I. Name, Purpose, Registered Office, Duration
Art 1. Name
The association is called “Business Mentoring Luxembourg, association sans but lucratif” in abbreviated form: “BML a.s.b.l.”, hereinafter referred to as the Association.
Art 2. Object
The aim of the Association is to lead and promote mentoring activities for entrepreneurs and senior executives in Luxembourg, in support of their entrepreneurial activities. This is achieved through mentoring support, set out in a cooperation agreement between mentors (experienced executives or entrepreneurs) and mentees, and the organization of awareness-raising events, reflection and work sessions supporting the spirit of entrepreneurship.
Art 3. Independence
The Association pursues its activities with strict political, ideological and religious independence.
Art 4. Headquarters
The Association’s registered office is in Luxembourg, Grand Duchy of Luxembourg.
The registered office may be transferred to any place in the Grand Duchy of Luxembourg by simple decision of the Board of Directors.
Art 5. Duration
The duration of the Association is unlimited.
II. Financial year
Art 6.
The financial year coincides with the calendar year.
III. Members, Admissions, Resignations, Exclusions
Art 7. Members
The Association is made up of full members, honorary members and associate members. There is no limit to the number of full members, but a minimum of three full members is required.
Membership requires payment of the membership fee.
Art 8. Admissions
Full members
To become a full member, any natural or legal person who subscribes and undertakes to comply with the Association’s objectives and by-laws may submit a written application to the Board of Directors. This person aspires to the status of
- or a mentor approved by the Board of Directors.
- or mentee, during the mentoring relationship and beyond.
The conditions and procedures for obtaining and losing membership and mentor accreditation are set out in greater detail in internal regulations adopted by the Board of Directors. The Board examines the application, taking into account all the elements necessary to reach its decision.
The admission, or refusal of admission, of a full member is decided by the Board of Directors, which reserves the right, at its sole discretion, to refuse an application.
Full members take part in General Meetings and have voting rights. Each full member has one vote.
The members who made up the Extraordinary General Meeting of December 5, 2019 are recorded as “founding members” in the register of members. As long as they are members of the Association, they are full members.
Honorary members
Honorary members may be natural or legal persons. They are proposed by the Board of Directors for vote at the Annual General Meeting.
They do not attend General Meetings and have no voting rights. They receive the minutes of General Meetings.
The Board of Directors may decide to waive the obligation to pay membership dues, which, unless specifically agreed otherwise, are identical to those of full members. Honorary members are entitled to all other privileges and benefits granted to
members.
Adherent members
To become an adherent member, any individual or legal entity who adheres to and undertakes to comply with the Association’s objectives and by-laws may submit a written application to the Board of Directors.
The admission, or refusal of admission, of a member is decided by the Board of Directors, which reserves the right, at its sole discretion, to refuse an application.
Associate members pay at least the same membership fee as full members. They do not attend General Meetings and have no voting rights. They receive the minutes of General Meetings.
Register
The Association keeps a register of members at its head office, under the responsibility of the Board of Directors. This register, kept in physical and/or electronic form, lists the surnames, first names and precise private or professional address of each member in the case of natural persons, and the name, legal form, registered office, registration number and name of the register in the case of legal entities. All admission, resignation and exclusion decisions must be recorded within one month.
Art 9. Resignations, Exclusions
Full, associate or honorary membership is lost:
a) death, dissolution, voluntary or judicial liquidation, legal incapacity, controlled management, receivership, bankruptcy or any other similar proceedings affecting the member ;
b) by voluntary resignation by letter or e-mail addressed to the Board of Directors, giving six (6) months’ notice;
c) in the event of refusal to pay the annual subscription, one (1) month after the payment reminder duly notified by registered letter;
d) by a decision to exclude any member whose conduct may seriously harm the Association’s interests or image, or who refuses to comply with the Articles of Association and the decisions of the Board of Directors or the Annual General Meeting.
The Board of Directors may initiate an exclusion measure by notifying the person concerned and calling upon him or her to provide oral or written explanations within fifteen days of notification of the intention to exclude. The Board of Directors must
inform the member concerned of its decision no later than fifteen days after receipt of the explanations or thirty days after notification, whichever is the earlier. If exclusion is decided, it takes immediate provisional effect, but requires ratification by a two-thirds majority of full members present or represented at the Annual General Meeting to be definitive.
A member who resigns or is expelled has no claim on the company’s assets and cannot claim reimbursement of any contributions paid.
Art 10.
All members of the Association are obliged :
- comply with all the provisions of the Association’s by-laws and regulations,
- duly pay the annual membership fee,
- to respect the clauses of the agreement which binds him to the Association,
- comply with the decisions of the Board of Directors and the Annual General Meeting.
IV. Annual General Meeting
Art 11. Powers of the General Meeting
The General Meeting has all the powers that the Law of August 7, 2023 or the present Articles of Association have not assigned to another body of the Association. In particular, the following are reserved to its competence:
- modification of the articles of association ;
- the appointment and dismissal of directors and the determination of their number;
- where applicable, the appointment and dismissal of the réviseur d’entreprises agréé ;
- discharge to be granted to the directors and to the réviseur d’entreprises agréé ;
- approval of the budget and annual accounts;
- the dissolution of the Association and the appointment of a liquidator;
- exclusion of a member ;
- applying for public utility status;
- whenever required by the Articles of Association.
Art 12. Convocation
The Annual General Meeting, which comprises the full members, is convened by the Board of Directors on a regular basis once a year within the first six months of each financial year, and extraordinarily whenever the interests of the Association so require, or when requested in writing by at least one-fifth of the members, proposing an agenda to the Board of Directors.
Any written proposal signed by at least one-twentieth of the members must be included on the agenda.
Invitations are sent to members at least fifteen days before the date set for the General Meeting, by post or e-mail, and must include the proposed agenda. The Annual General Meeting is held at the Association’s registered office or at any
other location specified in the invitation.
Art 13. Chairmanship
The Annual General Meeting is chaired by the Chairman of the Board or, in his absence, by the oldest director present, unless the Board decides otherwise.
Art 14. Deliberations
Subject to the provisions of these Articles of Association concerning their amendment, the exclusion of members of the Association by decision of the General Meeting and the dissolution of the Association, decisions of the General Meeting are taken by a majority of votes of the
full members present or represented.
Full members who are unable to attend or are absent may appoint another full member to represent them. Proxies must bear the date and signature of the principal, failing which they will be null and void. Each full member may represent a maximum of two other full members.
Any full member attending a Shareholders’ Meeting by videoconference or other means of telecommunication enabling him or her to be identified is deemed to be present. These means must meet the technical specifications required to ensure effective participation at
the Annual General Meeting, whose proceedings are broadcast continuously. The meeting held by such remote communication means is deemed to take place at the Association’s head office. If a participating member of this type holds a proxy, the latter is only valid if it has been sent to the Chairman in office at least two clear days before the General Meeting.
Art 15. Number of votes
Each full member has one vote.
Art 16. Resolutions
The resolutions of the Annual General Meeting will be brought to the attention of members and third parties by circular letter or any other appropriate means.
Resolutions passed by the Annual General Meeting are recorded in a special register kept at the Association’s head office, where full members can consult them without having to remove the register.
Art 17. Amendments to articles of association or purpose
The Annual General Meeting can only validly deliberate on modifications to the Articles of Association if the text of the modifications is indicated in the notice convening the meeting and if the meeting is attended by at least two-thirds of the full members present or represented.
A modification may only be adopted by a two-thirds majority of the votes of the full members present or represented.
However, a change in the purpose for which the Association was formed may only be adopted by a majority of three-quarters of the votes of the full members present or represented.
If the required quota of two-thirds of full members present or represented is not met at the first Annual General Meeting, a second meeting must be convened at least eight days prior to the first, in accordance with the company’s articles of association. This second General Meeting will be able to deliberate validly, whatever the number of full members present or represented, and adopt the modifications with the majorities provided for in paragraphs 2 and 3.
The second General Meeting may not be held less than fifteen days after the first. The invitation to the second Meeting reproduces the agenda, indicating the date and outcome of the first Meeting.
V. Administration
Art 18. Board of Directors
The Association is managed by a Board of Directors whose members are appointed and dismissed by the Annual General Meeting.
The Board of Directors comprises at least three directors, the precise number of members being determined by the Annual General Meeting. When the minimum number of directors is less than three, the Board of Directors convenes a meeting within one month
to fill the vacancy.
For each election of directors :
- The Board of Directors decides on the number of mandates available for mentees
- care is taken to ensure that the number of elected mentors exceeds the number of elected mentees by at least one. The number of “mentee directors” is limited to a maximum of two.
- The number of elected Mentors is determined by the total number of Board positions, minus the number of elected Mentees and members proposed by the Board of Directors in accordance with Article 19.
Art 19. Access to the Board of Directors
Only the following may be appointed to the Board of Directors:
- mentors who have been members for at least two years, and who have been mentoring at the BML for at least one year,
- mentees who are members, or have become alumni, no earlier than two years after the start of their mentoring relationship, and provided they have been members since,
- any person who has never been a member, and who may or may not be a member during his or her term of office, but who is proposed by the Board of Directors for reasons of past or expected contributions to the Association. If they are not a member, they are
invited to attend all General Meetings with the same rights and obligations as other directors, with the exception of discussions concerning their mandate or the exercise thereof, during which they must leave the General Meeting.
Art 20.
Directors are appointed for a maximum term of three years. Directors’ terms are renewable.
Notwithstanding the maximum term of office, the Board of Directors remains in office until renewed by the Annual General Meeting.
In the event of a vacancy, the Board of Directors will co-opt the necessary number of provisional directors from the same category (mentor or mentee). The appointment will be put to the vote at the next Annual General Meeting. The director(s) co-opted by the Board of Directors assumes the mandate of the director(s) he/she replaces.
The Chairman of the Board is appointed and dismissed by the Board of Directors for a one-year term. He must be an elected mentor.
Art 21.
The members of the Board of Directors perform their duties on a collegial basis. Directors’ offices are held free of charge.
Directors’ terms of office expire only on expiry of the term of office, death, resignation or removal from office. Directors may be removed from office by a decision of the Annual General Meeting.
Directors may resign from office by sending a registered letter to the Board of Directors. The next Ordinary General Meeting will decide on the discharge to be given to the resigning director for the period of the financial year during which he or she held office.
Art 22.
The Board of Directors is convened by its Chairman whenever the Association’s interests so require, and at least three times a year. Directors are convened by post or e-mail, at least eight days before the meeting is due to take place.
The agenda is enclosed with the notice of meeting.
Directors may authorize another director in writing, by post or electronic means, to represent them at any meeting of the Board of Directors. The same director may represent only one other director at a time. Proxies are valid for one meeting only.
Directors participating in Board meetings by videoconference or other means of telecommunication enabling them to be identified are deemed to be present. Meetings held by such remote means of communication are deemed to be
held at the Association’s registered office.
The Association is bound by the joint signature of two directors, including that of the Chairman or a director appointed by him, without prejudice to special powers
granted from case to case by the Board of Directors.
Art 23.
The deliberations of the Board of Directors are recorded in minutes entered in a register kept at the registered office and signed by at least two directors, including the Chairman or a director authorized by him.
Art 24.
The Board of Directors is empowered to perform all acts necessary or useful to the realization of the purpose for which the Association is constituted. Anything that is not expressly reserved to the General Meeting by the Articles of Association or by the Law of August 7, 2023 falls within its competence
.
Art 25.
The Chairman of the Board of Directors, or in his absence the eldest Director, chairs Board meetings.
The Board of Directors may only validly deliberate if at least half the directors are present or represented. All decisions are taken by a majority of votes of the members present or represented.
In the event of a tie, the acting Chairman of the Board has the casting vote.
Decisions of the Board of Directors may be taken by unanimous consent of the directors expressed in writing in duly justified exceptional cases.
Art 26.
The Board of Directors may delegate the day-to-day management of the Association’s affairs, including the use of the relevant signature, to one or more natural persons or legal entities, directors or not, members or not, acting alone or jointly.
The Managing Director is responsible for the day-to-day running of the Association.
Delegation of day-to-day management to a director is subject to prior authorization by the Annual General Meeting, and requires the Board of Directors to report annually to the Annual General Meeting on the salaries, emoluments and benefits allocated to the delegate.
The daily management delegate’s term of office expires only on death, resignation or revocation. The daily management delegate’s mandate may be revoked by a decision of the Board of Directors.
Art 27.
The Board of Directors develops tools that serve the Association’s purpose, and ensures that they are respected and maintained.
Any operating provisions, such as a Charter, Rules of Governance or Internal Regulations, must be ratified by the Board of Directors before coming into force. The Annual General Meeting may invalidate, modify or replace the above-mentioned operating provisions.
Art 28.
Legal action, whether as plaintiff or defendant, is taken on behalf of the Board of Directors by the Chairman, after deliberation by the Board of Directors.
VI. Internal regulations
The Association’s internal rules and regulations are laid down by the Board of Directors. These regulations are submitted to the Annual General Meeting.
VII. Property ownership
The Association may acquire, hold and dispose of real estate not required for its corporate purpose, and collect the proceeds.
VIII. Contributions and contributions
Art 29.
The Annual General Meeting sets the annual membership fee. The annual fee for full members may not exceed EUR 1000 (one thousand euros).
IX. Accounting principles
Art 30.
Each year, and no later than six months after the end of the financial year, the Board of Directors submits to the Annual General Meeting for approval the annual accounting documents relating to the past financial year, together with the draft budget for the following financial year
.
X. Dissolution and liquidation
Art 31.
The General Meeting may dissolve the Association only if at least two-thirds (2/3) of the full members are present or represented.
Dissolution may only be adopted by a three-quarters majority of the votes of the full members present or represented.
If two-thirds of the full members are not present or represented at the first General Meeting, a second meeting must be convened at least eight days before the meeting is due to take place. This second General Meeting may validly deliberate, whatever the number of full members present or represented, and adopt the dissolution by a majority of three-quarters of the votes of the full members present or represented.
The second General Meeting may not be held less than fifteen days after the first. The invitation to the second meeting reproduces the agenda, indicating the date and outcome of the first meeting.
In the event of dissolution of the Association, its assets will be allocated, after liquidation of liabilities, to another non-profit association or foundation based in a member state of the European Union or the European Free Trade Association, to a societal impact company whose share capital is made up of one hundred percent impact shares, to the State, to a municipality or to a public institution. The General Meeting deciding on dissolution determines the allocation of assets.
XI. Final provisions
Art 32.
For all matters not covered by these Articles of Association, express reference is made to the provisions of the Law of August 7, 2023.
