Articles of Association
Luxembourg Impact Investing Association A.S.B.L.
CHAPTER 1- NAME - PURPOSE - REGISTERED OFFICE –TERM - FISCAL YEAR
Article 1 - Name
The Association exists under the name: Luxembourg Impact Investing Association.
The acronym of the association is "LIIA" (hereinafter, "LIIA").
LIIA is a non-profit-making association set up in Luxembourg and governed by Luxembourg law.
Article 2 – Purpose
The purpose of LIIA is to promote the interest of parties active in the field of sustainable development, sustainable finance, and impact investing in the broadest sense of these terms, to foster the development of impact investing in Luxembourg, as well as to provide a collaborative place and networking opportunities.
Article 3 – Registered office
LIIA's registered office is located in the Grand Duchy of Luxembourg.
Article 4 – Term
LIIA's term is unlimited.
Article 5 – Fiscal year
Each fiscal year runs from 1 May until 30 April.
CHAPTER 2 - TERMS OF ADMISSION AND RESIGNATION OF MEMBERS
Article 6 - Members
Membership is classified into two distinct categories: Charter Members and General Members, each holding unique rights, privileges, and responsibilities within the organization.
Charter Members of LIIA are the esteemed individuals who initiated and established the foundation of the association. They serve as the pioneering figures, laying the groundwork for the organization's mission and objectives.
General Members of LIIA constitute the core body of individuals or entities actively engaged in the realms of impact investing and sustainable development.
The number of members of LIIA is unlimited. However, there may not be less than three.
The person who wants to become a General Member of LIIA must have a proven interest in the field of impact investing and/or sustainable development.
The Members of LIIA must be Luxembourg or foreign individuals or entities engaging in activities in connection with impact investing and/or sustainable development.
Article 7 – Admission, rights and obligations
The Executive Committee may approve or reject candidates. Decisions by the Executive Committee do not need to be justified to the applicants.
The application for membership must be submitted in writing to the Executive Committee.
To become a member of LIIA, one must:
be approved by at least two members of the Executive Committee;
formally accept and respect the rules of conduct of LIIA set by the Board of Directors.
The applicant is notified in writing of the decision of acceptance of membership.
The members undertake to provide the General Secretariat with all non-confidential statistical data whose collection the Board of Directors deems useful to the carrying out of its mission.
All members are entitled to attend the General Assembly, to be informed, as appropriate, of the work of the Executive Committee and, in general, to receive all LIIA publications. Conditions relating to access to Committees and working documents are detailed in the Association’s Internal Rules of Procedure and Conduct.
All members have the right to vote at the General Assembly on the topics put on the agenda by the Executive Committee.
Article 8 - Termination of membership
The membership shall terminate upon the resignation or exclusion of a member.
Any member who has compromised the interests of LIIA or who is guilty of serious breaches of the Association’s Internal Rules of Procedure and Conduct can be expelled from LIIA.
CHAPTER 3 - GENERAL ASSEMBLY
Article 9 – Notice of meetings
The General Assembly of LIIA serves as the paramount gathering of all its members, convened to address matters crucial to the association's affairs.
The General Assembly shall meet as often as required by the Association's interests, but shall at least convene once every fiscal year.
The annual General Assembly meets within six months of the close of the fiscal year. The General Assembly may be held at a distance via electronic means allowing the identification of members.
Notices of an Assembly containing the agenda must be sent by the General Secretary to the members by normal or electronic mail at least 15 days prior to the General Assembly, except in an emergency situation.
The General Assembly is chaired by the Chairperson of the Association or, in their absence, by the Vice-Chairperson.
The resolutions of the General Assembly are recorded by the General Secretariat in written form and signed by the Chairperson or, in their absence, by the Vice-Chairperson and kept at the headquarters of the Association in physical or digital form where they can be consulted by members upon request.
Article 10 – Powers
All members of the association may attend a General Assembly and participate in discussions of the following:
a) modification of the articles of association;
b) approval of the internal regulations and the modifications made thereto;
c) nomination, revocation of directors, and fixing their number;
d) discharge granted to directors and/or auditors;
e) approval of the budgets and annual accounts;
f) dissolution of LIIA;
g) exclusion of a member;
h) application for the recognition of public utility status;
i) fixing the amount of the annual dues;
j) proposals of the board of directors or the sections of LIIA., mentioned in the convening notice of the general assembly.
Article 11 – Voting right
A) All Charter Members of the association and the members of the Executive Committee have one equal voting right. Any charter or committee member unable to attend a vote may be represented by another charter or committee member duly authorized in writing for this purpose.
B) General Members cannot vote during votes that take place in the General Assembly, unless upon specific request of the charter members.
Subject to legal provisions, all decisions are taken on a simple majority of the votes present or represented.
If the General Assembly is held at a distance, members participating in the decision-making will be deemed present for the calculation of the applicable quorum and majority requirements.
CHAPTER 4 - EXECUTIVE COMMITTEE
Article 12 – Composition and functioning
The Executive Committee of LIIA serves as the governing body vested with the authority to make binding decisions for the Association. Composed of all Charter Members, the Executive Committee holds pivotal responsibilities in directing the course of LIIA's activities. The decisions rendered by the Executive Committee are binding for both the Board of Directors and the General Assembly, ensuring alignment and coherence in the implementation of LIIA's objectives.
The members of the Executive Committee serve for an indefinite period of time. The functioning of the Executive Committee is detailed in the Association’s internal rules of procedure.
The Executive Committee's meetings can be held at a distance by video conference or other telecommunication means. Decisions of the Executive Committee shall only be valid if at least half of its members are present or represented. Each member has one vote. Its decisions are taken based on a majority of members present or represented.
In the case of a tie, the Chairperson’s vote shall be decisive. Members who participate in decision-making in meetings at a distance will be deemed present for the calculation of the applicable quorum and majority requirements.
A member of the Executive Committee may represent more than one member. Only members of the Executive Committee may receive a proxy.
The decisions of the Executive Committee must be communicated in a timely manner to the Board of Directors by the General Secretariat.
The Supervising Manager serves as the head of the Executive Committee and provides decisive leadership and guidance for effective governance, accountability, and adherence to LIIA's mission and values.
Article 13 – Vacancies
In the case of vacancy, a new Executive Committee member can be put forward as a candidate by any existing member of the Executive Committee, and will consequently be voted upon by the entire Executive Committee.
Article 14 – Powers
Being a governing body, the Executive Committee has all powers it deems necessary to serve as a central decision-making and oversight body responsible for shaping the organization’s strategic direction, policies, and operations.
Article 15 – Resignation and expulsion
Any member of the Executive Committee may resign by notifying the General Secretariat in writing.
Any member of the Executive Committee who has compromised the interests of LIIA or who is guilty of serious breaches of the Association’s Internal Rules of Procedure and Conduct can be expelled from the Executive Committee.
Subject to legal provisions, all decisions are taken on a simple majority of the votes present or represented.
Article 16 - Meeting of the Executive Committee.
The Executive Committee shall be convened in writing by the Chairperson or the General Secretariat at least twenty-four hours prior to the planned date of the meeting.
Decisions are taken by the majority of votes expressed, subject to what is otherwise provided for by the Association's Internal Rules of Procedure.
In the event of an emergency, as assessed by the Chairperson and the Vice-Chairperson, the Chairperson may submit a proposal to the Executive Committee for resolution by circular means signed by a simple majority of the Executive Committee.
All decisions are recorded by the General Secretariat in written form and signed by two directors and included in a special register.
Article 17 – Technical Committees
The executive committee may establish technical committees and set their mandate and composition. The technical committees have the mission of providing the executive committee upon its explicit request, advice concerning the policy to be followed by LIIA.
Technical committees may also render advice on their own initiative.
The technical committees are coordinated by the coordinator of technical committees and report to the executive committee for the tasks delegated to it by the executive committee.
Article 18 Resolution of conflicts of interests in the board of directors
Directors have a duty to disclose any conflicts of interest or potential conflicts of interest in a timely and transparent manner. Disclosure should include all relevant facts and circumstances, including any relationships, financial interests, or transactions that may give rise to a conflict.
A director with a conflict of interest must recuse themselves from any discussion or decision-making process related to the matter in which they have a conflict. The recusal should be documented in the minutes of the meeting to ensure transparency and accountability.
In cases where a conflict of interest arises, the remaining disinterested directors shall review the matter objectively and make decisions in the best interest of the association and its stakeholders. If necessary, independent legal or financial advisors may be consulted to assist in the review process. All decisions related to conflicts of interest, including disclosures, recusals, and resolutions, should be documented in the minutes of the meeting. Documentation should be retained for record-keeping and compliance purposes.
CHAPTER 5 - BOARD OF DIRECTORS
Article 19 Composition and Appointment
The Board of Directors of LIIA serves as a vital organ entrusted with the daily management of the Association's affairs and the execution of decisions made by the Executive Committee. The Board of Directors plays a pivotal role in steering LIIA towards the attainment of its objectives.
The Board of Directors of LIIA is composed of a minimum of five individuals, according to the eligibility criteria detailed in the Association's Internal Rules of Procedure.
Members of the Board of Directors are appointed for a term of six years by the Executive Committee.
The Executive Committee designates among appointed Board Members, by a simple majority, those who exercise the functions of Chairperson, Vice-Chairperson, and other functions.
The Chairperson of LIIA serves as Head of the Board of Directors and provides decisive leadership and guidance to the Board of Directors, ensuring effective governance, accountability, and adherence to LIIA's mission and values.
The Vice-Chairperson of LIIA acts as deputy to the Chairperson, supporting in the execution of leadership duties and providing backup in their absence. This role entails assisting in governance matters, fostering collaboration among Board members, and representing the organization when needed.
The Association is bound by the joint signature of the two members of the Board of Directors.
The Association may delegate daily management to one or more natural or legal persons, administrators or not, members or not, acting alone or jointly. The delegation of daily management is subject to prior authorization from the Executive Committee.
Article 20 – Vacancies
In the case of a vacancy during the course of a term, a provisional director may be named by the Board of Directors subject to ratification by the General Assembly. The provisional director will, in this case, complete the term of the director he replaces. Exiting directors may be re-elected.
Article 21 – Powers
The Board of Directors manages the Association's affairs and represents it in all judicial and extrajudicial acts.
The Board of Directors has the power to perform all acts necessary or useful to achieve the purpose for which LIIA was established, except for those acts which the law or the present Association's Internal Rules of Procedure reserve for the General Assembly.
The Board of Directors may further decide to create other Committees within or outside the Board with strategic, advisory, governance, coordinating or other missions and entrust them with such powers and missions as the Board deems fit.
The Board of Directors may delegate day-to-day powers to the General Secretariat and/or to create additional Committees as shall be determined by the Board within the limits outlined in these articles.
Article 22 – Director's Liability
The Directors do not incur any personal liability for the commitments of LIIA. Their liability is limited to the execution of the mandate which they have received and negligence committed in their management.
Article 23 – Resignation and expulsion
Any Director may resign as Director by notifying the General Secretariat in writing.
A Director who has compromised the interests of LIIA or who is guilty of serious breaches of the Association’s Internal Rules of Procedure and Conduct can be expelled from the Board of Directors.
Subject to legal provisions, all decisions are taken on a simple majority of the votes present or represented.
Article 24 - Meeting of the Board of Directors
The Board of Directors shall be convened in writing by the Chairperson or the General Secretariat given at least twenty-four hours prior to the planned date of the meeting.
Decisions are taken by the majority of votes expressed, subject to what is otherwise provided for by articles of association.
In the event of an emergency, as assessed by the Chairperson and the Vice-Chairperson, the Chairperson may submit a proposal to the directors for resolution by circular means signed by all of the directors.
All decisions are recorded by the General Secretary in written form and signed by two directors and included in a special register.
CHAPTER 6 GENERAL SECRETARIAT
Article 25 – Role of the General Secretariat
The General Secretariat of LIIA serves as a main administrative body established by the Executive Committee to facilitate the efficient operation of the Association's governance structures. Entrusted with the oversight of records, documentation, and administrative duties, the General Secretariat assumes a pivotal role in ensuring the smooth functioning and effectiveness of LIIA.
The General Secretariat is led by a member of the Executive Committee, whose authority includes the obligation to affix their signature on all official documents of the Association, thus ensuring the authenticity and legal validity of such documents.
The Executive Committee and the Board of Directors shall be assisted by the General Secretariat, which shall exercise such administrative and other tasks and functions as determined by the Committee.
The Board of Directors may authorize the General Secretariat to represent the Association with national, international and supranational associations or other entities.
The General Secretariat shall ensure the smooth functioning of the Executive Committee, the Board of Directors, the additional Committees and of the other working groups.
CHAPTER 7 - MISCELLANEOUS
Article 26: Modification of the statutes
Any proposed modification to this statute shall be presented in writing to the Board of Directors
The Board of Directors may only validly deliberate on the amendment of the articles of association if the text of the amendments is indicated in the convening notice, and if the Executive Committee meets with at least two-thirds of the members.
Upon approval of the modification, the Board of Directors shall update the statute accordingly and ensure that all relevant stakeholders are informed of the changes.
The updated statute shall be maintained and made available to members of the organization for reference and review.
Any modification to this statute shall take effect immediately upon approval by the Board of Directors unless otherwise specified.
Article 27: Dissolution and liquidation
The dissolution and liquidation of the association takes place in accordance with the relevant provisions of the law of April 21, 1928, as amended.
In the event of dissolution of the association, its assets will be allocated, after the liquidation of the liabilities, to an association with similar goals to be designated by the Board of Directors.
Article 28 – Applicable law and prevailing language
For all circumstances not provided for by these articles of association, the Act of 7 August 2023 concerning non-profit-making associations and public utilities, as amended, shall apply. The governing language of these articles shall be English. There shall be a French and a German translation but, in case of discrepancies between the English and the French or the German text, the English text shall prevail.