legal status
Article 1: Name and registered office
An association named “Antidote Europe,” with its registered office at 15 rue d’Austerlitz, 67000 Strasbourg, is hereby formed among all natural and legal persons who subscribe to these statutes.
This association is governed by Articles 21 to 79 III of the local Civil Code—which remains in force in the departments of Haut-Rhin, Bas-Rhin, and Moselle—as well as by these statutes. It shall be registered in the register of associations at the Strasbourg District Court.
Article 2: Purpose
The association’s primary objective is to foster a scientific approach that is sustainable, ethical, rigorous, and principled regarding the use of animals for scientific purposes, while respecting the environment, the animals involved, and the relevant patients and consumers.
To this end, it:
Defends and protects the environment and animals used for scientific purposes by promoting and developing methods to fully replace procedures performed on live animals for scientific and educational purposes—in accordance with European Union objectives and with due regard for the environment—and defends and protects patients and consumers by combating scientific misconduct involving animal experimentation and by advocating for greater transparency in practices and the sharing of knowledge to improve understanding of science and the issues at stake.
Article 3: Purpose
The association pursues a non-political, non-religious, and non-profit objective.
Article 4: Means of action
To achieve this objective, the association may, in particular:
– organize public events, information campaigns, conferences, symposia, or publications, in France and abroad,
– launch fundraising and crowdfunding initiatives,
– take legal action,
– promote, support, and develop citizen initiatives,
– fund and/or support scientific research programs,
– issue and formulate opinions and recommendations,
– publish best-practice guides, a newsletter, and, more generally, any study or report,
– bring together stakeholders and create think tanks, – participate in advisory committees, – raise awareness among and inform elected officials and public decision-makers, – and, more generally, undertake any action likely to facilitate the achievement of this objective.
Article 5: Duration
The association is established for an indefinite period.
Article 6: Resources and expenditures
6.1. The Association’s resources shall consist of membership fees, income from the Association’s assets and investments, donations and bequests, proceeds from events organized by the Association, and any other resources authorized by applicable laws and regulations.
6.2. Within the month following the receipt of funds by the Association, such funds shall be deposited into the Association’s bank account and recorded in the account ledger. The account ledger may be inspected by any member or donor upon request.
6.3. Operating expenses—specifically reimbursements for travel undertaken by any member in the interest of the Association—shall be reimbursed upon presentation of supporting documentation and following approval by the entire Management Board.
The Management Board holds signatory authority over the Association’s bank account.
Article 7: Members
The Association comprises founding members, active members, and honorary members. The Management Board maintains an up-to-date list of members.
7.1. Founding members are those who participated in the establishment of the Association and are signatories to these Statutes. They are exempt from paying the initial annual membership fee. After one year, they shall be considered standard active members. They have the right to vote at General Meetings and are eligible for election to the Management Board.
7.2. Active members are those who support and/or participate in the Association’s activities. They pay an annual membership fee upon joining. They have the right to vote at General Meetings and are eligible for election to the Management Board.
7.3. Honorary members are those who have been granted this title by a decision of the Management Board in recognition of services rendered—or currently being rendered—to the Association. They are exempt from paying the annual membership fee. They have the right to vote at General Meetings but are not eligible for election to the Management Board, except under a specific mandate issued in the circumstances provided for in Article 12.4. Except in exceptional cases, members of the Permanent Scientific Committee are designated as honorary members *ex officio* by the Management.
7.4. Benefactor members are those who either pay a membership fee significantly higher than that required of “active” members or regularly make donations to the association. The Management determines the minimum amount.
7.5. In the event of the association’s dissolution, members or their successors in title may not be awarded any share of the assets, with the exception of the right to the return of their contributions.
Article 8: Conditions of Membership
Active membership is granted at the discretion of the Management upon receipt of a written request accompanied by payment of the annual membership fee. Membership is automatically renewed provided there is no interruption in the payment of the annual fee.
Article 9: Loss of membership status
Membership ceases upon death; resignation submitted in writing to the Management (no notice period is required, except for members of the Management); expulsion ordered by the Management for serious misconduct; or removal from the membership roll ordered by the Management for non-payment of dues.
Before any decision to expel a member is made, the member concerned is invited via registered letter to provide a written explanation to the Management. An appeal against the expulsion decision may be lodged with a joint committee composed of the Management and one or two persons assisting the appellant.
Article 10: General Meeting, composition and convening
10.1. The General Meeting comprises all members of the Association. It meets once a year and whenever the interests of the Association so require, upon being convened by the President.
The President must also convene the General Meeting upon the written request of the other two members of the Executive Committee or of at least one-fifth of the members, within fifteen days of receipt of such request.
10.2. The notice convening the General Meeting shall include the agenda. It shall be sent to members at least fifteen days in advance, either by post or email, or by publication in the Association’s journal.
Only decisions made regarding items included on the agenda shall be valid.
Article 11: General Meeting, powers
11.1. The General Meeting has the authority to approve the accounts for the closed financial year, approve the activity report for the past year, set the membership fee amount, elect members of the Management Board from among its own members in accordance with the procedures detailed in Article 12.1 of these Statutes, vote on any amendments to the Statutes proposed by the Management Board, dissolve the Association, and exercise any other powers not assigned to the Management Board.
11.2. A three-quarters majority of members present at the General Meeting is required to amend the Statutes or dissolve the Association. Deliberations shall be limited to the adoption or rejection of amendments proposed by the Management Board. In the event that the dissolution of the Association is approved, the General Meeting shall appoint one or more liquidators and designate the persons or organizations to whom the remaining net assets will be allocated.
11.3. For other decisions, a majority of more than half of the votes cast at the General Meeting (whether by mail, proxy, or show of hands) must be in favor.
11.4. Resolutions of the General Meeting are adopted by the members present and represented. Proxies are valid only if the name of the proxy holder is clearly indicated.
No single member present may hold more than three proxies. Postal votes are valid if they clearly state the responses to the questions listed on the agenda.
11.5. Deliberations of the General Meeting are recorded in minutes signed by the President and the Secretary. Members present sign an attendance sheet.
Article 12: Management, composition, and convening
12.1. The Association is administered by a Board comprising a President, a Secretary, and a Treasurer. These three individuals are elected for a three-year term by the General Meeting, selected from among its members via a slate-based vote.
Each slate of candidates must therefore include three names. The slate receiving the highest number of votes is elected. In the event of a tie between the two leading slates, a second round of voting is held to choose between them by a majority vote. Individual candidacies or slates containing only two names are not accepted. The outgoing team is eligible for re-election. Eligibility for the Board is open to any active member who is at least eighteen years of age and has been up to date with membership dues for the three years preceding their candidacy, barring an exceptional waiver granted unanimously by the Board. The initial Board is elected by the inaugural General Meeting and is subject to confirmation by the subsequent General Meeting.
12.2. Alongside the three permanent Board members, a special representative designated as the “Scientific Advisor” is appointed.
12.3. The President convenes the other two Board members—verbally, by fax, or by postal or electronic mail—specifying the reason for or the agenda of the meeting. The Board meets as often as necessary, and at least once a year.
12.4. In the event of a vacancy or serious misconduct involving one or two Board members, the remaining member(s) shall provisionally fill the vacancy or vacancies through co-optation, subject to ratification by the next General Meeting. In the event of expulsion due to misconduct, the member(s) in question may appeal the decision before the General Meeting. In the event of serious misconduct by the Board (violation of the statutes or of civil or criminal law) established by a court judgment, the Board is required, within eight days of the judgment’s publication, to apply to the judge hearing summary proceedings for the appointment of an administrator to assume interim management; this administrator shall be tasked with convening a general meeting within one month of their appointment, with the election of a new Board on the agenda.
12.5. One (or two) Board member(s) may resign by sending a letter to the other member(s), subject to a two-month notice period. The remaining member(s) shall provisionally fill the vacancy or vacancies left by the resigning member(s) through co-optation, which must be ratified at the next general meeting. In the event of the collective resignation of all three Board members, their resignation letter shall be sent to the association’s members (including via the association’s newsletter) simultaneously with the notice convening a general meeting—to be held within two months—with an agenda covering the appointment of a new Board and the review of the outgoing Board’s financial and activity reports. The resigning Board is required to handle day-to-day business during the interim period.
12.6. Minutes and an attendance sheet signed by the participants shall be produced for all Board meetings.
Article 13: Management – Powers
13.1. The Management Board makes all decisions necessary for the day-to-day management of the association, such as entering into contracts or carrying out other necessary transactions. Any transaction requiring the signing of a contract or other document must be decided unanimously by the three members of the Management Board; however, the signature of the President alone is sufficient to render the contract or document valid and enforceable against the association’s members and third parties.
13.2. Decisions by the Management Board must be unanimous. Matters of importance to the life or future of the association that fail to secure the unanimous agreement of the Management Board must be submitted to the next General Meeting, which shall decide by a simple majority.
13.3. The President ensures compliance with these Statutes. He represents the association in all legal matters. He is authorized to take legal action on behalf of the association. He ensures that all statutory information required for the Register of Associations is declared to the registry of the District Court.
13.4. The Secretary drafts the minutes of General Meetings and Management Board meetings.
13.5. The Treasurer ensures the proper maintenance of accounts. He is assisted in this task by any accountants deemed necessary by the Management Board. He reports on his management to the General Meeting at least once a year.
13.6. In the event of unavailability, any of these three members may delegate authority to one of the other two members or to any other active member of the association.
13.7. The Scientific Advisor carries out scientific advisory duties and leads conferences throughout Europe. By delegation from the President, he supervises and leads the Scientific Committee, and his authority extends to all legal acts incumbent upon him in the performance of his duties.
Article 14: Remuneration and reimbursement of expenses for members of the Management Team
The members of the management team serve on a voluntary basis.
However, in accordance with tax instruction 4 H-5-06 No. 208 of December 18, 2006, certain members of the management team may receive remuneration up to a monthly limit of three-quarters of the minimum wage (SMIC), subject to the unanimous agreement of the permanent members of the management team.
Only expenses incurred in the performance of their duties are reimbursed, upon presentation of supporting documentation.
Article 15: Local Branches
To better support its mission, the Antidote Europe association may establish local branches.
15.1. Establishment of a branch. For a branch to exist and be recognized, it must: bring together a minimum of three people; secure a registered address to establish a local presence; and appoint a coordinator and a deputy (who replaces the coordinator in their absence). Any member may register with one or more branches and/or participate in their activities.
If a branch’s membership falls below two, it will be dissolved.
15.2. Branch operations. Each branch develops an annual program, which is communicated to the Management. Each branch is allocated a budget to carry out activities (such as trade shows) approved by the Management. A report on the year’s activities must be submitted to the Management.
Article 16: Adoption of the Statutes
These statutes were adopted by the inaugural general meeting held on August 25, 2004, at 3 Place Brant, 67000 Strasbourg, and amended by the general meeting of December 5, 2023, which took place online via videoconference. The amendments to the statutes were entered in the Register of Associations at the Strasbourg Judicial Court on March 26, 2024, under reference number A2004STR000249.