Membership

Article 1.

The Association is named : « Association pour la Santé au Travail des Secteurs Tertiaire et Financier » (hereinafter, the « Association »).

It takes the form of a non-profit association governed by the law of 7 August 2023 on non-profit associations and foundations (« Law of 7 August 2023 »), as well as by these statutes.

The duration of the Association is unlimited.

 

Article 2.

Its registered office is established in the City of Luxembourg.

Article 3.

The Association’s purpose is to:

• develop and administer an inter-company occupational health service as provided for by the law of 17 June 1994 as amended concerning occupational health services; and,
• advise its members on health risk prevention, safety and well-being.

It may carry out all activities directly or indirectly related to its purpose. It may notably lend its assistance to and take an interest in any activity similar to its purpose.

Article 4. Member status

1. The number of active members (hereinafter: “members”) of the Association is not limited. Its minimum is set at two.

2. May be admitted as members:

• professional associations and
• employers

who are active in the banking and financial sectors, insurance, accounting expertise, auditing profession, asset management, investment funds, legal profession, or in the tertiary sector.

 

Article 5. Admissions – Rights and obligations of members

The application to become a member must be addressed to the Board of Directors, which rules sovereignly at one of its meetings, following the quorum and majority rules set for the Board of Directors by these statutes.

By derogation, the President may give his agreement to the provisional participation of a candidate in the Association’s activities. This provisional admission does not confer member status and gives no voting rights at the General Meeting nor any other rights reserved to members.

The provisional admission must be ratified by the Board of Directors at its next meeting following the President’s approval. In the absence of ratification, the provisional participation automatically ends without notice.
All members undertake to respect the statutes and the internal regulations.

Members benefit from voting rights at the General Meeting, subject to the provisions of Article 6.

 

Article 6. Loss of member status

Membership is lost in the following cases:

a) by written resignation with three months’ notice; a member who does not pay the contributions incumbent upon him is also deemed to have resigned, provided he has been duly summoned and upon expiry of a period of three months after summons, following acknowledgment by the Board of Directors;
b) by exclusion pronounced by the General Meeting by a two-thirds majority of votes in the event of serious acts likely to harm the Association’s interests;
c) when the member no longer meets the requirements of Article 4.2. However, by exception and upon decision of the Board of Directors, the member may remain within the Association for a maximum period of twelve months;
d) the dissolution of the legal entity.

 

Article 7.

The resigning or excluded member, as well as his beneficiaries, have no rights to the Association’s social fund and cannot recover the contributions paid by him.

Article 8.

1. Each member must pay an annual contribution for his membership in the Association and his registration in the members’ register. Its amount is set by the General Meeting, or by the Board of Directors in cases where the proposed increases follow the consumer price index.

The contribution is calculated in proportion to the number of employees employed by each member on 31 December of the previous year.

The basic annual contribution per employee may not exceed EUR 150 (one hundred fifty EUR) at the consumer price index on the day of approval of these statutes.

Upon payment of these contributions, the member is entitled to health service benefits that are mandatorily provided by law.

2. The Association may provide upon request any other type of service in relation to health prevention. These services will be billed individually to each member.

Article 9.

The Association is administered by a Board of Directors composed of at least four directors; the precise number of its members being set by the General Meeting.

The directors may be natural persons or legal entities, members or non-members of the Association, appointed by the General Meeting for a three-year term, and revocable by it at any time. Outgoing directors are re-eligible a maximum of four times.

When a legal entity is appointed, it designates a permanent representative responsible for executing this mission in the name and on behalf of the legal entity.

 

Article 10.

The Board of Directors has all powers that are not exclusively within the purview of the General Meeting.

The Board only deliberates validly if at least half of its members are present or represented. Its decisions are made by majority of members present or represented. Directors who participate by videoconference or other means of telecommunication allowing their identification and guaranteeing effective participation are deemed present for calculating the quorum and required majority, with deliberations being broadcast continuously.

Directors may give, by postal or electronic means, a mandate to another director to represent them at any Board of Directors meeting. The same director may only represent one other director at a time. The mandate is only valid for a single session.

If there is a tie in votes, that of the President or, in his absence, that of the Vice-President is decisive.

 

Article 11.

The Board of Directors designates by simple majority among its members a President, a Vice-President, a Treasurer and a Secretary.

The Board of Directors meets at least twice a year, upon convocation by the President who sets the agenda.

Convocations are sent by postal or electronic means at least eight days before the scheduled date.

 

Article 12.

Directors do not contract, by reason of their function, any personal obligation relating to the Association’s commitments. Their responsibility is limited to the execution of their mandate and to faults committed in their management. This is exercised gratuitously and collectively.

 

Article 13.

Board of Directors decisions may be made by unanimous consent of directors expressed in writing in exceptional cases duly justified.

Minutes are drawn up for each session and are signed by the director who presided over the session and, where applicable, by the secretary.

 

Article 14.

The director’s mandate expires by:

• expiry of the term;
• death of the director;
• revocation at any time by the General Meeting;
• voluntary written resignation addressed by simple letter to the Board of directors.

 

Article 15.

Towards third parties, the Association is validly bound by the joint signature of two members of the Board of Directors.

Two directors have joint authority to also represent the association in legal proceedings.

Article 16.

The daily management of the Association’s affairs as well as the representation of the Association regarding this management may be delegated to one or more natural or legal persons, directors or not, members or not, acting alone or jointly.

The delegation of daily management to a director is subject to prior authorization from the General Meeting and imposes on the Board of Directors the obligation to annually report to the general meeting on the salaries, fees and any benefits allocated to the delegate.

 

Article 17.

The mandate of delegate to daily management is granted for an indefinite duration.

The mandate may be revoked at any time by the Board of Directors except for revocations of a director in charge of daily management, which fall under the competence of the general meeting.

The mandate ends in case of death or resignation of the delegate.

Article 18.

The General Meeting is composed of all members.

 

Article 19.

The General Meeting is the Association’s sovereign body. It possesses the powers expressly recognized to it by law or these statutes.

The following are notably reserved to its competence:

• amendment of the statutes;
• appointment, revocation of directors and setting their number;
• appointment and revocation of a director delegated to daily management;
• appointment and revocation of the approved statutory auditor;
• discharge to be granted to directors and the approved statutory auditor;
• approval of budgets and annual accounts;
• dissolution of the association and appointment of the liquidator;
• exclusion of a member.

 

Article 20.

At least one General Meeting must be held each year, within six months following the close of the financial year, to approve the annual accounting documents of the past financial year as well as the budget for the following year.

The General Meeting must meet if at least one-fifth of the members request it.
Each meeting is held on the day, time and place mentioned in the convocation.

 

Article 21.

The General Meeting is convened by the Board of Directors by letter or electronic mail addressed to each member, at least fifteen days before the date of the General Meeting. The agenda is attached to the convocation.

The General Meeting may pass resolutions outside the agenda. In this case, they must be adopted unanimously by members present or represented.

Any prevented member may be represented by another member duly mandated in writing for this purpose.

General Meetings may be held with the physical presence of participants or by videoconference or any other means of telecommunication guaranteeing effective participation, with deliberations being broadcast continuously. Members who participate in the General Meeting by videoconference or by means of telecommunication allowing their identification are deemed present.

 

Article 22.

The General Meeting rules without quorum by majority of votes expressed except in cases where it is decided otherwise by law, notably the amendment of statutes.

Article 23.

Internal regulations establish procedures as well as organizational and operational arrangements of the Association in execution of these statutes. They are established and modified by the Board of Directors and submitted for ratification to the General Meeting.

Article 24.

The financial year begins on the first of January and ends on the thirty-first of December of the same year.

Each year and at the latest six (6) months after the closing date of the financial year, the Board of Directors submits to the General Meeting, for approval, the annual accounting documents relating to the past financial year established in accordance with the Law of 7 August 2023, as well as the budget draft for the following year.

Within one month of their approval by the General Meeting, the Board of Directors deposits and publishes the accounting documents in accordance with the Law of 7 August 2023.

 

Article 25.

The General Meeting appoints an approved statutory auditor responsible for the statutory audit of the Association’s annual accounts. It sets the duration of his mandate.

The approved statutory auditor may be revoked at any time, with or without cause, by decision of the General Meeting.

Article 26.

The General Meeting may only validly deliberate on dissolution if the subject thereof is specifically indicated on the agenda and if the General Meeting brings together at least two-thirds of the members present or represented.

If two-thirds are not present or represented at the first General Meeting, a second Meeting, convened at least 8 days in advance, must be held at the earliest fifteen days after the first.

This second General Meeting may deliberate validly regardless of the number of members present or represented and adopt the dissolution by a three-quarters majority of votes of members present or represented.

The convocation to the second assembly reproduces the agenda indicating the date and result of the first assembly.

In case of dissolution of the Association, the General Meeting, upon proposal of the Board of Directors, shall designate the liquidator(s), determine their powers and indicate the allocation of assets to another non-profit association whose corporate purpose comes as close as possible to the Association’s corporate purpose or to any other public utility association having its seat in Luxembourg or in another Member State of the European Union.

 

Article 27.

Everything not explicitly provided for in these statutes or in the internal regulation is governed by the legal provisions in force.

* * *

Only the French version of these statutes is authoritative.