ARTICLES OF ASSOCIATION
Luxembourg Manx Society a.s.b.l.
CHAPTER 1
NAME - PURPOSE - REGISTERED OFFICE –TERM -FISCAL YEAR
Article 1 - Name
The “Association sans but lucratif” exists under the name: Luxembourg Manx
Society ("LMS").
LMS is a non-profit-making association set up in Luxembourg and governed
by Luxembourg law.
The “Association sans but lucratif” exists under the name: Luxembourg Manx
Society ("LMS").
LMS is a non-profit-making association set up in Luxembourg and governed
by Luxembourg law.
Article 2 – Purpose
The purpose of LMS is to foster business, cultural, sporting and social
interchange between Luxembourg and the Isle of Man
Derived from this purpose, LMS’s main objectives are to:
- develop awareness and knowledge in Luxembourg of the Isle of Man and its culture, heritage and business environment
- organise events for people from or interested in the Isle of Man
- provide a forum for discussion and interchange in Luxembourg for people and businesses interested in the Isle of Man
-
promote and facilitate interest in Luxembourg from people and businesses based in the Isle of Man
-
provide a point of communication for interaction with other Manx societies and associations worldwide.
Article 3 – Registered office
The Association's registered office is located in Luxembourg.
Article 4 – Term
The Association's term is unlimited.
The Association's term is unlimited.
Article 5 – Fiscal year
Each fiscal year runs from 1 January until 31 December.
Each fiscal year runs from 1 January until 31 December.
CHAPTER 2
MEMBERS
Article 6 – Number
The number of members is unlimited. There must be at least 3 members.
The number of members is unlimited. There must be at least 3 members.
Article 7 - Categories
The following categories of membership exist:
The following categories of membership exist:
A. Ordinary Members
1. Business
2. Individual
3. Family
The criteria for the different categories of ordinary members are determined
from time to time by the Board of Directors.
B. Honorary Members
Honorary members may be appointed by the Board of Directors
Honorary members may be appointed by the Board of Directors
Article 8 – Admission, rights and obligations
Each application for membership of the Association must be approved by the
Board of Directors. Honorary members are determined and invited by the
Board of Directors.
Each application for membership of the Association must be approved by the
Board of Directors. Honorary members are determined and invited by the
Board of Directors.
Ordinary members are entitled to attend and to vote at the General Meetings.
However, honorary members do not participate in the decisions of the
Association's governing bodies and are not taken into account in determining
the majority and quorum conditions stipulated in these articles of association or
by the law. Only ordinary members have the right to vote.
However, honorary members do not participate in the decisions of the
Association's governing bodies and are not taken into account in determining
the majority and quorum conditions stipulated in these articles of association or
by the law. Only ordinary members have the right to vote.
Article 9 – Resignation and expulsion
Any member may resign as member by notifying the Secretary in writing.
A member that no longer satisfies the eligibility conditions automatically loses
its status as member.
The Board of Directors may suspend a member for non-payment of
contributions or for any other grounds at its entire discretion.
The resigning or expelled member and its beneficiaries do not have any right
on the Association's own funds. It cannot demand the reimbursement of
contributions paid.
Any member may resign as member by notifying the Secretary in writing.
A member that no longer satisfies the eligibility conditions automatically loses
its status as member.
The Board of Directors may suspend a member for non-payment of
contributions or for any other grounds at its entire discretion.
The resigning or expelled member and its beneficiaries do not have any right
on the Association's own funds. It cannot demand the reimbursement of
contributions paid.
CHAPTER 3
GENERAL MEETING
Article 10 – Notice of general meetings
The General Meeting shall meet as often as required by the Association's
obligations and interests. The General Meeting is convened by the Board of
Directors, which must convene the General Meeting when one-fifth of ordinary
members so request.
The annual General Meeting meets within six months of the close of the fiscal
year.
The General Meeting shall meet as often as required by the Association's
obligations and interests. The General Meeting is convened by the Board of
Directors, which must convene the General Meeting when one-fifth of ordinary
members so request.
The annual General Meeting meets within six months of the close of the fiscal
year.
Notice of meetings containing the agenda must be sent to the members by
normal or electronic mail at least 5 days prior to the General Meeting, except in
an emergency situation.
normal or electronic mail at least 5 days prior to the General Meeting, except in
an emergency situation.
The General Meeting is chaired by the Chair Person of the Association or, in
his absence, by the Vice Chair Person, or in the absence of both the Chair
Person and the Vice Chair Person by any other member nominated by the Chair
Person.
his absence, by the Vice Chair Person, or in the absence of both the Chair
Person and the Vice Chair Person by any other member nominated by the Chair
Person.
Article 11 – Powers
The General Meeting:
The General Meeting:
- Elects the Board of Directors
- Approves the annual accounts
- Discharges the members of the Board of Directors for the past financial year
- Approves the annual contributions
- Approves any proposed modifications to the Articles of Association
- Admits or expels members, in those circumstances stipulated in these Articles of Association
- Decides upon the dissolution of the Association and the procedure of liquidation
- Decides on all matters referred to it by the Board of Directors
The General Meeting’s decisions are taken based on the quorum and majority
conditions stipulated by the law. They are included in minutes that may be
consulted by each of the members at the Association's registered office.
conditions stipulated by the law. They are included in minutes that may be
consulted by each of the members at the Association's registered office.
Article 12 – Voting rights
A) Ordinary members each have one vote.
Any ordinary member may be represented by another ordinary member duly
authorised in writing for this purpose.
Members who have not paid their contribution 5 days prior to the General
Meeting shall be deprived of their voting right.
Subject to provisions in the law and in the Articles of Association, all decisions
are taken on a simple majority of the votes present or represented.
B) Honorary members cannot vote in resolutions that take place in the
General Meetings.
A) Ordinary members each have one vote.
Any ordinary member may be represented by another ordinary member duly
authorised in writing for this purpose.
Members who have not paid their contribution 5 days prior to the General
Meeting shall be deprived of their voting right.
Subject to provisions in the law and in the Articles of Association, all decisions
are taken on a simple majority of the votes present or represented.
B) Honorary members cannot vote in resolutions that take place in the
General Meetings.
CHAPTER 4
BOARD OF DIRECTORS AND CHAIR PERSON
Article 13 –Eligibility, election and operation of the Board of Directors
The members of the Board of Directors are elected by the General Meeting.
The Board of Directors is comprised of between 4 and 12 members and
includes the following officers: Chair Person, Vice Chair Person, Secretary and
Treasurer. Other officers may be nominated by the General Meeting or by the
Board of Directors from amongst its members.
Individuals are eligible if they demonstrate the necessary competence,
availability and commitment to properly carry out their functions as directors.
Directors are elected for a period of one year and can be re-elected without
limitation.
The Board of Directors shall meet when convened by the Chair Person or at the
request of at least two Directors. It is duly constituted if the majority of its
members are present or represented. Each member of the Board of Directors
has one vote during decisions. In the case of a tie vote, the vote of the Chair
Person or of his or her representative shall be decisive.
In the event that one of its members resigns or dies, the other Board members
may replace said member until the next General Meeting. Cooption must be
ratified by the next General Meeting.
Proxies may only be given to other members of the Board of Directors. A
director may represent more than one colleague by proxy.
Directors may not be held personally liable for their office or for any acts other
than those performed in executing the terms of their mandate.
The members of the Board of Directors are elected by the General Meeting.
The Board of Directors is comprised of between 4 and 12 members and
includes the following officers: Chair Person, Vice Chair Person, Secretary and
Treasurer. Other officers may be nominated by the General Meeting or by the
Board of Directors from amongst its members.
Individuals are eligible if they demonstrate the necessary competence,
availability and commitment to properly carry out their functions as directors.
Directors are elected for a period of one year and can be re-elected without
limitation.
The Board of Directors shall meet when convened by the Chair Person or at the
request of at least two Directors. It is duly constituted if the majority of its
members are present or represented. Each member of the Board of Directors
has one vote during decisions. In the case of a tie vote, the vote of the Chair
Person or of his or her representative shall be decisive.
In the event that one of its members resigns or dies, the other Board members
may replace said member until the next General Meeting. Cooption must be
ratified by the next General Meeting.
Proxies may only be given to other members of the Board of Directors. A
director may represent more than one colleague by proxy.
Directors may not be held personally liable for their office or for any acts other
than those performed in executing the terms of their mandate.
Article 14 – Powers
The Board of Directors has the powers which are not expressly reserved to the
General Meeting by Luxembourg law on non-profit making associations or the
Articles of Association.
The Board of Directors manages the assets and all matters of the Association. It
executes the instructions given by the General Meeting in accordance with the
objectives of the Association. It represents and binds the Association in respect
of third party acts in all judicial and extra-judicial matters.
The Board of Directors
The Board of Directors has the powers which are not expressly reserved to the
General Meeting by Luxembourg law on non-profit making associations or the
Articles of Association.
The Board of Directors manages the assets and all matters of the Association. It
executes the instructions given by the General Meeting in accordance with the
objectives of the Association. It represents and binds the Association in respect
of third party acts in all judicial and extra-judicial matters.
The Board of Directors
- submits the annual accounts of the Association for approval by the members at the Annual General Meeting
- proposes to the General Meeting the constitution and maintenance of reserves and modifications to the annual contributions.
The Board of Directors may delegate day-to-day powers to the Secretary or to
any other member or members of the Board as shall be determined by the
Board within the limits set forth in the Articles of Association.
any other member or members of the Board as shall be determined by the
Board within the limits set forth in the Articles of Association.
The Association will be bound by the joint signatures of the Chair Person and
the Vice Chair Person or the Secretary or the Treasurer or by any other persons
designated by the Board of Directors. Detailed signing powers will be
determined from time to time by the Board of Directors and recorded in an
appropriate manner.
the Vice Chair Person or the Secretary or the Treasurer or by any other persons
designated by the Board of Directors. Detailed signing powers will be
determined from time to time by the Board of Directors and recorded in an
appropriate manner.
CHAPTER 5
COMMITTEES
Article 15 Creation and operation of Committees
The Board of Directors may decide from to time to create one or more
Committees. Membership and objectives of each Committee shall be approved
by the Board of Directors. Each Committee shall report to the Board of
Directors its progress as required.
The Board of Directors may decide from to time to create one or more
Committees. Membership and objectives of each Committee shall be approved
by the Board of Directors. Each Committee shall report to the Board of
Directors its progress as required.
CHAPTER 6
FINANCE AND CONTRIBUTIONS
Article 16 Finance
The Treasurer is responsible for maintaining the accounts of the Association.
Offices held with the Association’s Board of Directors and Committees do not
entail a right to compensation.
If the Association is dissolved, its funds shall be allocated to a charity or other
organisation to be determined by the Board of Directors.
The Treasurer is responsible for maintaining the accounts of the Association.
Offices held with the Association’s Board of Directors and Committees do not
entail a right to compensation.
If the Association is dissolved, its funds shall be allocated to a charity or other
organisation to be determined by the Board of Directors.
Article 17 – Annual contributions
The annual contributions are proposed by the Board of Directors and subject to
the approval of the General Meeting.
The Honorary members referred to in article 7B do not pay an annual
contribution.
The annual contributions are proposed by the Board of Directors and subject to
the approval of the General Meeting.
The Honorary members referred to in article 7B do not pay an annual
contribution.
CHAPTER 7
MISCELLANEOUS
Article 18 – Applicable law and prevailing language
For all circumstances not provided for by these Articles of Association, the Act
of 21 April 1928 concerning non-profit-making associations and public
utilities, as amended, shall apply. The governing language of these articles shall
be English.
For all circumstances not provided for by these Articles of Association, the Act
of 21 April 1928 concerning non-profit-making associations and public
utilities, as amended, shall apply. The governing language of these articles shall
be English.