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: Association of AI Ethicists (AAIE) (in French, Association des éthiciens de l’IA – AEIA), referred to below as (‘Association’).

ARTICLE 2 – PURPOSE

The Association is guided by the main principle of “facilitating the construction of ecosystems in which ethical reasoning can flourish in the AI and digital market.”

The aim of the Association is to promote professional development of Digital, Data, and AI Ethicists.

Its professional objectives include:

(a)  Conducting educational meetings that help develop professional Digital, Data, and AI ethicists as a specialized professional cohort with important duties in the ethical development and deployment of such automated systems.

(b)  Fostering the interests of professional Digital, Data, and AI ethicists working on the intersections of technology and business, governmental bodies, or the public interest. The Association specifically seeks to foster dialogue, collaborations, and membership with persons from diverse cultural, ethnic, racial, and socioeconomic backgrounds.

(c)  Contributing to the public discussion on the role of professional Digital, Data and AI ethicists, also in relation to public policy.

(d)  Legally advising professional Digital, Data, and AI ethicists in their relations with companies.

(e)  Monitoring the psychological and relational well-being of members in their relations with companies.

(f)    Ensuring a high standard of competence of members through selection and updating.

(g)  Establishing standard competencies, a validation process for members to prove they have said competencies, and a professional certification system for professional Digital, Data, and AI ethicists.

(h)  Fostering a code of conduct appropriate to the profession of Digital, Data, and AI ethicists.

Its societal objectives include:

(a)  Promoting human values and contextual ethics in the development and deployment of automated systems across society.

(b)  Stimulating research on ethical artificial intelligence, machine learning, data science, and robotics.

(c)  Soliciting and receiving grants, gifts, and bequests and otherwise acquiring and accumulating, holding, and investing assets to be used for such purposes.

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 programmes 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 08 December 2022, at the following address:

AAIE – Association of AI Ethicists

13, rue Vatable,

Amiens 80090, FRANCE

It 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:

(a)  Active Members:

Are called << Active Members >> are all natural persons who have been admitted to the Association as professional Digital, Data, and AI ethicists through a selection process defined by an Ethical Competence Committee.

(b)  Supportive Members:

Are called << Supportive Members >> all natural persons who support the Association in roles including but not limited to volunteers or students after approval of the Board.

(c)  Benefactor Members:

Are called << Benefactor Members >> all natural or legal persons contributing to the financial or material support of the Association after approval of the Board.

ARTICLE 7 – ADMISSION

The Association is open to all individuals working in an official capacity as professional Digital, Data, and AI ethicist, either as an in-house employee, external consultant, or contracted professional in domains such as technology, data science, artificial intelligence, machine learning, and robotics. Active members receive all privileges and benefits of membership including the right to vote and hold office in the Association. The Board establishes an Ethical Competence Committee for evaluating the admission file according to objective criteria. The decision to admit new members 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.  If an application for membership is refused, the decision will be submitted to the Annual General Assembly.

ARTICLE 8 – MEMBERS

(a)  Categories

1. Active Members are natural persons working in a professional capacity as ethicists in domains such as technology, data science, artificial intelligence, machine learning, and robotics. 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.

1. Supportive Members are any natural person supporting the Association after approval of the Board. Membership is renewable annually.

                     iii.     Benefactor Members are natural or legal persons who pay a financial contribution amount that is fixed annually at the General Assembly or provide material support of equivalent minimum value. Applications for Benefactor Members must be validated by the Board. Membership is renewable annually.

(b)  Membership fees

The General Assembly sets each year the amount of the contribution.

(c)  Rights and privileges

1. Active Members shall have all the rights and privileges provided for in these Statutes.
2. Supportive Members shall have all the rights and privileges of full members, 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.

                   iii.         Benefactor Members shall have privileges limited to attending and/or sponsoring Association events and 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.

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 the profession of Data, Digital, or AI Ethicist.

ARTICLE 10 – RESOURCES

The Association’s resources include:

1° The amount of the contributions of the members of the Association

2° The amount of contributions from benefactor members.

3° Subsidies from the European Union, the State, regions, departments, municipalities, local authorities, universities, research organizations, academic or industrial research teams, and companies.

4° Internal or external training on digital, data, or AI ethics.

5° Assessment of competence and human resource selection process for third parties.

6° Specialist support services (psychological, legal, ethical) provided to members.

7° Advisory services, participation in ethics committees, animation of debates, organisation of ethics conferences.

8° 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 finance officer, 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 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 and has a Scientific Council of three (3) members. 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 three (3) to nine (9) members, the exact number to 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 Association members during the General Assembly for a period of three (3) years.

2) A Vice-President

The Vice President is elected by Association members for a period of three (3) years. They support the President of the Association in her or his tasks and replace him or her in all functions in case of need.

3) An Immediate Past President

Upon completion of her or his term as President, the President will automatically succeed into the role of Immediate Past President and will serve in this role for one (1) year.

4) A Treasurer

The Treasurer is elected by Association members for a period of three years. They support the President and Vice President in all financial matters.

5) General Board Member(s)

General Board Members shall serve three (3) year staggered terms.

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 AAIE 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 its Vice-President the tasks of drafting minutes, monitoring membership renewals, coordination with the Scientific Council, administration of the website, and monitoring of communication actions.

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, the Vice-President, and the Treasurer form the Executive Board.

ARTICLE 14 – THE SCIENTIFIC COUNCIL

The Association has a Scientific Council made up of three (3) people appointed by the Board and renewed every three (3) years. The Board has broad authority to appoint individuals to this Council based on the needs of the Association. The role of the Scientific Council is to propose scientific actions, to validate the scientific actions of the Association, and to steer the scientific editorial policy of the Association.

ARTICLE 15 – INDEMNITIES

All functions, including those of the members of the Scientific Council and 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 16 – 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 17 – 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 18 – FINANCIAL YEAR

The financial year is fixed at twelve (12) months and starts on 1 January.

ARTICLE 19 – ENTRY INTO FORCE OF THE PRESENT STATUTES

The present statutes will be presented to the vote of the Constitutive General Assembly of 8 December 2022 and their entry into force will take place at the end of the Extraordinary General Assembly of 8 December 2022.

Done at Amiens (FRANCE), 8 December 2022