Bylaws of the Association
Last updated: Constitutive General Assembly of 15 June 2026
Article 1: Formation & Name
The members party to these bylaws hereby form an association governed by the French law of 1 July 1901 and by these bylaws, under the name “Les bâtisseurs de Laelith” (“The Laelith Builders”).
Article 2: Purpose & Aim
This association’s purpose is to manage the development and consistency of the “Laelith” fictional universe, its heritage, and its transmission. It owns the “Laelith” trademark, registered with the INPI under National No.: 25 5177372, and ensures the strict enforcement of the Laelith Open License (available here: https://laelith.org/fr/)
Article 3: Registered Office
The association’s registered office is located at
162 rue du Prado
56780 Île-aux-Moines
The registered office may be relocated by a simple decision of the Administration Board.
Article 4: Duration
This association is established for an unlimited duration.
Article 5: Means of Action
The association’s main vector of action is its existing Internet platform (website, forum, blogs, groups, videos, voice server, or any other computing resources of the same kind). All of the aforementioned elements of the Internet platform that can legally be owned are the property of the association and are subject to applicable French law.
That said, the association does not rule out other means of future development. In carrying out its action, the association will make use of any method of disseminating ideas authorized by law, whether through publications, media, artistic events, etc.
Article 6: Resources
The association’s resources consist of:
- Membership dues
- Grants from public or private organizations
- Revenue from events organized by the association
- Donations and other bequests
- Income from the association’s property and assets
- Any other resources not prohibited by applicable laws and regulations.
Article 7: Membership
Any adult natural person may become a member, provided they are:
- Able to prove their identity
- Up to date with their annual membership dues
Article 8: Loss of Membership
Membership in the Association may be lost through:
- Resignation
- Death, for natural persons
- Non-payment of membership dues by the due date
- Expulsion, following the procedure described in the Internal Regulations
- In addition, should an expelled member wish to rejoin the association, their request must be approved by a relative majority of members voting at a General Assembly.
Article 9: Administration Board
The association is governed by an Administration Board elected from among its members. Board Directors are elected at General Assemblies for a renewable one-year term.
The number of Directors is defined in the Internal Regulations. Only adult natural persons may be elected to and sit on the Board.
The procedures for conducting the vote are specified in the Internal Regulations.
Should a Director’s seat become vacant between two GAs, the Board will appoint a replacement from among the association’s members.
The powers of such replacements end at the next General Assembly. Indeed, they are appointed to ensure day-to-day management and must earn the members’ confidence.
Article 10: Office
An Office composed of a President, a Secretary, and a Treasurer is elected by the Administration Board according to the procedures defined in the Internal Regulations. These positions cannot be held simultaneously by the same person.
The President is the association’s legal representative. Together with the Treasurer, they hold banking authority.
The Treasurer ensures the accounts are kept in order and maintains verifiable bookkeeping, reporting on their management at each General Assembly. They share banking authority with the President.
The Secretary is responsible for all of the association’s correspondence. They draft the minutes of assemblies and Board meetings. They also keep the register of General Assembly resolutions and the register of Board resolutions. In short, they are responsible for all of the association’s administrative matters.
Should an Office position become vacant between two GAs, Article 14 “Extraordinary General Assembly” may be used to organize the election of a replacement, whose term will run until the following annual GA.
Article 11: Board’s Prerogatives
The Board ensures compliance with the community rules as set out on the website. It makes all decisions necessary for the day-to-day management of the association that do not fall within the authority of the General Assembly. It manages the association’s budget, reviews requests to use the “Laelith” trademark, and is responsible for enforcing the Laelith Open License. It may ask the GA to consider amending said license.
It is assisted in its task by other bodies to which it may delegate certain powers. These bodies are provided for and described in the Internal Regulations.
Article 12: Ordinary General Assembly
All of the association’s members may take part in the Ordinary General Assembly.
The General Assembly meets once a year in ordinary session. Notices of meeting, including the agenda, are sent by email or in writing at least thirty days before the General Assembly is held. Once convened, it may take decisions if a quorum of at least 75% of members present or represented is reached. If the quorum is not reached, a new GA must be convened within the following month. This new GA will not be subject to the quorum requirement.
The General Assembly hears the reports on the past year’s management by the Administration Board, on the association’s moral and financial situation, and on its future outlook. After ruling on the various reports, it approves the accounts for the closed financial year, votes on the budget, and deliberates on all other matters on the agenda. It approves or amends the Internal Regulations according to the procedures set out in Article 15.
It appoints or renews the Board under the conditions set out in the Bylaws and the Internal Regulations, and also sets the amount of the annual membership dues. Lastly, it is also authorized to examine any matters that do not fall within the Office’s responsibilities.
Decisions are taken by a majority of votes cast. The voting method, as well as the procedures for proxy or remote voting, are defined in the Internal Regulations.
The General Assembly is chaired by the association’s President. Should the President be absent, a chair for the session is designated from among the Administration Board members present. All deliberations and resolutions of the General Assembly are recorded in minutes and entered in the “General Assembly resolutions” register. An attendance sheet, signed by each member, is also kept. Both documents are signed and certified as accurate by the Office.
Article 13: Amendments to the Laelith Open License
The General Assembly reviews requests to amend the Laelith Open License. Only the GA may amend the License. Amendments to the license may not call into question its open nature. The terms of the Laelith Open License must comply with the rules of CC-BY 4.0 licenses, and this requirement is irrevocable. Enforcement of the license is the responsibility of the Board.
Any amendment to the Laelith Open License must be approved by an Ordinary or Extraordinary General Assembly whose quorum is set at 75% of members (present or represented). The amendment is adopted if 67% of members present or represented by proxy vote in favor (i.e., the absolute majority of the association’s members).
If the amendment is rejected, a new vote may be held under the same conditions (i.e., with a quorum of at least 75% of members) at a future GA.
Article 14: Extraordinary General Assembly
It must also convene, within fifteen days:
- At the request of the President,
- At the request of the Administration Board
- At the request of 51% of members.
It is authorized only to amend the Bylaws, the Internal Regulations, or the Laelith Open License, or to organize the election of an Office member whose position becomes vacant between two annual GAs. The Extraordinary General Assembly may take decisions if a quorum of at least 75% of members present or represented is reached. If the quorum is not reached, a new EGA must be convened within the following month. This new GA will not be subject to the quorum requirement.
The convening and voting procedures are the same as those for ordinary general assemblies set out in Article 12 of these bylaws.
Article 15: Internal Regulations
The association’s Internal Regulations are established, amended, and adopted by the General Assembly by a two-thirds majority. These regulations are intended to complement and elaborate on matters not specified in the Bylaws, particularly those relating to the association’s internal administration. The Internal Regulations may be consulted with the Administration Board’s members or on the association’s Internet platform.
The Internal Regulations take effect as soon as they have been sent to members by any means available to the association. To prevent any abuse, each amendment may be suspended at the request of 30% of members, until the next General Assembly is held.
Article 16: Amendment of the Bylaws
Amendment of the association’s Bylaws must be decided by the Ordinary or Extraordinary General Assembly. Deliberations may only concern the adoption or rejection of the proposed amendments listed on the agenda.
The amendments will be recorded in minutes, signed by the President and the Secretary or by the chair of the session, and will be sent to the prefecture of the association’s registered office within three months.
Article 17: Dissolution of the Association
Dissolution of the association must be decided by an Extraordinary General Assembly whose quorum is set at 75% of members (present or represented). Dissolution is pronounced if 67% of members present or represented by proxy vote in favor (i.e., the absolute majority of the association’s members).
The Assembly designates one or more persons, whether members of the association or not, who will be responsible for liquidating its assets. The remaining net assets will be allocated to an association pursuing similar goals or, failing that, to a non-profit organization serving the general interest.