Articles of association

English translation of the French original text

Chapter I – Name, registered office, objective

Article 1. The name of the association is CHRISTIAN SOLIDARITY INTERNATIONAL, a.s.b.l.

Article 2. The registered office is at 140 rue Adolphe Fischer, L-1521 Luxembourg.
The association is established for an indefinite period.

Article 3. The association is a non-governmental organisation established with the objective of tackling extreme poverty and supporting the development of socially and economically deprived population groups.

In the firm belief that sustainable and autonomous development is achieved through education and respect for human rights, the associationprimarily invests, autonomously or in partnership, in projects and programmes with a direct or indirect link to education and/or training.

The association is active in developing countries and may, where appropriate extend its work to other subject areas or to any other country in which its action is justifiable.

In the awareness that changing the attitudes and behaviour of Luxembourg’s population and consumers is another factor in the development of disadvantaged regions and population groups, the association also invests in awareness enhancement and development education, especially among young people.

The association grants its aid without distinction based on origin, ethnic background, sex, religion or opinion and ensures that its local partners also respect these criteria.

Chapter II – Members and honorary members

Article 4. The minimum number of members is set at three, not including honorary members.

Article 5. All persons who express willingness to comply with these articles of association and submit a membership application to the Board are eligible to become members.

Applicants must draw attention to any conflicts of interest which might possibly affect their membership. Their admission is validated by the payment of an annual subscription set by the annual general meeting.

The title of honorary member may be awarded by the Board to any person who has rendered a service to the association. However, honorary members do not enjoy any of the prerogatives granted to members by law or by these articles of association.

Article 6. The annual subscription is set by the annual general meeting.

Article 7. Members of the association may resign only by submitting their resignation to the president. Any member who fails to pay the annual subscription within one month of being asked to do so will also be deemed to have resigned.

Membership of the association may also be forfeited by expulsion. A member may be expelled by the annual general meeting, acting by a majority of two thirds of votes, in the following cases:

- where a member is guilty of a serious act or omission contrary to the articles of association or the rules of the association,
- where a member is guilty of an act or omission which is likely to discredit that member, another member, or the association itself.
The Board, after hearing the explanations of the person concerned, and acting by a majority of two thirds of its members, may, for any of the above reasons, temporarily suspend that person’s membership with immediate effect. This suspension shall apply until the next annual general meeting, which will decide upon the expulsion of the member.
Members who resign or are expelled have no claim on the association’s assets and are not entitled to any refund of subscriptions paid.

Chapter III – Annual general meeting

Article 8. The annual general meeting bears sole responsibility for the following :
1. Appointing and removing auditors
2. Appointing and removing Board members
3. Reviewing and adopting decisions concerning the accounts for the preceding financial year and the Board’s report, and examining the budget for the current financial year
4. Taking decisions on the expulsion of members
5. Amending the articles of association and setting subscriptions
6. Taking any decision to dissolve or wind up the association or to merge with another association.
7. Generally speaking, to make any decisions or rulings concerning any matters put to it which are not contrary to law or public order.

Article 9. The annual general meeting is convened by the Board every year within two months following the annual closure of accounts.

Article 10. In case of need, the Board may convene an extraordinary general meeting at any time. An extraordinary general meeting must be convened by the Board within two months if one fifth of members request it to do so.

Article 11. Any proposal signed by one twentieth of members according to the most recent annual list of members must be placed on the agenda.

Article 12. Members who, in application of Articles 10 and 11, request the convening of an extraordinary general meeting or the placing of a subject on the agenda of the meeting must submit a note in writing to the president of the Board stating their intention. In the case of a subject to be placed on the agenda, this note must be received by the president of the Board no later than 14 days before the date of the meeting.

Article 13. Any resolutions not on the agenda may be considered only if a two-thirds majority of the members present agree to vote on it. Resolutions not on the agenda will not be considered if they relate to the points listed in Article 8.

Article 14. All members must receive a written invitation at least 14 days before the date of the annual general meeting. The invitation must contain the agenda.

Article 15. All members have equal voting rights at the annual general meeting, and resolutions are adopted by a majority of the votes cast by the members present, except in cases determined otherwise by these articles of association or by law.

Article 16. The annual general meeting may adopt amendments to the articles of association only if the objective thereof is specifically stated in the invitation and if two thirds of members are present at the meeting. Any amendments require a two-thirds majority of votes cast in order to be adopted.
If two thirds of members are not or represented at the first meeting, a second meeting may be convened, which is deemed to be quorate regardless of the number of members present; in this case the decision will be subject to ratification by the civil court.
However, if the amendment concerns one of the objectives for which the association has been established, the foregoing rules are amended as follows:
a) a quorum will be deemed to be present at the second general meeting only if at least half the members are present,
b) a decision will be recognised at either meeting only if it is adopted by a two-thirds majority of votes cast,
c) if two thirds of members are not present at the second meeting, the decision will be subject to ratification by the civil court.

Article 17. The decisions of the annual general meeting are:
- brought to the attention of members by circular letter,
- entered in a special register for the purpose, which is kept at the registered office and may be consulted by third parties.

Chapter IV – The Board

Article 18. The association is administered by a Board consisting of a minimum of three and a maximum of twelve members. They are appointed by the annual general meeting for a term of office of three years, until the next annual general meeting. The position of Board member is an honorary one. The president, secretary and treasurer shall not step down at the same time. Members stepping down from the Board are immediately eligible for re-appointment. Applications must be submitted to the president in writing no later than 14 days before the annual general meeting.

Article 19. At its first meeting after the annual general meeting, the Board selects its president, a vice-president, a secretary and a treasurer from among its members and determines the scope of their responsibilities. The Board must meet no later than 30 days after the annual general meeting to decide on the distribution of tasks. In the president’s absence, his/her duties and powers are assumed by the vice-president. The Board may appoint one or more administrative assistants, who may or may not be members and may or may not be paid.

Article 20. The Board meets when convened by the president or secretary, as often as is required by the interests of the association. It is quorate only if a majority of its members are present. The Board’s decisions are taken, failing a consensus, by a majority of the votes cast by the administrators present.
Administrators who abstain from voting are not taken into account when calculating the majority needed for a decision to be adopted. Administrators with a personal interest in a matter must abstain from voting. If voting is tied, the president or his/her replacement has the casting vote.
The Board decides upon the admission of new members who have submitted an application in writing beforehand.
The secretary is responsible for keeping a record of meetings, including the names of the persons present, the agenda and the decisions adopted. The secretary’s signature is countersigned by the president. The minutes are deemed to be approved if no requests for changes are sent to the secretary within 14 days of their being sent to all members.

Article 21. The Board possesses full powers for the administration and management of the association. In particular, it may enter into any contracts or adopt unilateral acts binding or committing the association or its movable or immovable property. It may delegate any special powers to persons of its choice (whether members or not), appear before any court as plaintiff or defendant, and implement all judgments. The Board acts on behalf of the association in legal proceedings, whether as plaintiff or defendant.

The Board appoints an executive committee responsible for the day-to-day management of the association and for following up decisions taken by the annual general meeting and the Board. The members of the executive committee are appointed by the Board following the election of the Board and from among its members. The executive committee consists of, as a minimum, the president, vice-president and treasurer. It meets at the request of the president as often as required by the interests of the association. It is quorate only if two thirds of its members are present. The executive committee’s decisions are taken, failing a consensus, by a majority of the votes cast by the administrators present. If voting is tied, the president has the casting vote. The executive committee may take any decision that serves to ensure that the association functions properly, with the exception of decisions that are the prerogative of the annual general meeting or the Board. It is required to keep a record of its meetings, including the names of the persons present, the agenda and the decisions adopted.

The Board may be assisted in its many tasks by persons recruited for this purpose. The employees of the association are answerable to the Board. A person may not be both a member and an employee of the association at the same time. At the president’s request, employees may attend meetings of the executive committee or the Board in an advisory capacity whenever this serves the interests of the association.

As regards financial matters, in particular the management of accounts, the association’s treasurer may be assisted by a financial manager.

Article 22. Supervision of administration and financial matters is performed by a certified auditor appointed by the annual general meeting for a period of one year.

Article 23. The certified auditor ensures strict compliance with the articles of association and verifies the association’s management as a whole, including its accounts and cash held.

Chapter V – Resources, financial year, annual accounts

Article 24. The association’s resources consist of:
a) annual subscriptions;
b) donations and bequests to the association;
c) subsidies granted by individuals, companies or public authorities;
d) income from events, competitions, etc.

Article 25. The financial year runs from 1 January to 31 December.

Article 26. The accounts are closed at 31 December of each year and are submitted with the auditor’s report to the annual general meeting for approval.

Article 27.The association may be dissolved only by observing the formalities and conditions laid down in Article 20 of the Law of 21 April 1928 on not-for-profit associations and public-benefit institutions. The annual general meeting which declares the association dissolved must appoint one or more liquidators and stipulate their remit. The net assets of the association will be transferred to one or more associations engaged in identical or similar activities to those of the association, to be designated by the annual general meeting.

Article 28. Any matters not specifically provided for by these articles of association are governed by the provisions of the afore-mentioned Law of 21 April 1928.

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