The statutes of Volt Luxembourg
⚠️ Please note that only the statutes submitted to the RCS in French have binding effect.
Volt Lëtzebuerg – Luxembourg, a.s.b.l.
Registered office: Schifflange
R.C.S. Luxembourg F12090
The General Assembly held on 11 January 2025 in Luxembourg hereby changes the Articles of Association of the non-profit association Volt Lëtzebuerg - Luxembourg (hereinafter referred to as ‘the Association’), governed by the Law of 7 August 2023 on non-profit associations and foundations (hereinafter referred to as ‘the Law’), created on 2 December 2018 in Reckange-Mersch.
Chapter I: Name, registered office, object and duration
Article 1 - Name
The name of the Association shall be: Volt Lëtzebuerg - Luxembourg. It is affiliated to Volt Europa A.I.S.B.L. and its members shall remain subject to the regulations of this organisation.
Article 2 - Registered office
The registered office of the Association is located in the commune of Schifflange.
The registered office of the Association may be transferred to any other place in the Grand Duchy of Luxembourg by decision of the Board of Directors. This decision must be reflected in the Articles of Association and filed with the Luxembourg Trade and Companies Register (hereinafter referred to as the ‘RCS’).
Article 3 - Object
The Association is a political movement created to influence public opinion in Luxembourg and the European Union in collaboration with Volt Europa, a progressive pan-European movement that wants to change the way politics is done in Europe.
The Association upholds the values on which the European Union is founded, as expressed in Article 2 of the Treaty on European Union, namely respect for human dignity, freedom, democracy, equality, the rule of law and respect for human rights, in particular the rights of persons belonging to minorities.
To achieve or promote its objects, the Association may use any means.
The Association is the owner or user of all movable and immovable property which may be necessary or useful for the realisation of its object.
Article 4 - Duration
The Association is established for an indefinite period from the date of its incorporation on 02/12/2018.
Chapter II: Members
Article 5 - Composition and definition
The Association is made up of members, who may be natural persons or legal entities.
The Association is made up of the following categories of members:
Full members : Full members are active members who have the rights described in these statutes. Full membership is granted by the Board of Directors.
Associated members : Associated members are members who, without prejudice to the provisions of the Articles of Association, are voluntary members. Associated members are not subject to the rights and obligations laid down by law and, consequently, do not have voting rights at General Assemblies.
The Board of Directors may, at any time it deems appropriate, create other categories of members and modify or revoke these categories.
Members must comply with these Articles of Association and with any internal rules introduced by the Board of Directors.
The number of members is not limited. However, the number of Full Members may not be less than three.
Article 6 - Membership procedure
Any natural person is eligible to become a member.
A corresponding application must be made to the Board of Directors, which shall take a final decision at one of its meetings. The Board of Directors shall ensure that the applicant is fully in agreement with the principles of the Association and the principles of Volt Europa.
An appeal against a decision on membership may be lodged with the Board of Directors or at Volt Europa level with the [Dispute Resolution Body (as defined in the Volt Europa statutes)]. The decision shall be communicated to the applicant electronically and in writing.
Article 7 - Loss of membership
Active membership is lost by :
written resignation by letter or e-mail to the Board of Directors,
the death of the individual,
resignation by operation of law in the event of non-payment of the annual subscription within three months of the subscription due date,
expulsion by the General Assembly for serious reasons or serious harm to the Association's interests.
The Board of Directors may suspend members who have committed a serious breach of the Articles of Association or of standards of honour and decency, pending a decision by the General Assembly.
Grounds for exclusion include, but are not limited to, failure to comply with the policies adopted by the movement and the object of the Association as described in Article 3.
Resigning or excluded members and their successors have no rights to the Association's assets, cannot claim reimbursement of contributions paid and do not have the right to inspect the Association's accounts, affix seals or demand an inventory.
Article 8 - Contributions
Members may be required to pay a monthly or annual subscription.
Full members' subscriptions are set annually by the General Assembly by a simple majority of votes. The maximum rate of contributions and payments to be made by members of the Association may not exceed €500.
The General Assembly may provide for different membership fees depending on the income of full members. In particular, subscriptions will be reduced for students, pensioners or other scenarios not provided for in the Articles of Association, subject to a specific written request to the Board.
Article 9 - Honorary membership
The General Assembly may, under the conditions it shall determine, confer on certain persons the title of Honorary Member of the Association.
Article 10 - Register of members
The Association shall keep at its registered office an up-to-date register of members in accordance with the conditions set out in Article 9 of the Law, which may be consulted by members.
Chapter III: The General Assembly
Article 11 - Definition
The General Assembly is composed of all Full Members (the ‘General Assembly’). However, Associate Members wishing to attend the General Assembly are not excluded.
The General Assembly is chaired by the Co-Chairmen or the Chairman or a person appointed by the Board of Directors to chair the assembly.
Article 12 - Powers
The General Assembly has the widest powers to take any decision affecting the Association.
The General Assembly shall have exclusive jurisdiction over the following matters
amending the Articles of Association,
the appointment and dismissal of directors and the determination of their number
the appointment and dismissal of auditors,
approving budgets and annual accounts,
dissolving the Association,
expulsion of a member,
the application for recognition as a charitable organisation.
Article 12 - Convening
The General Assembly is convened by the Board of Directors. It generally meets at least once a year, no later than six months after the end of the financial year, to approve the annual accounting documents for the past financial year and the budget for the following financial year.
The General Assembly must be convened at the request of at least one fifth of the members.
Article 13 - Notice of assembly and agenda
All members are convened to the General Assembly by the Board of Directors at least eight days before the date by post or e-mail. The agenda is attached to the notice.
Resolutions may be passed outside the agenda if the General Assembly agrees to them in person by a two-thirds majority of the active members present or represented.
Article 14 - Participation
All full members have an equal right to vote at the General Assembly and resolutions are passed by a majority of the votes of the members present or represented, except in cases where the law or the Articles of Association provide otherwise. In the event of a tie, the person chairing the assembly shall have the casting vote. In the event of two Co-Chairmen chairing the assembly casting different votes, the Co-Chairman who has been a member of the Association for longer shall have the casting vote.
Members may participate by videoconference or any other means of telecommunication enabling them to be identified, and are thus deemed to be present at the General Assembly.
Digital voting facilities must be available at all times.
Members may be represented by another member by means of a written proxy. A member may not hold more than two proxies. Extraordinary proxies must be submitted in writing for voting purposes. All proxies must be submitted to the person chairing the assembly prior to the seembly and must be attached to the minutes of the General Assembly.
Article 15 - Resolutions
Resolutions of the General Assembly shall be brought to the attention of the members by post or e-mail. They shall be signed by two members of the Board of Directors and kept in a register at the registered office of the association, where they may be consulted by members, associates and third parties.
Chapter IV: The Board of Directors
Article 16 - Role and composition
The Board of Directors has the power to perform all acts necessary and useful to the achievement of the corporate purpose, with the exception of those reserved by law to the General Assembly or which are contrary to law.
The Board of Directors comprises a minimum of 3 members and a maximum of 11 members, it being understood that it is for the General Assembly to determine the precise number of directors to be elected.
The Board may only validly deliberate if at least half of the directors are present or represented. Decisions are taken by a majority of the members present or represented. If one of the members of the Board of Directors finds himself in a conflict of interest situation, he shall not take part in the deliberations or vote. He shall inform the other members in advance, who shall appoint a person other than the director concerned to represent him.
The Association may delegate day-to-day management to one or more natural or legal persons, directors or not, members or not, acting alone or jointly. The delegation of day-to-day management is subject to the prior authorisation of the General Assembly.
Article 17 - Appointment and duties
The members of the Board of Directors are appointed by the General Assembly.
The directors shall appoint from among themselves, by a simple majority, the co-chairmen or chairman, vice-chairmen, secretary, treasurer and directors.
As far as possible, the composition of the Board should be gender balanced.
The term of office for directors is two years. The terms of office of the two Co-Chairmen or of the Chairman and the Secretary may not expire in the same year. Should this occur, the terms of office of the two Co-Chairmen or of the Chairman will be extended by one year. Outgoing directors may be re-elected.
The Board of Directors may decide to co-opt a full member onto the Board, provided that the maximum number of members appointed by the General Assembly is not exceeded. The co-opted member will not be considered a full member of the Board until he/she has been appointed by the next General Assembly.
Article 18 - Decisions
Decisions of the Board of Directors may be taken by unanimous consent of the directors expressed in writing in duly justified exceptional cases.
Directors may participate by videoconference or by any other means of telecommunication enabling them to be identified. They may give a postal or electronic mandate to another director to represent them at any meeting of the Board of Directors. The same director may represent only one other director at a time.
The resolutions of the Board of Directors shall be recorded in minutes which shall be signed by the person chairing the meeting and kept at the registered office of the Association.
Article 19 - With regard to third parties
All acts binding on the Association are validly signed on behalf of the Association by the joint signature of the Co-Chairmen or the Chairman and another member of the Board.
It is not necessary for these persons to provide proof of a prior decision by the Board or of any other authorisation to third parties.
The same power of representation shall apply to legal proceedings.
Article 20 - Liability
The Directors shall not incur any personal liability in respect of the Association's commitments, provided that they do not misuse their mandate. The liability of the directors is limited to the performance of the task entrusted to them.
Directors are not remunerated, but the General Assembly may decide otherwise by a qualified majority (66%), which must be published in the minutes of the General Assembly.
Chapter V: Other regulations
Article 21 - Budget and financial year
The financial year coincides with the calendar year.
At the end of each financial year, the accounts for the expiring financial year are approved by the Board of Directors and an inventory and balance sheet are drawn up, together with the budget for the following financial year. These are submitted to the Annual General Assembly for approval.
No later than eight days before the Annual General Assembly, the accounts and the budget shall be communicated to the active members, who may at that time ask to examine all the documents on which the accounts and the budget are based, without transporting such documents.
The positive balance shall increase the assets of the Association and may under no circumstances be distributed to members in the form of dividends or otherwise.
Article 22 - Amendment of the Articles of Association
The Articles of Association may be amended in accordance with the provisions of Article 15 of the Law.
Article 23 - Dissolution and liquidation
The association is dissolved and liquidated in accordance with the relevant provisions of the Law.
In the event of dissolution, the assets, after payment of the debts, will be transferred to Volt Europa AISBL or to the Association, foundation or institution that pursues the same object as the association thus constituted.
If there are several such institutions, the General Assembly shall make a choice or distribute the assets among the institutions that are eligible. If no institution is known to have a similar object, the General Assembly shall assign the assets to one or more associations, foundations or institutions which pursue an object which is in some way associated with the object of this Association.
Article 24 - Final provisions
For all matters not regulated by these Articles of Association, the Association declares that it will submit to the provisions of the Law.