RIPESS EU, Solidarity Economy Europe
Non-profit-making NGO (Association)
Association Rules and Regulations
the Association shall operate according to the democratic principles of discussion and consensus. Voting shall only be used for legal purposes or as a last resort should there be a failure to reach consensus.
Article 1 Provisional acceptance of new members
Requests for membership should be made the the Coordination Committee, who will take a provisional decision until such time as the next General Assembly shall validate the application. Following this provisional validation, a full year’s membership fee must be paid within the three months following the membership acceptance.
Article 2 Legal compliance relative to members’ registry
It is mandatory to submit and register a list in alphabetical order of the full names, residence and nationality of members of the Association at the official Luxemburg Company and Trading Register, within a month of publication of the articles of association. This list must be updated on an annual basis, indicating amendments to members in alphabetical order. This list is open to public consultation.
The update must be done within three months of the close of the Association’s financial year.
Article 3 Legal compliance relative to the Loss of membership or representatives
Resignation or exclusion of members is regulated by article 12 of the amended Luxemburg law of 21st April 1928 on non-profit-making NGOs (Associations) and Foundations. Members may only be excluded for serious violation of the articles of association, and all parties must be heard and granted the possibility to provide an explanation.
Members who fail to comply with the payment of specified membership dues laid out in accordance with the present articles of association shall be considered as having resigned. The legal deadline for payment shall be 12 months as of the date upon which membership fees are due. Exclusion of members may only occur in the circumstances set forth by the articles of association and by a 2/3-majority vote of the general meeting.
Members who have resigned or been excluded may lay no claim to the associate’s funds or reimbursement of membership fees previously paid.
All persons who no longer represent a network shall automatically lose their associate membership. The network shall retain their entitlement. Should networks change representative, they shall officially inform RIPESS-Europe of the change and appoint another representative during the same year, and inform the Coordination Committee of these changes prior to the next general meeting.
Article 4 Legal compliance relative to members’ invitations
Active members shall be informed of all calls for General Meetings by ordinary mail; at least15 days before the date of the Meeting. The invitation shall contain the agenda. Except in the circumstances set forth by the law, decisions shall be taken by a vote of absolute majority of the active members present or represented.
Article 5 Relative to the Coordination Committee renewal
One third of the Coordination Committee shall be renewed each year. The first to resign shall either volunteer or draw lots; their mandate shall be for a 1-year period only. Those members to have thus tendered their resignation are eligible for re-election by the General Meeting. The General Meeting may also withdraw a mandate
Article 6 Relative to the Coordination Committee meting
The Coordination Committee shall meet at least twice a year, convened by the general coordinator or at the request of the majority of the members. The Coordination Bureau shall set the agenda for the meetings. All members of the Coordination Committee may propose items to be included in the agenda.
Article 7 Relative to Decision-making Quorum in the Coordination Committee
A majority representation of members of the Coordination Committee is required for decisions taken to be valid. During the meetings of the Coordination Committee, members of the Coordination Committee may not represent another member of the Committee.
Article 8 Legal Compliance relative to the closure of annual accounts
At the end of the fiscal year, the Coordination Committee shall draw up the accounts for the year and prepare a budget for the following year, for approval by the Ordinary General Meeting, in accordance with article 13 of the amended Luxemburg law of 21 April 1928.
The cash ledger shall be verified by any statutory auditors nominated by the General
Meeting on the basis of their qualifications and for a duration that may not exceed 2 years.
These Auditors may not be members of the Coordination Committee. The auditors shall draw up a report to be presented to the General Meeting, who upon approval shall discharge the Coordination Committee from any liability.
Article 9 Legal compliance relative to dissolution
The General Meeting may not dissolve the Association unless two thirds of the members are present. Should this condition not be met, a second meeting shall be called. This meeting shall be entitled to take decisions irrespective of the number of members present. A decision to dissolve the Association is only valid if approved by a vote by a two thirds-majority of members present
Any such decision taken to dissolve the Association in a Meeting that fails to bring together two thirds of the members of the Association, shall be subject to validation by a Luxemburg civil court.
The ruling that declares either the dissolution of an Association or annulment of one of its acts may be appealed. This is equally the case for a court ruling concerning the liquidators’ decision in accordance with the final paragraph of article 19 of the amended law of 21st April 1928 on non-profit-making associations and foundations, or the validation of a decision by the General Meeting, in accordance with the final paragraph of article 20 of the same law.
Should dissolution be declared, the assets shall be credited to the RIPESS of another
continent. Should there be no other RIPESS, the General Meeting that has declared the dissolution shall also determine where any remaining assets shall be credited. Should the General Meeting not be in a position to take this decision, the liquidators will credit any remaining assets to a structure whose objectives are as close as possible to those of the Association.
Dissolution shall be carried out by one or more liquidators designated either in accordance with the articles of association or by a resolution by the General Meeting, or by default, by court order called for by any interested party or the Luxemburg Public Ministry.
Resolutions passed by the General Meeting and legal decisions concerning the dissolution of the Association, the conditions of liquidation and designation of the liquidators shall be published as extracts in the annexes to the Mémorial Luxembourgeois, in addition to the names, professions and addresses of the liquidators.
Assets may only be attributed after payment of any outstanding liabilities.
Attribution of any outstanding assets shall be published in the annexes to the Mémorial Luxembourgeois.This must not affect the rights of any third parties.
Creditors may take action withing five years as of such publication.
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