Subject: The Association SPES aims to enable its members to provide assistance to children in need around the world.

Foreword

SPES, a nonprofit organization established under the French Law of 1901 and registered in the Official Journal of the French Administrative and Economic Affairs (JOAFE) No. 2103, published on February 26, 2000, is dedicated to providing a safe, educational, and nurturing environment for orphaned children. Each member commits to upholding the values of respect, solidarity, transparency, and kindness toward the children, fellow Members, and Partners.

These Bylaws are in accordance with Article 13 of the revised Articles of Association dated 24 May 2026 and set forth the conditions for membership and the rights and obligations of members of the Association.
It is approved by a simple majority of the Board and a simple majority of the General Assembly.

1. Membership and Member Commitment

1.1. Membership Terms and Conditions
Be of legal age and play an active role in the Association’s activities.
Unreservedly accept these Internal Rules.
Commit to participating in the activities and meetings organized by the Association.

1.2. Membership Categories and Donors
In addition to Article 4.a of the Articles of Association
The Board reserves the right to deny membership following a simple majority vote.
Members participate in the governance of SPES
Sponsors are automatic Members and participate in the governance of SPES
Honorary Members do not participate in the governance of SPES
Donors, who provide occasional contributions to a collective fund used for all children, do not have Member status and do not participate in the governance of SPES

1.3. Member Rights
All Members who are current with their dues and active Sponsors have the right to vote at the General Assembly and may participate in collective decisions
They may run for a seat on the Board
They have the right to organize fundraising events for SPES and to represent the association at such events
Sponsors are regularly informed of the status of their mentee.
A member may grant a proxy to another Member of their choice for the General Assembly
The proxy must be sent to the Secretary no later than 48 hours before the General Assembly is held
The Secretary verifies the count and validity of the proxies, the number of which is defined in the Articles of Association.

1.4. Members’ duties
Respect for children: Ensure their dignity, physical and emotional safety, and their right to education.
Confidentiality: Do not disclose personal information about children or families without authorization of those who have parental authority.
Collaboration: Work as a team and respect collective decisions.
Promote the development of SPES
Safeguard SPES’s reputation

1.5. Governance
In addition to Article 9 of the Articles of Association
Composition of the Board : proportional representation by country is maintained
The Executive Committee :
The 1st Vice President is responsible for replacing the President in the event of the President’s absence or inability to serve
The 2nd Vice President is responsible for replacing the First Vice President in the event of the 1st Vice President’s absence or inability to serve and is specifically tasked with overseeing sponsorships.

2. Cooperation Agreements

The cornerstone of SPES’s operations is its relationship with national and local organizations.
Cooperation Agreements are established to formalize the legal, financial, and administrative relationships between national associations and SPES.

3. Expected behavior of Members and Governance

3.1. Towards children
Kindness: Adopt a positive, encouraging, and non-violent attitude.
Listening: Take children’s needs and opinions into account.
Protection: Immediately report any behavior or situation that puts a child at risk.
Any findings or concerns must be brought to the attention of of the relevant Center and the Board immediately. (See Safety Plan).

3.2. Towards other Members and Partners
Respect: Avoid any discriminatory, violent, or demeaning remarks or behavior.
Solidarity: Support other Members in their work and share best practices.
Professionalism: Adhere to schedules, procedures, and commitments.

3.3. Regarding the Association’s resources
Responsible use: Funds, materials, and equipment must be used solely for the needs of the orphanage.
Accountability: Any member responsible for managing resources must provide regular reports on their use.

3.4. Visits to SPES Centers and to the Sponsored Children
When a member of SPES (whether or not they hold a position within the Association) decides to visit one of the Centers, they must first complete the following formalities as soon as possible :
Notify the Board.
The Board will contact the local SPES representatives before any visit to inform them of the visit, the dates, the names and, if applicable, the roles of the visitors, and any young people to be met.
Let other Members know when it is possible to bring gifts on behalf of the Center, another Sponsor, etc.

4. Disciplinary actions and exclusion

4.1. Violations Subject to Penalties
The following violations may result in penalties, ranging from a warning to definitive exclusion:
Violation of children’s rights: Any act of violence, neglect, or abuse against a child.
Misappropriation of resources: Fraudulent use of the association’s funds or equipment.
Discriminatory behavior: Racist or sexist remarks or actions, or any form of discrimination.
Breach of confidentiality: Disclosure of sensitive information without authorization.
Behavior that could harm SPES or its reputation
Failure to pay dues or withdrawal from sponsorship without notice

4.2. Disciplinary Procedure
Failure to pay dues or withdrawal from a sponsorship without prior notice results in immediate exclusion, which may be reversed upon payment of the overdue amount.
Written warning: For minor violations, a warning is issued to the Member in question.
Permanent exclusion: Decided by the General Assembly, for serious or repeated violations.

4.3. Exclusion Procedure
For major offenses, the Member in question is summoned to appear before the Association’s Board to explain the situation.
The decision to exclude a Member is made by a majority vote of the Members present at the General Assembly.
The excluded Member loses all rights and may no longer represent the Association.

5. Final Provisions

These bylaws may be amended by a resolution of the General Assembly.
All Members are required to sign a statement confirming that they have read and accepted these bylaws.
Approved in Paris at the General Meeting held on May 24, 2026, and following receipt of the prefectural authorization after the Articles of Association were filed with JOAFE.

Signed by President Dominique Luquet Doerflinger