Talk:Statutes PPEU-en

Members

Article 6 – Membership

(4) Within one month of announcement of the statutes, a list must be deposited with the registry of the civil court for the place where the association is established, recording the name, legal form, address of the registered office, identity of the representative and, where applicable, the registration number in accordance with existing legislation and/or regulations of all the Ordinary members of the association in alphabetical order. The list shall be updated every year by recording membership changes by name in alphabetical order. The Board keeps a register of members at the association's headquarters.

(4) The Board shall record all decisions on admission, resignation and exclusion of members or the event that makes them necessary in this register within one month of becoming aware of the decision. The Board may decide that the register shall be kept in electronic form. Any member may request a copy or consult at the association's headquarters the register of members, the minutes and decisions of the general meeting and the board of directors, the association's accounting documents as well as the coordinated text of the statutes. The documents and items mentioned above may not be moved.

[Nota bene: Art. 9 of the law of 07.08.2023]

Article 11 – Resignation, Exclusion, Suspension, Loss of Membership and Death / Dissolution / Bankruptcy

(1) Any member, whatever their identity, may at any time resign from the Association. The resignation must be notified to the Board by registered letter from a duly mandated person to the registered office of the Association or through an email from a duly mandated person sent to the Board.. The resignation shall come into effect immediately or as otherwise specified in the letter of resignation, but the member resigning remains bound by all outstanding debts contracted with the Association until the end of the financial year in which the resignation came into effect. (5) The exclusion of a member is also decided by the Council with a two thirds majority vote of the members present or represented (Art 17 (2) law of 07.08.2023). The exclusion comes into effect immediately after the decision of the Council but the excluded member remains bound by all outstanding debts contracted with the Association until the end of the financial year in which the exclusion came into effect.

Article 12 – Membership Fees

(1) A fee is requested of the Ordinate Ordinary Members. The amount of which is set annually by the Council on proposal of the Board represented by the Treasurer. The Treasurer will meet up with all the Ordinary Member Parties Treasurers to discuss the obligations of the member parties in regard to the annual fee in advance of the first Council meeting of the year. The Ordinary Member Parties have to hand out to the Treasurer a copy of their latest annual accounts in advance of the meeting. If no agreement can be reached, the Ordinary member parties will pay the same fee as last year. Membership Fees are fixed in Euro (€, EUR) ; they are payable without deduction of incurred costs.

[Nota bene: minor correction]

(3) The membership fee will be multiplied by the number of additional and supplementary votes of each Ordinary Member. Under no circumstances may the annual fee exceed EUR (€) XXX per Ordinary Member.

[Nota bene: Art. 3 (2) 4° Law of 07.08.2023. This amount, "EUR XXX," must be decided by the Council.]

(6) Ordinary Member parties who do not meet their financial commitments will lose all voting and speaking rights within the organs and bodies of the association as well as their right to propose candidates for positions within the association, until they have paid off their arrears. A list outlining the current Membership Fees’ situation will be distributed communicate at each Council meeting by the Treasurer.

(7) Ordinary Members must pay their annual contribution within 3 months after invoicing. On request of the concerned Ordinary Member party the Council may allow them under special circumstances with a 2/3-majority of the votes cast to delay their annual contribution for up to one year or relieve them of the payment or a part of it. The Ordinary Member party concerned may not vote on such a decision.

(8) If a Ordinary Member Party did not pay their due membership fee for two consecutive years until the first Council meeting of the second year, they are deemed to have left the Association by resignation automatically.

[Nota bene: minor correction]

ORGANS

General provisions

Article 13 - Naming of organs, filing and publication of the Association's acts, information to be included in documents

(1) The Council or Council Meeting is the General Assembly ("Assemblée Générale" in french) and the Board is the Board of Directors ("Conseil d'Administration" in french) within the meaning of Article 4 of the Luxembourg law of August 7, 2023 on non-profit associations and foundations.

[Nota bene: Art. 4 of the Law of 07.08.2023]

(2) The following documents shall be filed and published in accordance with the provisions of Title I, Chapter Vbis of the amended Law of 19 December 2002, in the Trade and Companies Register (RCS):

• Extracts of the documents relating to the appointment and termination of office of:
  • a) the association's directors;
  • b) the delegates for day-to-day management;
  • c) the liquidators, and, if the liquidator is a legal entity, the designation or amendment to the designation of the natural person representing it for the exercise of liquidation powers;
  • d) where applicable, the approved auditor.
• This extract will contain the precise indication of the surname and first name as well as the private or professional address of the persons referred to therein, or, in the case of a legal entity, the company name and the precise address of their registered office and, where applicable, the individual power of signature given to them by the competent body.

[Nota bene: Art. 22 of the Law of 07.08.2023]

(3) All documents, invoices, announcements, publications, and other documents issued by the association must contain the following information:

• a) the name of the association;
• b) the words "association sans but lucratif" reproduced legibly and in full or abbreviated as "a.s.b.l." placed immediately before or after the name;
• c) the precise address of the association's registered office; and
• d) the words "Registre de commerce et des sociétés, Luxembourg" or the initials "R.C.S. Luxembourg" followed by the registration number.

[Nota bene: Art. 20 of the Law of 07.08.2023]

Council

Article 14 - Composition and Powers of the Council

(4) The Council:

• g) approves the budget, reports and accounts approves the reports, the annual accounts, the budget or amending budget, and the discharge to be granted to the Board and the approved statutory auditor [réviseur d'entreprises agréé];

(5) The Council may validly decide to dissolve the association or amend the statutes only in accordance with the provisions of Luxembourgish law of 21st April 1928 August 7, 2023 on non-profit associations (ASBL) and foundations, as amended.

(7) The Council will meet at least once in a calendar year during the first half of the year [Nota bene: Article 18 of the Law 07.08.2023], more often if requested by at least 1/4 a fifth of the Ordinary Members or by a decision of the Board. Meeting may be in person or online. If the Council meeting is in person, remote participation of non-attending members shall be possible. The Board will prepare the meetings and invite all members by email at least one month before the date of the Council meeting. In urgent cases this time may be shortened to an appropriate length, but not less than fifteen (15) days. [Nota bene: Article 12 (1) of the Law 07.08.2023]. The invitation to the Council meeting has to specify date, time, place and the draft agenda of the meeting. A link to a website with the agenda in the invitation shall be sufficient and necessary.

(8) Save in the cases provided for in Articles 6 and 8 Article 13 (2) of the Luxembourgish law of 21st April 1928 August 7, 2023 on non-profit associations (ASBL) and foundations, as amended, the meeting may legitimately consider items not announced on the agenda, provided that all present or represented members of the Council are present and/or represented and so agree at the meeting by a simple majority vote of all the voting Ordinary Members agree to this during the meeting by a vote of the unanimous consent of the members of the Council present or represented (Art 13 (3) Law of 07.08.2023).

(11) Members may be represented by another member. (Art. 12(3) Law of 07.08.2023)

(12) Members who participate in the Council meeting by videoconference or by means of telecommunications allowing their identification are deemed present. (Art. 12(3) Law of 07.08.2023)

Board

Article 16 - Composition, Powers and Meeting of the Board

(9) For the purposes of certain actions and duties or everyday management functions, the Board may transfer its powers to one or more members of the Board or even another person, who may or may not be a member of the Association. The powers of the said person(s) shall be defined precisely by the Board; the Board may at any time revoke these powers with immediate effect. The delegation of daily management to an Board Member is subject to prior authorization from the Council and imposes on the Board the obligation to report annually to the general meeting on the salaries, emoluments and any benefits allocated to the delegate.

[Nota bene: Art. 7 (4) of the law of 07.08.2023]

(10) Within one month of any change in the Members of the Board or those responsible for day-to-day management, the Board must complete the filing formalities for publication of these changes in the Trade and Companies Register (RCS).

(11) The Board shall determine the beneficial owners of the Association, and within one month of a change in beneficial ownership, must complete the filing formalities for publication of the association's beneficial owners in the Register of Beneficial Owners (RBE), in accordance with the amended law of January 13, 2019.

(12) The Board shall meet upon notice sent to the Board Members by mail or electronically at least eight days before the meeting. The agenda shall be attached to this notice.

(13) The Board Members may, by mail or electronically, authorize another Board Member to represent them at any meeting of the Board. A Board Members may only represent one other Board Member at a time. The mandate is valid for only one meeting.

(14) The Board may only validly deliberate if at least half of its members are present or represented. Its decisions are taken by a majority of the members present or represented.

(15) Unless otherwise provided in the statutes, Board Members participating in the Board meeting by videoconference or by telecommunications means allowing their identification shall be deemed present for the purpose of calculating the quorum and the required majority. These means must meet technical specifications that guarantee effective participation in the board meeting, the deliberations of which are broadcast continuously. A meeting held by such remote communication means is deemed to take place at the association's registered office.

(16) Decisions of the Board may be taken by unanimous consent of the Board Members expressed in writing in exceptional, duly justified cases, if the articles of association so authorize.

(17) Minutes shall be drawn up for each meeting and shall be signed by the person who chaired the meeting and, where applicable, by the secretary.

Article 19 - Treasurer

(1) The main focus of this function is to supervise and to write the budget, the amending budget and the annual accounts and to exercise financial control. All payments are made by the Treasurer or the person authorized to make payments.

(4) The Treasurer will initiate, monitor and publish financial protocols to ensure openness and transparency. The Treasurer shall report to the Council Board once every three months, and at each meeting of the Council.

(5) The Treasurer shall be responsible for accounting requirements and control of donations, as described in Chapter IV (Art. 18), Chapter V (Art. 19) of the Law of 7 August 2023 on non-profit associations and foundations, as well as Articles 6 - 10 of Regulation (EC) No 2004/2003 and other relevant legislation.

Finances

Article 22 – Financial Provisions

(3) After approval of the annual accounts and the budget, the Council shall vote separately on granting discharge to the members of the Board. Within one month of their approval by the Council, the Board shall file and publish the accounting documents defined in paragraphs 3 to 8 of article 18 in accordance with Article 22, paragraph 3 of the Law of 7 August 2023 on non-profit associations and foundations.

Article 24 – Audit

(1) If, pursuant to the provisions applicable to, auditing of the financial condition, annual accounts and their regularity from the point of view of the law on not-for-profit associations and the status of transactions to be reflected in the annual accounts shall be entrusted to one or more approved statutory auditors according to Art. 24 (2).

(2) The Council shall determine the number of approved statutory auditors and their remuneration. The approved statutory auditors shall be appointed for a renewable term of three years. The Council may revoke their mandates at any time, but have to appoint new approved statutory auditors at the same time. Any auditor appointed to replace an auditor who has resigned in the course of his term of office completes the latter’s term.

(3) The approved statutory auditors shall jointly or severally have an unlimited right to scrutinise any transactions of the Association. They may inspect on the premises the books, correspondence, minutes and generally any documents of the association.

(5) Until the conditions of the Art. 24 (1) are met, the council shall elect one or more lay auditors. The regulations of Art. 24 (2) and (3) are applied accordingly.

Change of Statutes and the Pirate Manifesto and Decision-making-Process

Article 26 – Change of Statutes

(3) If two thirds of the members are not present or represented to decide on statutory changes at the first Council Meeting, a second Council Meeting must be summoned. The second Council Meeting must take place no earlier than 15 days after the first Council Meeting took place and its invitation must be sent at least 8 days before. This second Council Meeting shall deliberate and vote regardless of the number of present or represented members. (Art 15 (4) & (5) Law of 07.08.2023)

(4) Any decision amending the Statutes shall be submitted to the Company Registrar (RCS Registre de Commerce et des Sociétés) and published according to the law. The statutes thus amended by the Council will be filed in their entirety within a maximum period of one month from their approval with a view to their publication, in accordance with the provisions of Title I, Chapter Vbis of the amended law of December 19, 2002 in the Trade and Companies Register (RCS).

Duration and Dissolution

Article 28 – Duration and Dissolution

(4) Except in the event of judicial dissolution and automatic dissolution due to the requirements of the law, the association may be prematurely dissolved only by a decision of the Council acting in accordance with Chapter IX, Articles 20 23 to 28 of the Law of August 7, 2023 on Not-for-profit associations and foundations..