I. Name, Purpose, Headquarters, Duration
Art 1. Denomination
It is formed between the founding members, included in article 37, a non-profit association governed by the law of April 21, 1928 on non-profit associations and foundations, as amended, and by these statutes. . The association is called
“Business Mentoring Luxembourg, non-profit association”, in short:
Art 2. Object
The purpose of the association is to coordinate and promote a Mentoring activity for senior executives to promote their entrepreneurial activity, materialized through cooperation agreements between mentors and mentees, and all related activities, in particular the promotion of Mentoring. in Luxembourg and in the Greater Region.
Art 3. Independence
The Association pursues its action in strict political, ideological and religious independence.
Art 4. Seat
The association has its registered office in the Grand Duchy of Luxembourg, L-1468 Luxembourg, 14, rue Erasme.
The registered office can be transferred to any location 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
The association is made up of full members, founding members and honorary members. Their number is not limited, but will be at least three.
To become a member, you must be
- or mentor approved by the Board of Directors. The conditions and procedure for obtaining and losing authorization are more fully defined in internal regulations adopted by the Board of Directors. Can become mentors, those who present a written request for approval to the Board of Directors, which examines the request and surrounds itself with all the elements of assessment necessary to make its decision.
- be mentored at the end of their mentoring relationship by applying for membership on the Board of Directors.
The Board of Directors reserves the right, at its sole discretion, to refuse an application.
Full members have voting rights at the General Assembly. Each full member has one vote.
Mentor members who have expressed their adherence to the constitutive extraordinary general assembly can take advantage of the designation of “founding member”. They have one vote as long as they are members of the association.
Honorary members can be natural or legal persons. They are nominated by the Board of Directors.
Honorary members do not have the right to vote and do not participate in the General Assembly.
Honorary members may enjoy all other privileges and advantages accorded to members.
Members can leave the association by sending their resignation to the Board of Directors by registered letter.
In the event of resignation, the resigning member will have no right to claim the reimbursement of his contributions, even if they are paid in advance. He will have no right to corporate property and corporate assets.
Any member of the association has the obligation
– to observe all the provisions of the statutes and regulations of the association, – to pay duly his annual subscription,
– to respect the clauses of the agreement which binds it, if applicable, to the BML,
– to observe the decisions of the Board of Directors and of the General Assembly.
Members can be excluded by the Board of Directors at any time: – in the event of a serious breach of these statutes,
– in the event of a significant breach of their obligations towards the association, noted by the Board of Directors.
IV. General Assembly Art 12.
The General Assembly has all the powers that the law or the present statutes have not attributed to another organ of the association.
The General Assembly meets at least once per calendar year as an ordinary general assembly, convened by the chairman of the Board of Directors, sent one month in advance by circular letter or email or any other appropriate means to all members of the Board of Directors. the association, together with the agenda. The Annual Ordinary General Meeting is held before the end of June of the year following the financial year in question, and for the first time in 2021.
The General Assembly can also meet at the request of one fifth of the effective members of the association. This request is sent to the Board of Directors, which is then responsible for convening the meeting.
The General Assembly can only rule on the items listed on the agenda, which include in particular the discharge (discharge) of the members of the board of directors for the financial year concerned during the ordinary General Assembly ruling on a financial year. .
The General Assembly can validly deliberate on the modification of the statutes only in the presence or representation of a quorum of at least two thirds of members, having the right to vote, present or validly represented.
If the quorum is not reached during this General Assembly, a second meeting of the General Assembly must be convened within a fortnight to be held within a period of one month in order to validly deliberate by a simple majority of the voting rights present. or represented.
The decisions of the General Assembly are taken by simple majority.
The Chairman of the Board of Directors assumes the direction of the General Assembly, or failing this, the oldest director present.
Each member with voting rights has one vote to vote, unless otherwise provided. Members are free to be represented at meetings by another member. The powers of attorney shall be endorsed, under penalty of nullity, with the date and signature of the principal. No one can use more than 2 proxies to vote.
The resolutions of the General Assembly will be brought to the attention of members and third parties by circular letter or by any other appropriate means.
The resolutions of the General Assembly are recorded in a special register kept at the headquarters of the association where the full members can read them without moving the register.
V. Administration Art 21.
The association is managed by a Board of Directors whose directors are appointed and dismissed by the General Assembly.
The Board of Directors is made up of at least three directors and a maximum of eight directors. When the minimum number of directors is less than three, the Board of Directors convenes a General Assembly within one month to provide for the replacement.
On the date of incorporation, the members of the Board of Directors are appointed by the constitutive General Assembly, 2020 being considered as the first financial year for their duration.
The terms of office of directors begin and end on the date of the annual Ordinary General Meeting. The terms of office are for a maximum of three years. The mandates of directors-members are renewable once. The General Assembly will ensure that one third (whole, full number of the total number of positions divided by 3) of the directorships is renewed or replaced at each Ordinary General Assembly.
The chairman of the Board of Directors is appointed and dismissed by the General Assembly. The Board of Directors appoints and dismisses the persons within it who will assume the functions of secretary, treasurer and all other possible functions.
The functions of the directors expire with their mandate. In the event of one or more director positions becoming vacant, the remaining directors retain the same powers, until the next General Meeting. If a director is replaced, the new director completes the term of his predecessor. At the end of this replacement mandate, he may subsequently receive a maximum of two three-year mandates.
Directors may resign from their mandate by registered letter to the Board of Directors. The following Ordinary General Meeting will decide on the discharge of its management to be given to the resigning director for the period of the financial year during which he exercised his mandate.
The powers of the directors are those resulting from the law and from these articles of association.
The Board of Directors will meet when convened by the president whenever the interests of the association so require and at least 3 times a year. The directors are convened by simple letter or by any other appropriate means.
The association is committed by the joint signature of two directors, including that of the president or his representative.
The deliberations of the Board of Directors are recorded in minutes entered in a register kept at the head office and signed by the chairman and the secretary.
The Board of Directors has the most extensive powers of administration and disposal for the management of the affairs of the association. Anything that is not expressly reserved for the General Assembly by the statutes or by law is within its competence.
The Chairman of the Board of Directors, or failing that the oldest Director, chairs the meetings of the Board of Directors.
The decisions of the Board of Directors will be taken by a simple majority of the directors.
Any abstention will be counted as a negative vote for the vote. In the event of a parity of votes, the vote of the acting Chairman of the Board of Directors is decisive.
The Board of Directors may, under its responsibility, delegate its powers to one of its members or to a third party for specific matters.
The Board of Directors develops, ensures the respect and maintenance of tools serving the purpose of the association.
All operating provisions, such as the Charter, governance rules or internal regulations must be ratified by the Board of Directors to be in force. The General Assembly may invalidate, modify or replace the operating devices mentioned above.
Legal actions, both asking and defending, are followed on behalf of the board at the behest of the chairman after deliberations by the Board of Directors.
To be valid, all correspondence with the Board of Directors must be sent to the head office.
VI. Contributions and contributions
The Ordinary General Assembly fixes the amount of the annual subscription. The annual membership fee for full members cannot exceed € 1000 (one thousand).
VII. Method of establishing the accounts Art 32.
The Board of Directors establishes the income and expenditure account for the financial year and submits it for approval to the annual General Assembly with a draft budget for the following year.
VIII. Modification of the statutes Art 33.
Amendments to the statutes as well as their publication are made in accordance with the relevant provisions of the law of April 21, 1928, as amended.
IX. Dissolution and liquidation Art 34.
The association is dissolved and liquidated in accordance with the relevant provisions of the law of April 21, 1928, as amended.
In the event of dissolution of the association, its assets will be affected according to the decision of the General Assembly of members.
X. Final provisions Art 36.
For all points not regulated by these statutes, those appearing expressly declare that they submit to the provisions of the law of April 21, 1928, as amended.