Association da Vinci a.s.b.l.,
Non-profit association (formerly A.L.I.A.I.)
Registered office: 6, boulevard Grande-Duchesse Charlotte
L-1330 Luxembourg
Luxembourg Register of Commerce and Companies N°: F3605

AMENDMENT OF THE STATUTES
following the Extraordinary General Meeting of January 15, 2015

§ 1. Denomination, purpose, duration, registered office

Art. 1.  The Association shall bear the name «Association da Vinci a.s.b.l.», in abbreviated form «da Vinci».

The Association has legal personality. It undertakes not to interfere in political, trade union and religious debates.

Art. 2. The Association has been constituted for an unlimited period.

Art.3. The registered office of the Association is located in L-1330 Luxembourg, 6, boulevard Grande-Duchesse Charlotte.

It may be transferred to any other place in the municipality of Luxembourg by simple decision of the Board of Directors.

Art. 4. The Association pursues following objectives:

• to bring together engineers, scientists, industrials and architects as well as any other persons representing the economic and industrial sector;
• to create and maintain regular and friendly relationships amongst its members;
• to contribute to the development of science, technique, industry, engineering, architecture and urbanism in their broadest sense, in order to give them their rightful place in the society and encourage activities of technological, scientific, industrial and architectural nature;
• to follow-up the progress achieved in all areas of science, to reflect on the interaction between technique, economy, culture and ethics as well as to promote technological research and development;
• to ensure the protection of the title of the engineer in accordance with the modified Law of 17 June 1963 aimed at protecting the titles relating to higher education;
• to protect and support its members in the exercise of their functions and to defend their professional interests;
• to follow-up the general and professional education of its members;
• to cooperate with national and foreign associations pursuing the same or complementary goals;
• to express its views towards the public authorities regarding questions related to the profession of the engineer, the architect and the industrial;
• to promote science, industry, technique and architecture towards the public;
• to publish the magazine called Revue Technique Luxembourgeoise.

The Association can undertake all actions that help accomplishing its purpose.

§ 2. Composition of the Association, admission, resignation, membership fees

Art. 5. The Association is composed of:

• active members
• associate members
• supporting members
• honorary members

Active members

To be accepted as an active member, the applicant shall hold a relevant degree:

in the field of engineering, architecture, applied or exact sciences

• certifying accomplished long-cycle theoretical/scientific studies (at least equivalent to Master Degree – i.e. 300 ECTS/European Credit Transfer System, as defined in the present or future Bologna Process),

or

• certifying accomplished medium-cycle theoretical/scientific studies (at least equivalent to Bachelor Degree, i.e. 180 ECTS/European Credit Transfer System – as defined in the present or future Bologna Process).

Any applicant, who wants to join the Association, shall submit an application including the supporting documents to the Board of Directors. After examination of the application, the Board of Directors decides by absolute majority of its members on the admission of the applicant as an active member of the Association.

The minimum number of active members shall be three.

Associate members

Students from schools or universities, which are entitled to grant the academic degrees as specified for the active members, can be accepted as associate members for a duration limited to maximum seven (7) years.

For the admission of associate members, the administrative procedure is the same than for active members.

Supporting members

Supporting members are natural or legal persons, who support the objectives of the Association in a moral and/or financial way:

• persons, who lead important companies or participate, in an essential way, in the technical or scientific management thereof, or occupy functions, through which they contribute to the technical or economic development of the country;
• persons, who have superior technical or scientific knowledge;
• persons, who hold a leading position in the public services sector;
• any other natural or legal person, who wants to support the Association in accomplishing its objectives with moral or financial support.

For the admission of supporting members, the administrative procedure is the same than for active members.

Honorary members

Upon proposal of the Board of Directors of the Association, the General Meeting may appoint honorary members. This title is granted to persons, who provided, with their moral or financial support, good and loyal service to the Association.

The supporting members (legal persons), associate members or honorary members may attend all meetings and events of the Association, but without any active or passive right to vote.

Art. 6. Membership to the Association may be lost:

• by voluntary resignation, sent in writing to the Board of Directors of the Association;
• if the annual membership fee has not been paid for two consecutive years, after summons to pay sent via registered letter remained without effect during three months;
• by exclusion pronounced by the General Meeting ruling by a majority of two-thirds of the votes of the active or supporting members present for conduct seriously prejudicial to the Association’s interests and notified by registered mail. The exclusion shall not be effective without the party concerned having given the opportunity to express his views to the Board of Directors;
• with the death of the member.

The associate membership of students from schools or universities, which are entitled to grant the academic degrees as specified for the active members, automatically ends at the latest after a term of maximum seven (7) years.

Resigning or excluded members have no right for a refund of payment from membership fees. They have no rights to any part of the Association’s assets.

The Board of Directors of the Association can suspend the rights of any member until the next coming General Meeting, which shall decide on the exclusion of the member by a two-thirds majority vote of the active or supporting members present.

Art. 7. Membership fee

The active or supporting members (natural persons) pay an annual membership fee determined by the General Meeting and which shall not exceed 100,- Euros (IPCN. 100).

The associate members are exempted from payment of the annual membership fee.

The honorary and supporting members (legal persons) are exempted from paying membership fees, but are invited to support the Association.

The membership fees cover the financial year starting on the 1^st of January and ending on the 31^st of December.

In exceptional cases, the Board of Directors may remit all or part of the fee for the current year to members, who presented a motivated request.

§ 3. Board of Directors, Executive Committee

Art.8.  The Association is administered by a Board of Directors composed of a maximum of 21 active and/or supporting members (natural persons).

The Board of Directors elects among its members a vice-president, a secretary, an assistant secretary, a treasurer and an assistant treasurer, who, together with the president, compose the Executive Committee of the Association.

The Executive Committee shall execute all decisions taken by the Board of Directors and conducts the day-to-day management of the Association. The Executive Committee meets whenever the needs of the Association call for it.

The term of office of the members of the Board of Directors and their respective functions is three years. Outcoming directors are re-eligible.

If a vacancy of a Board mandate occurs between two General Meetings, the Board may temporarily designate a substitute. This shall be confirmed at the next coming General Meeting.

If a vacancy occurs prior to the expiry of the term of office, the appointed Director shall finish the term of office of the Director he replaces.

For a transition period ending with the General Meeting, which is to approve the financial statements for the year 2014, the present members of the Board of Directors are provisionally maintained.

This General Meeting will elect a new Board of Directors.

Art.9. The Board of Directors is in charge of all actions necessary for the day-to-day management of the Association and, without prejudice to any other rights reserved by law or the present statutes, has all powers to decide or take resolutions necessary to fulfil the purpose of the Association, at any time when the interests of the Association call for it. The Board of Directors represents the Association in all judicial and extra-judicial acts. It is entitled to go to law either as claimant or defendant.

Art.10. The Board of Directors shall be convened upon notice of the President, or in the absence of the President, of the Vice-President, or upon motivated request of at least six members, at any time when the needs of the Association call for it.

The Board of Directors cannot validly deliberate and decide on items on the agenda unless at least half of its members are present or represented. Each member has a vote. Resolutions of the Board are taken by a majority of votes. In case of a tie, the President, or in the absence of the President, the Vice-President has the deciding vote.

The meetings of the Board of Directors can also be held via videoconference and telephone conference.

Art.11. The Association has four authorised signatories: President, Treasurer, Vice-President and Secretary. For any valid commitment of the Association in relation to third parties, the joint signature of two of the four authorised signatories is required.

One signatory can validly commit the Association in relation to third parties for transactions up to a maximum value to be defined by a resolution of the Board of Directors.

Art.12. In accordance with ordinary law, the Association is liable for the faults imputable to its employees or to its bodies through which its decisions are implemented.

The Directors do not contract any personal obligation owing to the Association’s commitments. They are responsible only for the performance of the mandate they have been entrusted with and for the faults committed in their management.

Art.13. Internal regulations, elaborated by the Board of Directors, if necessary, aim to provide an internal organisational structure to ensure the efficient operation of the Association.

The internal regulations shall be adopted by the Board of Directors with a two-thirds majority vote of the Directors present or represented.

§ 4. General Meeting

Art.14. The Board of Directors shall fix the place of the sessions of the General Meeting.

The General Meeting shall meet once a year within four months of the closing of the financial year, on the date and at the place and time mentioned in the notice.

The agenda is set by the Board of Directors.

The General Meeting can only deliberate on items, which are indicated on the agenda, which must include following topics:

• Presentation and approval of activity reports;
• Appointment and revocation of Board members and election of the President;
• Approval of the annual accounts of the previous financial year and of the budget for the following financial year; appointment of commissioners;
• Determination of the annual membership fees;
• Exclusion of members (if needed).

An extraordinary General Meeting shall be convened, among others, for the dissolution of the Association.

Art.15. The General Meeting shall be convened at any time at the request of at least a fifth of the active or supporting members or whenever the Board of Directors deems it necessary.

The notice is sent by simple letter or electronic mail to the members, at least fifteen clear days before the date of the General Meeting. The notice necessarily mentions the date, time and place of the meeting and contains the agenda.

The General Meeting has the most extensive powers to perform all acts within the limits of the Association’s purpose and within the limits set by the present statutes.

The General Meeting can only validly deliberate on items mentioned on the agenda.

Art.16. The duly convened General Meeting can validly deliberate irrespective of the number of members present or represented.

The General Meeting is chaired by the President of the Board of Directors or his deputy. The General Meeting shall decide by a simple majority of the votes of the active or supporting members present or represented. Each active or supporting member (natural person) shall have one vote in the General Meeting. Each member may be represented by another member holding a written proxy. Each member may, however, hold no more than two proxies.

Art.17. The General Meeting can validly deliberate on amendments to the statutes if this item is expressly mentioned on the agenda and if two-thirds of the active or supporting members are present. No amendment can be adopted unless it is approved by two-thirds of the votes.

If two-thirds of the active or supporting members are not present or represented at the first session of the General Meeting, a second session shall be convened, in which the General Meeting may then take valid decisions whatever the number of members present or represented ; however, in this event, decisions shall be subject to approval from a civil court.

Art.18. Any amendment to the statutes must be published within one month in the Mémorial, Recueil des Sociétés et Associations (Official Journal of the Grand Duchy of Luxembourg).

Art.19. The decisions of the General Meeting are listed in the register of the Association in form of minutes signed by the President and the Secretary of the Association. It is kept at the registered office of the Association and all members can consult it. The decisions of the General Meeting are communicated to the members of the Association and to third parties in accordance with the modified Law dated 23 April 1928 on non-profit associations and foundations. The members of the Association can consult it at the registered office of the Association.

§ 5. Budget and Annual Accounts, Audit

Art.20. The assets of the Association come from:

• the annual membership fees, determined by the General Meeting upon proposal of the Board of Directors;
• subsidies, donations, grants, legacies and other revenues.

The income from membership fees and other revenues shall be utilised for the purpose of the Association.

Art.21. The treasurer is responsible for the Association’s financial management.

The books and accounts shall be closed every year at the end of the financial year, i.e. on the 31^st of December. Annually, the Board of Directors shall submit to the General Meeting for approval the annual accounts of the previous year and the budget for the following year.

Through the approval of the annual accounts by the General Meeting discharge is given to the Board of Directors.

Art.22. The audit of the annual account is done by three (3) commissioners appointed every year by the General Meeting for the duration of the financial year. The commissioners are active or supporting members and do not belong to the Board of Directors of the Association.

The commissioners are in charge of auditing the accounting and the financial statements presented by the treasurer at the close of the financial year.

Art.23. The principles and modalities of the financial management are defined in the internal regulations.

§ 6. Partners of the Association

Art.24. The Association can join other associations pursuing similar goals.

The adherence, respectively resignation as an association shall be approved by the Board of Directors and communicated during the General Meeting.

§ 7. Amendment to the statutes, dissolution and liquidation

Art.25. Amendments to the statutes as well as the dissolution of the Association are governed by the rules in accordance with the article 8 of the modified Law dated 21 April 1928 on non-profit associations and foundations.

Art.26. The Association can be dissolved at any time by decision of an extraordinary General Meeting.

Art.27. The dissolution and liquidation of the Association are governed by the articles 18 to 25 of the modified Law dated 21 April 1928 on non-profit associations and foundations.

In case of dissolution, the General Meeting shall appoint one or several liquidators who are in charge of the liquidation of the Association’s assets. After liquidation and settling liabilities, the assets of the Association shall be donated to one or several associations pursuing similar aims and activities. The allocation of the assets shall be published in the Mémorial C, Recueil des Sociétés et Associations (Official Journal of the Grand Duchy of Luxembourg).

§ 8. Miscellaneous provisions

Art.28. Any aspect not covered herein shall be subject to the modified Law dated 21 April 1928 on non-profit associations and foundations and to the internal regulations to be elaborated by the Board of Directors.