request for a nominal secret voting by present or represented members. Each member has an individual vote. Postal votes are allowed.
10 9. Article Amendment
Any request for the modification of the statutes will only be taken for consideration at an extraordinary General Assembly if it is proposed by the Board of Directors deliberating at a majority of two thirds of attending or represented members, having to submit a substantiated report.

III. RESOURCES – AUDITING

ARTICLE 11. Resources
The association resources comprise:
membership fees and other member contributions. The amount of the fee is set by the General Assembly upon Board proposal;
in general, any resource and subvention that can be within its power, where relevant, created exceptionally in agreement with, should it be the case, competent authorities.

ARTICLE 12. Accounting - Expenses
Accounting is kept under the supervision of a Treasurer, according to the national accounting plan. Expenses are authorized by the Chairman. Payment of expenses is done by the Treasurer.

ARTICLE 13. Auditing
Every year, when accounts are reviewed, the Assembly may appoint one or two auditors, who may or not be members of the association, to produce a financial report for the year due. The Board of Directors appoints the first auditors.

IV DISSOLUTION – STATUTES AMENDMENT

ARTICLE 14. Dissolution – Statutes Amendment
The association may be dissolved by vote of the extraordinary General Assembly, upon proposal of the Board of Directors, according to article 10 7. The statutes may be modified pursuant to the same procedure.

ARTICLE 15. Liquidation
In the event of liquidation, the extraordinary General Assembly appoints one or several receivers. Under no circumstances will property be spread between the members of the association. It is vested into another association sharing the same purpose, according to decree dated August 16th 1901.