Articles of association

 In case of discrepancies between the French and the English text, the French text shall prevail.

 STATUTES (coordinated version – October 2010)

Registered with the Luxembourg Trade and Companies Register under number F2099

CHAPTER I – REGISTERED OFFICE, NAME, PURPOSE, TERM

Art. 1. A non-profit association is hereby established between the undersigned, all acting in their own name, governed by the present Statutes and the amended law of 21 April 1928 on non-profit associations and foundations, whose registered office is located at L-2983 Luxembourg, 2, boulevard Royal.

Art. 2. All the present members and those who will be admitted subsequently shall commit to comply with the present Statutes.

Art. 3. The Association shall be called “The Bridge – Forum Dialogue a.s.b.l.”.

Art. 4. The purpose of the Association is to act for the creation of an information and coordination network between the European institutions and bodies established in Luxembourg, on the one hand, and the Luxembourg socio-economic sectors, on the other hand. The Association aims particularly at promoting activities in the areas of education, culture, research as well as public and social relations. To this effect, it intends to organise meetings, conferences, seminars, events, publications and take any measure, which may contribute, directly or indirectly, to fulfil this purpose.

Art. 5. The Association shall be established for an indefinite term.

 

CHAPTER II – MEMBERS

Art. 6. The Association shall be composed by members, natural or legal persons governed by public or private law, whose number may not fall below five.

There are three categories of members:

  • Members
  • Permanent members
  • Honorary members.

Art. 7. Membership is acquired by way of a decision of the Board of Directors, composed pursuant to article 15, which shall decide on the basis of a simple majority vote. The admission shall become final after the confirmation of the decision of the Board at the following meeting of the General Assembly, which shall decide on the basis of a two-thirds majority of the members present or represented.

The honorary membership may be attributed by the Board of Directors to any natural or legal person having contributed to the fulfilment of the purpose of the Association.

The admission implies adherence to the Statutes and the regulations by operation of law.

Art. 8. Membership is terminated by way of written resignation addressed to the Board of Directors. The Board of Directors may dismiss a member who no longer fulfils the necessary conditions, or for one of the following reasons:

  1. Serious or repeated breach of the Statutes, regulations or decisions of the Association
  2. Non-execution of financial obligations towards the Association
  3. Behaviour bringing dishonour or discredit upon the Association.

Such decision requires confirmation at the following meeting of the General Assembly, which shall decide on the basis of a two-thirds majority of the members present.

The excluded member, where he/she wishes to put forward means of defence, shall be heard by the aforesaid General Assembly.

The resigning or excluded member may not claim refund of the paid membership fees.

CHAPTER III – GENERAL ASSEMBLY

Art. 9. The General Assembly shall be composed of the members of the Association.

The following matters shall be reserved to the competence of the General Assembly:

  1. Appointment and dismissal of the directors, pursuant to article 15 of the Statutes
  2. Admission or exclusion of a member of the Association
  3. Annual approval of the budgets and the accounts
  4. Amendment of the Statutes
  5. Dissolution of the Association (in accordance with the amended law of 21 April 1928).

Art. 10. The ordinary General Assembly meeting shall be held at least once a year to approve the accounts of the Association and discharge the Board of Directors. An extraordinary General Assembly meeting may be convened whenever the interests of the Association so require, at the initiative of the Board of Directors or the President or at the written and motivated request of at least three members.

Art. 11. The notice convening the General Assembly shall be issued by the President on behalf of the Board of Directors, by way of simple letter, at least seven clear days before the date of the meeting. In the absence of the President, such notice shall be issued by a Vice-President or, where necessary, by the delegate of the President. The notice shall include the agenda. Any proposal presented in writing to the Board of Directors by a member shall be added to the agenda. The General Assembly may adopt, upon a proposal of at least one-fifth of the members present, resolutions outside the agenda, if no member objects.

The agenda of the ordinary General Assembly shall include the following items:

  1. Presentation of the reports of the directors and the report of the auditor
  2. Discharge of the directors and the auditor
  3. Determination of the membership fees, in accordance with article 21 hereinbelow
  4. Examination of and vote on the budget proposals for the following financial year.

Art. 12. The General Assembly shall be chaired by the President of the Board of Directors or, in his/her absence, by a Vice-President or, where necessary, by the delegate of the President. The General Assembly may validly pass resolutions irrespective of the number of members present. Resolutions shall be adopted by simple majority vote, unless provided otherwise by the law or the Statutes. All members shall have equal voting rights at the General Assembly. In case of a draw, the President shall have a casting vote. Any member may be represented by another member or a third party via written proxy.

Art. 13. Resolutions concerning amendments to the Statutes, however, may only be validly adopted if their subject is specifically mentioned in the notice convening the meeting, and two-thirds of the members are present or represented. The adoption of an amendment to the Statutes requires at least a two-thirds majority of the votes cast. If two-thirds of the members are not present or represented at the first meeting, a second meeting may be convened whereby the General Assembly may validly pass resolutions irrespective of the number of the members present. By derogation, amendments to the Statutes concerning one of the purposes for which the Association has been established shall require a three-quarters majority of the votes cast.

CHAPTER IV – ADMINISTRATION AND MANAGEMENT

Art. 14. The Association shall be managed by a Board of Directors composed of at least five directors, appointed for a three-year term by the General Assembly. The outgoing directors may be reappointed twice. By way of exception, the President of the Central Bank of Luxembourg, the President of the Court of Justice of the European Union, the President of the European Court of Auditors, the President of the European Investment Bank and the Managing Director of the European Stability Mechanism are directors by right. Any change of the persons holding the aforesaid positions does not require ratification by the General Assembly. Their status of directors shall be confirmed by the Board of Directors at the first meeting following the change above and, at the latest, within 3 months from the date on which they took office. The directors act in their own name. They may not undertake any personally binding obligation with regard to the commitments of the Association. Their responsibility is limited to the execution of the mandate they received and to misconduct in their management. If the number of directors falls below five, the Board of Directors has the right to co-opt a person of its choice. The General Assembly shall confirm the appointment of the new director at its first meeting subsequent to the co-option. The new director shall complete the term of office of his/her predecessor.

Art. 15. The Board of Directors shall have the broadest powers to conduct the operations of the Association, except for the matters reserved to the General Assembly by virtue of law or the present Statutes. It may delegate the daily management or various tasks to one or more committees or commissions, which may include third parties not related to the Association, without however the possibility to exclude its responsibility. It shall draw up and update the internal regulation. It shall represent the Association in all judicial and extrajudicial proceedings. It shall submit annually the accounts of the preceding financial year and the budget for the following one for the approval of the General Assembly.

Art. 16. The Board of Directors shall choose amongst its members a President and at least one Vice-President. In case the President is unable to attend, this latter shall be replaced by the most senior Vice-President present. Where necessary, the meeting of the Board shall be chaired by the delegate of the President. The term of office of the President and the Vice-Presidents shall be three years. The outgoing President and Vice-Presidents may be reappointed.

Art. 17. The Board of Directors shall meet, upon the request of the President, every time the interest of the Association or the majority of the directors so require. It may decide by way of written procedure, unless at least three directors object. The decisions of the Board of Directors to the extent possible shall be adopted by consensus.

If consensus cannot be reached, decisions shall be taken by simple majority of the directors present.

In case of draw, the President shall have a casting vote. Any director may be represented by another director or a third party via written proxy. Directors may resign by sending a letter to the Board.

CHAPTER V – AUDITOR

Art. 18. The General Assembly shall appoint an auditor for a three-year term under the same conditions as for the appointment of the directors, upon a proposal of the European Court of Auditors. The mission of the auditor shall be to audit the accounts and the cash flow of the Association. The office of auditor shall be incompatible with that of a director in office.

CHAPTER VI – FINANCIAL DISPOSITIONS

Art. 19. The financial year of the association shall begin on 1 January and end on 31 December of each year.

Art. 20. The financial resources of the Association are:

  1. Payments
  2. Membership fees
  3. Subsidies and subventions
  4. Authorised donations and gifts.

Art. 21. The annual membership fee shall be paid in cash or kind. It shall be set by the ordinary General Assembly, upon proposal of the Board of Directors. The Board of Directors may decide not to call for such fee or make it payable by instalments depending on the needs of the Association as well as the subsidies and donations received by the Association.

CHAPITRE VII – MISCELLANEOUS

Art. 22. The dissolution of the Association shall occur by operation of law in case the number of members falls below five. The dissolution and liquidation of the Association shall be carried out in accordance with article 20 of the amended law of 21 April 1928 on non-profit associations and foundations.

Art. 23. In case of dissolution, the General Assembly shall liquidate the assets of the Association, after paying off the debts, to the benefit of a non-profit association of its choice.

Art. 24. For all aspects not regulated by the present Statutes, the provisions of the amended law of 21 April 1928 shall apply.