Membership

Article 1.

The Association is named : « Association pour la Santé au Travail des Secteurs Tertiaire et Financier » abbreviated to « A.S.T.F. ». It may use either its full name or its abbreviated name.

It takes the form of a non-profit association.

The duration of the Association is unlimited.

Article 2.

Its registered office is in Luxembourg. It may be transferred by decision of the Board of Directors to any other municipality in the Grand Duchy of Luxembourg.

Article 3.

The purpose of the association is to create and operate an occupational health service as provided for by the law of June 17, 1994 concerning occupational health services. It may perform all acts directly or indirectly related to its purpose. In particular, it may lend its assistance and take an interest in any activity similar to its purpose.

Article 4. Membership status

1. There is no limit to the number of members of the Association. The minimum number of members is three.

2. The following may be admitted as members:

• Professional associations and
• Employers

who are active in banking and finance, insurance, accountancy, the auditing profession, asset management, investment funds, the legal profession, services provided on behalf of other companies (fiduciary) or in the tertiary sector in the broadest sense.

Article 5. Admissions

The admission of new members is decided by the Board of Directors on the proposal of the ASTF Management, in accordance with the majority rules laid down in the internal regulations.

Article 6. Loss of membership

Membership is lost in the following cases:

• by written resignation, subject to 3 months’ notice; a member who fails to pay his or her dues is also deemed to have resigned, provided that he or she has been duly summoned to do so, and on expiry of a period of three months after summons, following acknowledgement by the Board of Directors;
• by exclusion decided by the General Meeting by a two-thirds majority of votes cast, in the event of serious misconduct prejudicial to the Association’s interests;
• when the member no longer meets the requirements of article 4.2.
  However, by way of exception, upon decision of the Board of Directors, the member may remain with the Association for a maximum period of twelve months.

Article 7.

A member who resigns or is excluded, and his or her heirs and assigns, have no claim on the social fund and cannot recover any contributions paid by him or her.

Article 8.

1. Each member must pay an annual membership fee. The amount is set by the General Meeting.
The membership fee is calculated in proportion to the number of employees employed by each member at December 31st of the previous year.
The basic fee per employee may not exceed 100 euros (one hundred euros).
On payment of these contributions, the member is entitled to the health service benefits provided for by law.

2. Upon request, the Association may provide any other type of service related to health prevention. These services will be invoiced individually to each member.

Article 9.

The Association is administered by a Board of Directors made up of at least four individuals elected by the General Meeting for a two-year term, which may be revoked at any time. Retiring directors are eligible for re-election.

Article 10.

In the event of a vacancy occurring in the Board of Directors, the Board of Directors may temporarily fill the vacancy by co-opting a new member. The definitive replacement is ratified at the next Annual General Meeting. Should ratification by the General Meeting not be obtained, the validity of the deliberations and acts carried out remains unaffected.

Article 11.

The Board of Directors appoints a Chairman, Vice-Chairman, Treasurer and Secretary from among its members by a simple majority.

Article 12.

Directors are under no personal obligation by virtue of their office, and are responsible only for the performance of their mandate. Their services are provided free of charge.

Article 13.

Resolutions may be adopted outside the agenda provided they are passed unanimously by the members present or represented.
Circular resolutions may be adopted by the Board of Directors under the conditions laid down in the internal rules.

Article 14.

The General Meeting is made up of all members.

Article 15.

The General Meeting is the sovereign body of the Association. It has the powers expressly granted to it by law or the present Articles of Association.

In particular, it is responsible for:
1) amendment of the Articles of Association;
2) appointment and removal of directors;
3) approval of budgets and accounts;
4) setting the annual membership fee;
5) voluntary dissolution of the association.

Article 16.

At least one General Meeting must be held each year, normally in April.

An Extraordinary General Meeting of the Association may be convened at any time by decision of the Board of Directors.

It must be convened at the request of at least one-fifth of the members. Each meeting will be held on the day, at the time and place specified in the notice of meeting.

Article 17.

The General Meeting is convened by the Board of Directors by letter or e-mail sent to each member at least eight days before the date of the General Meeting. The agenda is mentioned in the notice of meeting. The Meeting may adopt resolutions outside the agenda. In this case, they must be adopted unanimously by the members present or represented.

Article 18.

No amendment to the Articles of Association may be made unless it has been adopted in accordance with the provisions of the law.

Article 19.

A set of internal regulations sets out the Association’s organizational and operational procedures. They are submitted to the General Meeting for approval.
Internal bodies such as committees may be set up in accordance with the rules laid down in the internal regulations.

Article 20.

The financial year begins on January 1 and ends on December 31.

Article 21.

The financial statements for the year just ended and the budget for the following year will be submitted annually to the Ordinary General Meeting for approval.

Article 22.

The General Meeting will appoint an auditor to audit the Association’s accounts and present an annual report. It will determine the auditor’s term of office.

Article 23.

The Association may only be dissolved in accordance with the provisions of the law. In the event of dissolution of the Association, the General Meeting, on the proposal of the Board of Directors, will appoint the liquidator(s), determine their powers and indicate the allocation to be given to the Association’s assets.

Article 24.

All matters not expressly provided for in these Articles of Association or in the internal regulations are governed by the applicable legal provisions.