HIPPO CLUB Luxembourg (HCL) A.s.b.l.
Registered office: 20 Rue Tony Neuman, L-2241 Luxembourg
Registered in the Commercial Registry under No F 7814
This 23rd day of October 2008.
CHAPTER I – NAME, REGISTERED OFFICE, DURATION
Article 1. A not-for-profit association is established under the name “Hippo Club Luxembourg (HCL) A.s.b.l.” (“the Association”); it shall be governed by these articles of association and by the Law of 21 April 1928 on non-for-profit associations and foundations, as amended (“the Law”).
Its registered office is located in Luxembourg (Grand Duchy of Luxembourg).
The Association is established for an unlimited period of time.
CHAPTER II – OBJECT AND MEANS OF ACTION
Article 2. The objects of the Association are:
to promote equestrian sport in all its forms;
to defend the interests of its members;
to defend the interests of horses as regards their breeding, training and protection;
to organise show-jumping events and horse shows at both national and international level, in application of the relevant rules and the international equestrian code;
to collaborate or affiliate itself with other associations or organisations pursuing similar aims, with a view to the realisation of those aims;
to organise and promote the teaching and training of riders in all areas and disciplines of equestrian sport;
to promote the equestrian spirit at national and international level, by affording unimpeded access to equestrian activities to any person desirous of engaging therein.
CHAPTER III – MEMBERSHIP
Article 3. The Association shall be made up of active members who may be natural or legal persons. The number of members shall not be fewer than three. In the case of members who are minors, their membership must be authorised by their legal representative.
Article 4. The status of active member shall be conferred by the board of directors, upon request submitted orally or in writing.
Any natural person may become an active member, as well as any person wishing to support the Association or to promote its aims.
By the mere fact of applying to join, each and every member undertakes to comply with these articles of association.
In the event that the application is rejected, the applicant may appeal to the general meeting, whose decision in the matter shall be final.
Article 5. The status of active member shall lapse:
(a) upon the death of the member concerned;
(b) upon the written resignation of the member concerned;
(c) in the event of non-payment of the annual membership fee;
(d) in the event of a serious infringement of the articles of association, of the rules of honourable behaviour or of standards of decorum, a person may be provisionally excluded from membership by the board of directors, subject to subsequent ratification of such exclusion by the General Meeting.
Any person who ceases for any reason to be a member of the Association shall forfeit all rights, benefits and advantages attaching to membership thereof, and any membership fees paid shall be retained by the Association.
If and when such a person rejoins the Association, the conditions applicable to him/her shall be the same as those which apply to new members.
CHAPTER IV – MEMBERSHIP FEES, FINANCIAL YEAR, RESOURCES
Article 6. The amount of the membership fee shall be fixed annually by the board of directors. It may not exceed the sum of fifteen euros (€ 15.-).
Article 7. The resources of the Association shall consist of the following in particular:
(a) membership fees received;
(b) gifts or legacies in its favour;
(c) subsidies and grants;
(d) interest and revenue of whatever nature;
(e) income generated by the activities of the Association.
The above list is not exhaustive.
Article 8. The Association's financial year shall begin on 1 January and end on 31 December in each year.
At the end of the financial year, the board of directors shall settle the accounts for the year that has just expired and shall draw up the budget for the coming financial year, with a view to the same being approved by the ordinary general meeting, in accordance with Article 13 of the Law.
CHAPTER V – ADMINISTRATION
Article 9. The Association shall be administered by a board of directors composed of at least three and not more than seventeen members.
The rights, powers and responsibilities of the directors shall be governed by Articles 13 and 14 of the Law.
The members of the board of directors shall be elected by the general meeting, by a majority of the votes cast. Their term of office shall be one year.
Outgoing board members shall be eligible for re-election. The members of the board of directors shall choose from amongst their number, by a majority of the votes cast, a chairman, a vice-chairman, a secretary and a treasurer; the latter two functions may be performed concurrently by one and the same person. Meetings of the board of directors shall be called by the chairman or, failing that, by the vice-chairman.
Decisions of the board of directors shall be taken by a majority of the votes cast. In the event of a tie, the chairman shall have a casting vote.
A quorum shall exist, and the board of directors may validly adopt a decision, if one half of the members of the board are present.
The board of directors shall be competent to do all acts and things relating to the realisation of the object of the Association, save in so far as the same are reserved by the Law unto the general meeting. It may instruct the secretary to attend to and deal with ordinary day-to-day matters.
The board of directors shall have the widest possible powers of administration and disposal in respect of the management of the affairs of the Association, and shall represent the Association in all judicial and extra-judicial acts and matters.
In particular, it may purchase, sell, mortgage or charge the Association's real property, enter into loan contracts and accept all gifts and legacies, subject to the authorisations provided for by the Law. This list is enunciative, not exhaustive.
In order for the Association to be bound in law, acts of the board of directors must bear the signature of the chairman or, in the absence of the latter, the joint signatures of the vice-chairman and the treasurer.
Article 10. The board of directors may confer the title of honorary chairman on outgoing chairmen and honorary member on any person who has made a tangible or intangible contribution to the attainment of the Association's objectives.
Honorary members may not, in their capacity as such, assert any right to engage in the administration of the Association or in respect of its assets.
Article 11. The board of directors may arrange to be assisted by a technical board.
That board, comprising at least two members and not more than five, shall preferably be made up of instructors.
The members of the technical board shall be appointed by the board of directors. The status of technical adviser shall not be incompatible with that of member of the board of directors.
CHAPTER VI – GENERAL MEETING
Article 12. Ordinary general meetings of the Association shall be held at least once in every year. In addition, a general meeting shall be called whenever this is deemed necessary by the board of directors or by at least one tenth of the members of the Association. In each case, the board of directors shall attend to the calling of the meeting.
Notice of any general meeting shall be given by letter sent by ordinary post at least ten clear days before the date of the meeting in question.
Resolutions adopted by the general meeting shall be recorded by the secretary; the record shall be countersigned by the chairman or, failing him, by the vice-chairman, and shall be kept at the registered office of the Association, where it may be inspected by any member and/or by third parties.
Article 13. The board of directors shall be required to submit to the general meeting for approval, in accordance with Article 13 of the Law, a management report together with the accounts for the financial year that has expired and the budget for the coming year.
The accounts shall be maintained and settled by the treasurer, who shall be a member of the board. Each movement of funds must be evidenced and justified by an invoice or other supporting accounting document.
The accounts shall be audited by 2 auditors qualified to carry out that task, who shall be appointed by the General Meeting for a term of one year.
CHAPTER VII –MODIFICATION OF THE ARTICLES OF ASSOCIATION, DISSOLUTION
Article 14. Any modification of the articles of association shall be carried out in accordance with Articles 4, 8 and 9 of the Law.
Article 15. In the event of dissolution of the Association, in accordance with Articles 19 to 23 of the Law, the assets remaining after the liabilities have been discharged in full shall be paid over to a charitable not-for-profit organisation or to a foundation pursuing an analogous activity, to be decided upon at the final general meeting.
CHAPTER VIII – GENERAL PROVISIONS
Article 16. The provisions of the Law of 21 April 1928 on non-for-profit associations and foundations, as amended, shall apply in respect of all matters, occurrences and situations not provided for and covered by these articles of association.