Statutes declared at the Extraordinary General Assembly of September 28, 2004 and approved by the District Court of Luxembourg on December 17, 2005.
CHAPTER I.
Name – Purpose – Registered Office – Duration
Art. 1.
The Association is named ” CERCLE MUNSTER “.
The purpose of the circle is to promote contacts and personal relationships of friendship between people from the industrial, commercial, banking and liberal professions by providing them with a meeting place.
It may lease suitable premises and, as an accessory, operate a bar and a restaurant reserved for members and their guests, without any profit motive.
It may also be interested in any similar operation, provided that such operations are of sufficient interest to its members. It may affiliate with similar circles or clubs abroad in order to promote exchanges and to enable its members to find a hospitality outside Luxembourg. It may receive subsidies or donations.
The Circle has its official domicile in Luxembourg.
Its duration is unlimited.
CHAPTER II.
Composition of the Association – Subscriptions.
Art. 2.
The number of full members, at least ten, is unlimited.
The Association shall be composed of resident members and non-resident members, all of whom shall be full members.
Non-resident members are those who have their domicile or usual residence more than 100 kilometres outside the Grand Duchy of Luxembourg.
Non-resident members are not allowed to use their membership card at the affiliated Circles of their place of residence.
Any person wishing to be part of the Circle as a full member, will make his request to the Board of Directors. This application must be supported by two full members.
The members must be at least 18 years old.
The Board of Directors, or by delegation the Admission Committee appointed by it, will decide on the application by secret ballot and by a two-thirds majority of votes, at its next meeting.
The Board of Directors may also appoint “honorary members”, whether or not they are effective.
Art. 3.
Any person wishing to visit the Cercle Munster will be able to do it without being effective member, provided that he belongs to an affiliated Circle or Club or that he is accompanied by an effective member.
Art. 4.
Membership is suspended:
- by voluntary resignation,
- by refusal to pay the annual contribution on the due date,
- by exclusion pronounced without appeal by the Board of Directors
For serious reasons, the concerned Member having been called to provide his explanations.
In the event of resignation or exclusion the contribution remains acquired to the Circle.
Art. 5.
1. The maximum annual fee for full members is as follows:
- Resident members EUR 400 (four hundred euros)
- Non-resident members EUR 200 (two hundred euros)
These amounts are expressed in 100 (one hundred) of the official cost of living index, with which they will be evolved; the fees are due upon admission and then on the first of January of each year.
2. The entrance fee for new members will be a maximum of EUR 750 (seven hundred and fifty euros) (index 100) with the exception of members who are also shareholders of S.A. Munster, which will be 5 (five) times less. This entrance fee will remain definitely acquired to the Circle. The non-resident members will pay an entrance fee equal to half that of the resident members.
Art. 6.
The annual fees and the entrance fee stated in Art. 5 shall be fixed by the Board of Directors and submitted to the approval of the General Assembly.
CHAPTER III.
Administration and Supervision
Art. 7.
The Cercle Munster is managed by a Board of Directors composed of at least three and at most ten members, taken from among the full members and elected by the General Assembly for a period of three years at the most.
The General Assembly may dismiss them at any time. Outgoing members may be re-elected. In the event of a vacancy in the Board of Directors, the remaining directors shall co-opt a new member to complete the term of office.
The Board of Directors shall elect from among its members a President, a Vice-President, a Secretary and a Treasurer.
The Board may appoint one or more collaborators whose duties and remuneration it shall determine.
Art. 8.
Powers of the Board.
The Board of Directors has all the authority not expressly reserved to the General Assembly by law or by the statutes.
In particular, it can take legal action in the name of the association represented by the president of its Board of Directors; the Board represents the association in its relations with private individuals and public authorities, it can acquire, alienate, exchange, mortgage the goods of the association, it can conclude loans, stipulate the clause of parrying, give release of all registrations of office or other, before or after payment, conclude leases of any duration; It provides for the investment of available funds, accepts donations or legacies, subject to the authorizations provided for by the law, draws up the annual accounts and the draft budget for the coming financial year, and issues the necessary regulations.
It shall admit new members under the conditions laid down in Article 2. It may also, at any time, decide to suspend the admission of new members until further notice.
It must also ensure that a balance is maintained between the various professions represented.
It may, under its responsibility, delegate its authority either for the day-to-day management of the association, or for one or more specific matters, to a person selected from within or outside the association.
It may appoint one or more committees composed of three to five members, effective or not, whose mission it will determine, such as a committee for the admission of new members.
The joint signatures of two directors or of a director with the signature of a person entitled to delegate the day-to-day management are validly binding on the association. Receipts are validly issued under the simple signature of the person in charge of the day-to-day management or of the person specifically in charge of collections.
Art. 9.
The Board shall meet whenever necessary and at least four times a year at the call of the President, the Vice-President or the Secretary.
It is chaired by the President, or in his absence by the Vice-President, or in their absence by the most elderly administrator.
The administrators may give, even by correspondence (letter, telegram, fax or telex), a mandate to one of their colleagues to represent them at the deliberations of the Board of Directors, the same administrator being able to represent only two of his colleagues at the most. Such a mandate is valid for one meeting only.
Decisions are taken by a majority of the votes of the directors present or represented. In the event of a equality of votes, the vote of the person chairing the meeting is the deciding vote.
Art. 10.
The supervision of the Association is entrusted to a Commissioner, appointed by the General Assembly of the members, who determines the duration of his function, which shall be for a maximum of three years.
The Commissioner has an unlimited right of supervision and control over all operations of the Association. He may inspect the books, the correspondence, the minutes and generally all the records of the Association without having to leave the premises
CHAPTER IV.
Financial Year – Accounts – Budget – General Assembly.
Art. 11.
The financial year begins on January 1 and ends on December 31 of each year.
Each year, the Board of Directors will convoke a general assembly of the full members to approve the report and the accounts of the past fiscal year, the auditor’s report and to examine the budget for the next fiscal year.
The Board of Directors may at any time convene the General Assembly to submit to it the proposals it deems useful; it must be convened when one fifth of the full members so request.
The convocations must mention the agenda; they are made by postal notice at least eight days in advance.
The General Assembly deliberates regardless of the number of full members present or represented by means of special mandates.
It takes its decisions by an absolute majority of the voters; all full members have an equal right to vote; voting by proxy is allowed; the proxy must be a full member himself. Appointments are made by relative majority. Voting takes place by a show of hands, unless the assembly decides otherwise.
The resolutions of the general assembly are recorded in an ad hoc register and signed by the members who acted as chairman and secretary of the assembly.
CHAPTER V.
Amendments to the Statutes
Art. 12.
The general assembly can only validly deliberate on modifications to the statutes if the object of these modifications is specially indicated in the notices of meeting and if the assembly gathers two thirds of the members. The convocations will be made by postal notice at least eight days in advance. No amendment may be adopted without a two-thirds majority of the votes. If two-thirds of the members are not present or represented at the first meeting, a second meeting may be called which may deliberate regardless of the number of members present, but in this case the decision will be subject to the approval of the civil court.
In case of modification to the object of the association, it will be proceeded in accordance with art. 8, para. 3 of the law of April 21, 1928.
CHAPITRE VI.
Dissolution
Art. 13.
Dissolution may only be pronounced subject to compliance with the conditions set out in Article 8, paragraphs 1 and 2 of the law of 21st April 1928. In the event of dissolution, the assets remaining after liquidation and payment of debts shall be allocated in accordance with the decision of the general meeting which pronounced the dissolution.
In the event that the dissolution is pronounced by judicial authority, in accordance with Article 18 of the law of twenty-one April nine hundred and twenty-eight, the decision on the allocation of the association’s net assets shall be made by the courts.
Art. 14.
General provision.
For all matters not regulated by these articles of association, the members declare that they are subject to the provisions of the law of 21 April 1928 on non-profit associations and its subsequent amendments.
The articles of association of the association were recorded by Mr Paul Frieders, notary resident in Luxembourg, on 16 November 1983. They were deposited at the registry of the district court of and in Luxembourg on 16 December 1983 and were published in the MEMORIAL “C” n°8 of 11 January 1984 (Pages 367-373).