ARTICLES OF ASSOCIATION

Chapter I – Name, membership, registered office, term, financial year

Article 1 – Name, membership

A non-profit organisation called "Fédération des Jeunes Dirigeants d’Entreprise de Luxembourg" (Luxembourg Federation of Young Business Leaders), in abbreviated form, "FJD", has hereby been formed by the undersigned and all those who shall subsequently become members. The FJD may become a member of other Luxembourg or international federations, associations or groups by a resolution of the General Meeting passed on a simple majority vote of the members present or represented. 

Article 2 - Registered office

The registered office of the FJD shall be in L-2981 Luxembourg, 7, rue Alcide de Gasperi. It may be transferred to any other place in Luxembourg by a resolution of the Board of Directors subject to publishing an announcement in the Mémorial and written notification being sent to all its members.

Article 3 – Term

The FJD is established for an indefinite term.

Article 4 – Financial year

The financial year shall run from 1 October to the following 30 September. The first financial year shall commence on the date of incorporation and end on 30 September 1977.

Chapter II – Object

Article 5 – Object

The object of the FJD is to contribute by all and any means to facilitating and strengthening the effective conduct of business leadership in the economic and social fields.

Chapitre III – Members

Article 6 – Admission

Associates of the FJD are referred to as members. The minimum number of members shall be ten (10). 

Any person exercising management responsibility and performing a leadership role of a financial nature in a private or public sector enterprise operating lawfully in the Grand Duchy of Luxembourg or abroad may be a member of the FJD. Admission of a member and membership are linked with his/her role in the enterprise. 

Members must be aged less than 45 at the start of the financial year, unless specially decided otherwise by the Board of Directors and must abide by these Articles of Association. To be admitted, any new member must be put forward by two sponsors, both of whom must be members. These sponsors may not be members of the Board of Directors at the time of sponsoring the new member. 

The sponsors' task shall consist in supporting only those applications which meet the above-mentioned admission criteria and, after the candidate's final admission, to familiarise the candidate with the FJD's procedures, particularly the Internal Procedures, to introduce the new member to existing members at events organised by the FJD and to contribute actively in all ways to the induction of the new member. 

The Board of Directors shall decide on the proposal without having to give reasons for its decision. Similarly, the Board of Directors may question the membership of an existing member in the event of the membership criteria as defined above no longer being met. 

Each new member shall be subject to a probationary period of a maximum duration of one year. His/her membership shall become permanent on a decision by the Board of Directors which shall assess the new member for compliance with the Internal Procedures, in particular his/her attendance record, diligent presence and commitment with regard to the FJD. 

Without having to give its reasons, the Board of Directors may grant a member sabbatical leave of a maximum duration of one year in order to relieve him/her temporarily of his/her duties. 

Article 7 – Cancellation

Membership shall automatically be cancelled off for one of the following reasons: 

• reaching the age limit before the start of the financial year, 
• non-payment of the membership fee within the legal deadline, 
• resignation by the member, 
• exclusion decided by the Board of Directors during or at the end of a member's probationary period, 
• exclusion decided by the Board of Directors in the event of the membership criteria as defined in Article 6 no longer being met, 
• exclusion decided by the Board of Directors for any act deemed contrary to the ethos of the FJD or that may be prejudicial to it 
  

Article 8 – Membership fees

The amount of membership fees shall be set by the Board of Directors at the start of each financial year: this amount may however not exceed €24.79 per annum using the index base 100 of 1948 (weighted consumer price index).

Any member admitted during the financial year shall be liable for his/her fee for that year. In the event of membership being cancelled, no refund of the membership fee shall be due.

Any member that has not indicated by registered letter his/her intention to resign from the FJD by 1 July of that year or who has not reached the age limit before 30 September of that year shall remain a member for the following year and his/her membership fee shall be due.

The membership fee shall be payable on being set by the Board of Directors or, for members admitted during the financial year, on their admission.

Chapitre IV – Management

Article 9 – Board of Directors

The FJD shall be represented and managed by a Board of Directors consisting of at least four members including a president, outgoing president, general secretary and a treasurer. All matters not reserved by the law or these Articles of Association for the General Meeting shall fall within its remit.

The Board of Directors may delegate to a Management Board consisting of Advisers all matters that are not reserved for the Board of Directors by the law, these Articles of Association or the Internal Procedures.

Members of the Board of Directors shall be elected by the General Meeting for a term expiring at the end of the following Annual General Meeting. They may be dismissed at any time by a General Meeting.

Prior to the election, each candidate shall specify precisely which board position he or she is applying for.

If there are several candidates for the same board position, the related election shall take place by secret ballot.

Article 10 – President

The president, whose role is defined in the Internal Procedures, shall be eligible only after having served the FJD as a general secretary for at least six months, unless specially exempted by the General Meeting acting on a two-thirds majority of the votes present or represented. The president may be re-elected for a further term immediately or after an indefinite period following the expiry of his/her first term.

Article 11 – Management Board

The FJD shall be managed in accordance with the provisions of the Internal Procedures by the Board of Directors which may, at its discretion, delegate certain tasks to a Management Board comprising:

• a group of Advisers appointed from the members of the FJD and co-opted by the Board of Directors which shall be at the Board of Directors' disposal in accordance with the provisions of the Internal Procedures.

Chapitre V – General Meeting

Article 12 – Remit

The General Meeting shall be the FJD's supreme body. It shall:

• elect the Board of Directors, 
• examine and decide on the annual report and financial position presented by the Board of Directors, 
• decide to grant discharge to the Board of Directors for the year just ended. 
  

Article 13 – Date and place

The General Meeting shall be held every year on the third Monday in October at the time and in the place indicated in the notice of the meeting. 

If this date is a public holiday in Luxembourg, the General Meeting shall be held on the following working day. 

Article 14 – Notices of meetings

Written notice including the agenda shall be sent by the Board of Directors to all members at least 10 days before the date of the General Meeting. 

The Board of Directors may convene an Extraordinary General Meeting. It is required to convene an Extraordinary General Meeting if one fifth of the members so requests in a written memorandum sent to the Board of Directors describing the subject of the motion to be placed on the agenda. 

Such notice must be given within two months with effect from receipt of the request, this deadline being suspended during the holiday period determined by the Internal Procedures. 

Article 15 – Chair

The General Meeting shall be chaired by the president of the FJD or, in his/her absence, by a replacement designated in accordance with the Internal Procedures.

Article 16 – Resolutions

Each member shall have a vote in General Meetings. 

Resolutions of the General Meeting shall be passed on a majority of the votes cast, except for the vote on the exemption set out in article 10 on amendments to the Articles of Association or dissolution of the FJD. 

Any member may be represented at the General Meeting by another member by way of a written proxy. 

A member cannot represent more than two other members at a General Meeting. 

 Resolutions by the General Meeting shall be brought to the members' attention by circulation of documents and, in the case of changes to the Board of Directors, amendments to the Articles of Association or dissolution, by publication in the Mémorial. 

Chapitre VI – Internal Procedures

Article 17 – Establishment, approval

Internal Procedures shall be established on the initiative of the Board of Directors and subject to the approval of the General Meeting. 

Any amendments to the Internal Procedures must be approved by the General Meeting passing resolutions on a simple majority vote by the members present. 

Chapitre VII – Amendments to the Articles of Association – Dissolution

Article 18 – Amendments to the Articles of Association – Dissolution

These Articles of Association may be amended and the dissolution of the FJD may be decided by applying the procedures set out in Luxembourg law.