ARTICLES OF ASSOCIATION AS MODIFIED AND APPROVED BY THE GENERAL ASSEMBLY 25 JUNE 2015

• Chapter I. - Name, Registered Office and Objectives

• Chapter II. - Memberhip and Fees

• Chapter III. - Administration

• Chapter IV. - General Assembly

• Chapter V. - Amendments to the Articles 

• Chapter VI. - Dissolution and liquidation

• Chapter VII. - General Provisions

Chapter 1. – Name, registered office, purpose

Art. 1. The Association is called the 'Association Luxembourgeoise des Compliance Officers' or 'ALCO' for short, a non-profit-making association, or equally, 'Luxembourg Compliance Officer Association for the Financial Sector' or 'ALCO'.

Art. 2. The Association's registered office is in Luxembourg.

Art. 3. Its duration is unlimited.

Art. 4. The Association's aim is to bring together Compliance Officers – and, generally speaking, all persons having an activity in the field of Compliance.

It proposes to foster communication and the exchange of ideas between its members through regular meetings and by participation in internal or external working groups, as well as by organising conferences and debates on ethical and compliance issues in the Grand Duchy of Luxembourg.

It also proposes to set up contacts with foreign associations with a similar purpose.

Chapter II. – Members, admission, resignations, exclusions and membership fees

Art. 5. The Association is made up of the following categories of members:

• Active Members are those who perform ordinarily a function of compliance officer within the Grand Duchy of Luxembourg. They participate to the activities of the Association, pay yearly their membership fee and have voting rights

• Associate Members are those who have not the status of Active Member and who participate to the activities of the Association, pay annually their membership fee but do not have voting rights

• Honorary Members are the founding members of the Association, retired Board members and counsellors of the Association or persons who put their fame and influence at the service of the Association. They do not have to pay yearly their membership fee and have no voting rights.

To be accepted as Member, unless as a statutory member, an application must be submitted to the Board of Directors, the articles of association have to be agreed on and the yearly membership fee as determined by the General Meeting must be paid.

The Board of Directors decides on the admission of new members by a three-fifths majority.

Art.6. Membership may be lost:

a)  by written resignation,

b)  possibly by decision of the Board of Directors, if the duly-summoned member has failed to pay his/her annual membership fee,

c)  by decision of the Board of Directors in the event of serious actions likely to damage the Association's interests. 

d)  by decision of the Board of Directors when the professional contact details of the member could not be found back.

e)   by exclusion pronounced by the General Meeting ruling by a majority of three-fifths of the votes.

Art. 7. The number of members is unlimited but the minimum number is five.

Art. 8. The membership fee for active and associate members is determined on an annual basis by the General Meeting ruling by simple majority of the participating members, on a proposal of the Board of Directors.

Chapter III. – Administration

Art. 9. The association is run by a Board of Directors made up of at least five active members. Members of the Board of Directors appoint a Chairman, one or more deputy Chairmen, a secretary and a treasurer among their members. A Board member's mandate is limited to a period of two years.

The Board of Directors may also join up with one or more advisors recognised for their skills in the field of Compliance. The aforesaid advisors shall be selected by validly elected Board members, mainly among the associate members of the Association. They are invited to meet with the Board and, generally speaking, assist it in the fulfilment of its duties. 

Outgoing members may be re-elected.

Expenses are purely honorary.

Art. 10. In case of vacancy of one or several Board mandates, within the limit of half of the mandates, the Board members may by a specific decision taken with a three fifth majority of expressed votes, cover the replacement up to the next coming General Meeting, by way of a co-optation. In case of a vacancy of more than half of the mandates, only a General Meeting, convened by the Board will be able to cover the replacements. 

Art. 11. Board meetings shall be convened in writing by the Chair, one or more deputy Chairs, or the deputy Chair.

Art. 12. Within the Board of Directors a quorum of half of the members is needed to take decisions. Decisions are taken by majority vote of the members present, unless the Articles of Association stipulate a qualified type of majority.

Art. 13. The Board of Directors manages the Association's affairs and represents it in all judicial and extra-judicial acts. It may take responsibility for delegating its powers to one of its members.

The Board of Directors has the power to issue internal rules of procedures, of which the content may cover any element of the Association's life. Such internal rules can be issued by a majority of present Board members when the internal rules of procedures were put on the Agenda of the meeting. For the modification of those rules a two third majority is required.

Art. 14. Under all circumstances, the Association is bound by the joint signatures of two members of the Board of Directors.

Chapter IV. – General Meeting

Art. 15. The General Meeting sits at least once a year for an ordinary session during the first quarter of the calendar year. It is, in addition, convened by the Board of Directors whenever this is deemed necessary or when requested by one-fifth of the members. Members are invited to attend simply by being sent individual letters or by any other means of communication, if necessary by e-mail, or via the press, at least two weeks prior to the meeting.

The notice of meeting must contain an agenda.

Art. 16. A General Meeting convened in due form as defined by article 15 is duly constituted whatever the number of members present and takes valid decisions by majority vote of the members present or represented. Any active member may grant a proxy to another active member to represent him/her at the General Meeting.

Art. 17. The Board of Directors shall submit a business report as well as the accounts for the previous financial year and a draft budget for the next year to the General Meeting.

The General Meeting shall appoint two active members to audit the accounts and report back to the Meeting.

Art. 18. Decisions taken by the General Meeting are recorded in minutes prepared by the secretary and signed by the Chair of the meeting, by the secretary and by the members of the Board attending the meeting.

Members are notified by the secretary of the decisions taken.

Chapter V. – Amendment of the articles of association

Art. 19. In order to make an amendment to the articles of association, a General Meeting must be convened for a special sitting. Two-thirds of its members must be present.

The amendment proposal must be adopted by a majority of two-thirds of the votes.

If two-thirds of its members are not present at a General Meeting convened for a special sitting to amend the articles of association, a new session shall be convened. The General Meeting may then take valid decisions whatever the number of members present and, in this event, decisions shall be subject to approval from a civil court in accordance with article 8, paragraph 2 of the Law of 21 April 1928.

If the amendment relates to the purpose for which the Association was set up, it shall be made in accordance with article 8, paragraph 3 a.b.c. of the Law of 21 April 1928.

The purpose of the amendments to the articles of association shall, in particular, be indicated in the notice of meeting.

Chapter VI. – Dissolution and liquidation

Art. 20. In order to pronounce the dissolution of the Association, the General Meeting must meet for a special session. To take valid decisions, at least two-thirds of its members must be present. If a sufficient number of members are not present at the General Meeting, a second session of the General Meeting shall be convened which may then pronounce the dissolution whatever the number of members present.

Dissolution is pronounced when at least three-fifths of the members present vote for dissolution.

Art. 21. In the event of dissolution, the General Meeting shall appoint one or more liquidators.

Its assets shall be gifted to a similar association or to a charitable institution.

Chapter VII. – General provisions

Art. 22. For anything not appearing in these articles of association, please refer to the Law of 21 April 1928 on non-profit-making associations and institutions of public benefit.

Modified on 25 June 2015.