Charter

CHARTER OF ASSOCIATION OF BEAUTY PROFESSIONALS

ARTICLE 1. GENERAL PROVISIONS, MISSION AND ACTIVITIES

1.1. Name, Legal Nature, Office and Duration

The name of the organization is the Association of Beauty Professionals (the “Association”).

The Association is a voluntary, independent and non-profit professional association established under the French Law of 1 July 1901 and governed by applicable French law and this Charter.

The registered office of the Association is in Paris, France. The General Assembly may change the address within Paris. A transfer outside Paris requires an amendment to this Charter unless otherwise permitted by applicable law.

The Association is established for an unlimited duration.

1.2. Mission

The Association is an international professional association created to unite, recognize and support established professionals with outstanding achievements in beauty, fashion, style, cosmetology, aesthetic medicine, personal care and related fields.

The Association shall:

promote professional excellence, integrity and ethical leadership;
support education, innovation and international professional cooperation;
encourage high standards of professional practice; and
preserve membership as a meaningful and selective professional distinction.

1.3. Objectives and Activities

To pursue its mission, the Association may:

develop professional and ethical standards;
organize professional, educational and recognition programs and events;
support research, innovation, education and the exchange of best practices;
publish professional and educational materials;
recognize notable professional achievements and contributions;
facilitate cooperation among distinguished professionals, institutions and organizations;
support the professional development and international recognition of Members;
receive lawful fees, donations, grants and sponsorship;
undertake any lawful activity consistent with its mission, objectives and non-profit character.

The Association may conduct its activities in France and internationally.

Activities involving regulated or licensed professions remain subject to applicable qualification, licensing, safety, consumer-protection and professional requirements.

Membership in the Association does not replace any authorization, qualification, registration, insurance or professional license required by law.

1.4. Non-Profit Character

All income, funds and assets of the Association shall:

be used exclusively for its mission and lawful activities; and
not be distributed to Members or officers merely by reason of membership or office.

Reasonable remuneration for services actually provided and reimbursement of properly documented expenses may be approved in accordance with applicable law.

ARTICLE 2. PROFESSIONAL FIELDS, MEMBERSHIP AND ELIGIBILITY

2.1. Professional Fields

The Association brings together distinguished professionals in the following fields:

Beauty, cosmetology, aesthetic medicine, personal care and wellness, including cosmetologists, plastic surgeons, aesthetic medicine specialists, nail technicians, makeup artists, tattoo artists, hairdressers and hair stylists, massage therapists and other related professionals;
Fashion, style and image, including stylists, models, fashion designers, personal shoppers, image consultants and other related professionals; and
Related professional fields, including beauty and fashion entrepreneurs, educators, researchers, authors, speakers, judges, experts, beauty bloggers, professional content creators and influencers whose principal professional activities and achievements correspond to the mission of the Association.

This list is illustrative and not exhaustive. The General Assembly may recognize other related professional fields where an applicant’s work and achievements correspond to the Association’s mission.

2.2. Membership Statuses

The Association has two membership statuses:

Candidate Member — a provisional, non-voting status forming part of the admission process; and
Full Member — final admission to the distinguished professional membership of the Association.

Voting and governance rights belong only to Full Members in Good Standing unless this Charter expressly provides otherwise.

A Candidate Member may use only the designation “Candidate Member of the Association of Beauty Professionals” and shall not present that status as Full Membership or final professional recognition.

2.3. Membership as a Professional Distinction

Membership is reserved for established and independently recognized professionals whose achievements and contributions substantially exceed the ordinary professional standards of their respective fields.

Candidate Membership shall not be used to admit a person who does not already satisfy this elevated professional standard.

Every applicant must demonstrate all of the following:

Outstanding Professional Achievements: outstanding and independently verifiable professional achievements at a national, international or otherwise substantial level;
Significant Field Contribution: a significant and demonstrable contribution to the applicant’s professional field corresponding to the objectives of the Association;
Independent Professional Recognition: recognition by reputable experts, institutions, professional bodies, industry publications or other reliable independent sources;
Sustained Professional Standing: a professional record showing continued activity, development, influence or contribution;
Professional and Ethical Compliance: compliance with applicable qualification, licensing, legal, professional and ethical requirements; and
Integrity and Leadership: professional integrity, responsible leadership and willingness to support the mission and standards of the Association.

2.4. Evidence and No Automatic Right

Professional distinction may be evidenced by:

significant awards, honors or professional distinctions;
influential professional work, innovation or creative achievement;
publications, research or educational activity;
leadership of important projects, businesses or professional initiatives;
measurable professional, cultural, scientific, commercial or public impact;
reputable media recognition;
judging, teaching, expert or speaking activity;
professional recommendations;
contributions to professional standards, safety, ethics or education; or
other reliable evidence of comparable professional distinction.

Evidence shall be assessed in its totality. No single type of evidence is mandatory or sufficient by itself.

The following shall not by themselves establish eligibility or create a right to admission:

ordinary professional qualifications;
length of professional experience;
payment of fees;
a single award, recommendation or certificate;
ordinary participation in professional events;
inclusion on a website or in a commercial directory;
social-media popularity or follower count;
commercial visibility; or
membership in another organization.

Satisfaction of formal application requirements does not create an automatic right to Candidate Membership or Full Membership.

ARTICLE 3. ADMISSION, MEMBERSHIP RIGHTS AND TERMINATION

3.1. Application, Review and Decision

The admission process shall include the following stages:

Application: the applicant submits a documented application in the form established by the Association;
Professional Review: the New Member Admissions Committee assesses the applicant’s achievements, contribution, recognition, reputation, ethics and overall suitability;
Verification: the Committee may verify information, request additional evidence, obtain expert advice or conduct an interview;
Committee Recommendation: the Committee issues a recommendation to the General Assembly; and
Final Decision: the General Assembly makes the final decision on admission.

Materially false, incomplete or misleading information may result in rejection or subsequent termination of membership.

Admission as a Candidate Member or Full Member requires:

a positive recommendation from the Admissions Committee; and
the affirmative vote of at least two-thirds of all current unconflicted General Assembly members entitled to vote, with not fewer than three affirmative votes.

Direct Full Membership may be granted only in exceptional circumstances where the applicant has a sustained and independently verified record of professional achievement sufficient to make a Candidate Membership period unnecessary.

Compliance with formal requirements or payment of fees does not guarantee admission.

3.2. Candidate Membership and Full Membership

Candidate Membership lasts for one year.

Before that period expires, the General Assembly shall decide whether, effective upon its completion, to:

grant Full Membership;
extend Candidate Membership once for a period not exceeding six months; or
decline Full Membership.

Full Membership is never automatic. It requires:

continued compliance with Article 2.3 and satisfactory professional conduct and engagement during Candidate Membership;
a further positive recommendation from the Admissions Committee; and
the qualified vote required by Article 3.1.

If neither Full Membership nor a permitted extension is approved before the applicable period ends, Candidate Membership expires automatically.

3.3. Rights, Good Standing and Obligations

Rights of Full Members

A Full Member in Good Standing may:

participate in the activities and programs of the Association;
use the approved Full Member designation;
submit proposals and professional initiatives;
receive approved reports and information;
participate in Membership Votes;
nominate candidates for the General Assembly;
elect and stand for election to the General Assembly; and
serve on committees and working groups.

Rights of Candidate Members

A Candidate Member may:

participate in approved activities and programs; and
use the approved Candidate Member designation.

A Candidate Member has no voting or governance rights.

Detailed access to programs, services and resources may be regulated by the Internal Regulations.

Good Standing

A Member is in Good Standing where:

the relevant membership rights are not suspended; and
no overdue obligation or other valid restriction prevents the exercise of those rights.

Obligations

Every Candidate Member and Full Member shall:

comply with this Charter, the Code of Ethics, valid Internal Regulations and lawful decisions of the Association;
maintain professional integrity and any required professional qualifications;
provide accurate material information;
meet applicable financial obligations;
disclose material conflicts of interest;
protect confidential information;
avoid conduct causing substantial harm to the Association or the public; and
use the Association’s name, logo and membership designation accurately.

3.4. Fees, Withdrawal, Suspension and Termination

Fees

The General Assembly may establish:

application fees;
admission fees; and
annual membership fees.

Payment of fees does not create eligibility, guarantee admission or confer membership.

Withdrawal and Automatic Ending

A Member may withdraw by written notice.

Membership also ends upon:

the Member’s death; or
expiry of Candidate Membership under Article 3.2.

Suspension and Termination

The General Assembly may suspend membership rights or terminate membership on any of the following grounds:

non-payment of applicable fees or other due obligations;
material or repeated breach of this Charter, the Code of Ethics or Internal Regulations;
materially false or misleading information;
serious professional or ethical misconduct;
loss of an essential professional authorization;
substantial harm to the Association or the public; or
another substantial and lawful ground incompatible with continued membership.

Except for an urgent temporary protective measure, the Member concerned shall:

receive the principal grounds for the proposed decision;
receive a reasonable opportunity to respond; and
not participate in the decision.

A suspension decision shall state:

the membership rights affected; and
its duration or ending conditions.

A suspension exceeding fourteen calendar days, and any termination, requires the qualified vote established by Article 3.1.

Temporary Protective Suspension

In urgent circumstances, the President, together with one unconflicted General Assembly member, may temporarily suspend specified rights for a period not exceeding fourteen calendar days.

The temporary suspension expires unless confirmed by the General Assembly.

Reinstatement

Reinstatement is never automatic.

Reinstatement after involuntary termination requires:

the same qualified General Assembly vote as termination; and
review by the Admissions Committee, unless the sole ground for termination was non-payment.

Other reinstatement procedures may be established by the Internal Regulations.

A person whose Candidate Membership expired must submit a new application.

ARTICLE 4. GOVERNANCE AND ADMINISTRATION

4.1. Structure and Internal Regulations

The Association is governed and administered through:

the General Assembly;
the President;
the Executive Director;
the New Member Admissions Committee; and
committees or working groups established by the General Assembly.

The General Assembly may adopt:

a Code of Ethics; and
Internal Regulations governing detailed admission, elections, meetings, disciplinary procedures, finance, delegation, records and administration.

The Code of Ethics and Internal Regulations may implement but may not amend, restrict or circumvent this Charter.

In the event of conflict, this Charter prevails.

4.2. General Assembly

The General Assembly is the permanent supreme governing body of the Association, composed of five to fifteen Full Members elected under this Charter. It is distinct from a Membership Vote of all eligible Full Members.

Members of the General Assembly shall:

be elected by all Full Members in Good Standing through a Membership Vote;
serve for three-year terms; and
be eligible for re-election.

A seat becomes vacant upon resignation, death, removal, or termination of Full Membership. Vacancies shall be filled by a Membership Vote in accordance with the Internal Regulations.

The General Assembly shall:

determine the strategy and principal activities of the Association;
adopt and amend governance documents;
make final membership and disciplinary decisions;
elect and remove the President;
appoint and dismiss the Executive Director;
elect the New Member Admissions Committee;
establish other committees and working groups;
determine fees;
approve budgets and reports;
determine banking authority;
approve significant transactions and material unbudgeted commitments;
organize Membership Votes;
decide amendments, reorganization and dissolution; and
decide other matters reserved by this Charter or applicable law.

4.3. Meetings, Voting and Conflicts

The General Assembly shall meet at least once each calendar year.

Meetings may be held:

in person; or
through a verifiable remote method allowing effective participation.

A quorum is more than half of the current unconflicted members entitled to vote on the matter.

No substantive decision may be adopted by fewer than three unconflicted persons.

Unless this Charter requires another threshold, decisions are adopted by a simple majority of valid affirmative and negative votes cast.

Where this Charter requires a two-thirds majority:

the threshold is calculated from all current unconflicted members entitled to vote;
any fractional result is rounded up; and
not fewer than three affirmative votes are required.

Proxy voting is prohibited.

A person with a material personal, professional, financial, family or other conflict shall:

disclose the conflict;
not participate in the relevant discussion or decision; and
not be counted for quorum or majority on that matter.

No person may participate in a decision concerning that person’s:

membership status;
appointment or removal;
remuneration;
contract; or
other direct personal benefit.

Where vacancies or conflicts prevent a valid decision, a Membership Vote may elect the minimum number of eligible unconflicted Full Members necessary to restore lawful decision-making, in accordance with the Internal Regulations.

4.4. Membership Vote

A Membership Vote is a verifiable procedure through which all Full Members in Good Standing exercise rights expressly granted by this Charter.

A Membership Vote is not a separate governing body.

Each eligible Full Member has one personal vote. Proxy voting is prohibited.

Membership Votes shall:

elect General Assembly members;
permit the early removal of General Assembly members;
ratify amendments to Protected Provisions;
ratify reorganization and dissolution; and
decide other matters expressly assigned by this Charter.

Unless this Charter provides otherwise, a Membership Vote is valid where at least one-third of eligible Full Members participate and is decided by a simple majority of valid affirmative and negative votes cast.

Removal of a General Assembly member before the end of the term requires:

written grounds;
a reasonable opportunity for the person concerned to respond;
participation by at least one-third of eligible Full Members; and
approval by at least two-thirds of valid affirmative and negative votes cast.

Detailed rules for nomination, notice, electronic voting, counting and verification shall be established by the Internal Regulations.

Those rules shall provide every eligible Full Member with a reasonable and verifiable opportunity to participate.

4.5. President and Executive Director

President

The General Assembly elects the President from among its members.

The President shall:

chair the General Assembly;
support implementation of its decisions;
represent the Association before courts, public authorities, registries, professional bodies and significant external partners; and
sign documents within the powers authorized by this Charter or the General Assembly.

The President may not exercise a power reserved to the General Assembly or a Membership Vote.

The President may:

resign by written notice; or
be removed by a two-thirds vote of the other unconflicted General Assembly members, with not fewer than three affirmative votes and a reasonable opportunity to respond.

Upon a vacancy, the General Assembly shall appoint an Acting President from among its members pending the election of a successor.

Executive Director

The Executive Director is appointed and may be dismissed by the General Assembly.

The Executive Director need not be a Member.

The President and Executive Director may not be the same person.

The Executive Director shall:

manage the day-to-day operations of the Association;
implement decisions of the General Assembly;
maintain records and the Register of Members;
prepare draft budgets and reports;
manage routine projects and communications;
manage personnel and contractors; and
enter into routine commitments within approved limits.

The Executive Director may not exercise powers reserved by this Charter to the General Assembly, President, Admissions Committee or Membership Vote.

4.6. Admissions Committee and Other Committees

The New Member Admissions Committee shall consist of three to ten Full Members elected by the General Assembly for two-year terms.

Its members shall possess appropriate:

professional expertise;
integrity; and
independence.

The Committee shall:

review applicants;
review Candidate Members for Full Membership;
review applicable reinstatement matters; and
issue recommendations to the General Assembly.

A conflicted Committee member shall not participate in the relevant review or vote.

A positive recommendation requires the affirmative vote of at least two-thirds of all current unconflicted Committee members, with not fewer than three affirmative votes.

External experts may advise the Committee but may not vote.

The General Assembly may establish other committees and working groups.

Unless this Charter expressly provides otherwise, such committees and working groups are advisory. Their mandate, composition and duration shall be determined by the General Assembly.

ARTICLE 5. FINANCE, ASSETS AND RECORDS

5.1. Resources and Use of Assets

The resources of the Association may include:

application, admission and membership fees;
donations;
grants;
sponsorship;
income from lawful events, programs, publications and services;
income from intellectual property; and
other lawful sources consistent with the non-profit character of the Association.

All funds and assets shall be used exclusively for the mission and objectives of the Association.

Members are not personally liable for the obligations of the Association solely by reason of membership.

5.2. Financial Authority

The General Assembly shall approve:

the annual budget;
annual activity and financial reports;
banking authority;
significant contracts and transactions; and
material unbudgeted commitments.

The Executive Director may make routine expenses and commitments only within the approved budget and delegated authority.

Significant or unbudgeted commitments require:

prior approval of the General Assembly; and
signature by the President or another expressly authorized person.

No person may participate in approving that person’s own remuneration or contract.

5.3. Records

The Association shall maintain:

accounting records;
minutes;
governance resolutions;
membership files;
the Register of Members; and
other records required by law or reasonably necessary for administration.

The Register of Members records membership status but does not itself create membership.

Membership arises only from a valid decision adopted under this Charter.

ARTICLE 6. AMENDMENTS, REORGANIZATION, DISSOLUTION AND FINAL PROVISIONS

6.1. Amendments and Protected Provisions

This Charter may be amended by:

the affirmative vote of at least two-thirds of all current unconflicted General Assembly members entitled to vote; and
not fewer than three affirmative votes.

An amendment affecting any of the following Protected Provisions additionally requires a Membership Vote:

the non-profit character or mission of the Association;
Full Membership as a selective professional distinction;
the mandatory standard of outstanding and independently verifiable achievements;
professional review by the Admissions Committee;
the qualified threshold for Full Membership;
the right of Full Members to elect the General Assembly;
the composition of the General Assembly;
the rules governing amendments to Protected Provisions; or
the rules governing reorganization or dissolution.

For such a Membership Vote:

at least one-third of eligible Full Members must participate; and
at least two-thirds of valid affirmative and negative votes cast must approve the amendment.

No amendment or Internal Regulation may:

reduce the elevated membership standard; or
permit admission principally on the basis of payment, ordinary qualifications, personal connections, commercial popularity or unsupported claims.

6.2. Reorganization and Dissolution

A merger, division, transformation, other fundamental reorganization or voluntary dissolution requires:

the qualified General Assembly vote established by Article 6.1; and
ratification by a Membership Vote meeting the same participation and approval thresholds.

Upon dissolution, the General Assembly shall appoint one or more liquidators.

After satisfaction of lawful obligations, the remaining assets shall:

be transferred to one or more non-profit organizations pursuing compatible objectives; and
not be distributed among Members, officers, founders or related persons.

6.3. Notices, Language and Interpretation

Written notice includes verifiable electronic communication unless applicable law requires another form.

Detailed notice and procedural requirements may be established by the Internal Regulations.

A French-language version of this Charter shall be adopted and maintained as the legally operative version for filing, registration and legal and administrative purposes in France.

An approved English-language version may be used internally and internationally. The French version shall prevail for French legal and administrative purposes.

If any provision of this Charter is invalid or unenforceable, the remaining provisions shall remain effective.

Matters not regulated by this Charter or valid Internal Regulations shall be governed by applicable law.

This amended and restated Charter enters into force on the effective date stated above, subject to any required declarations, registrations or publications.

ADOPTION AND REVISION

This Charter was originally adopted by the General Assembly of Association Members on March 9, 2020. Its latest revision was approved by the General Assembly on August 17, 2026.