Assistance and resources

Associations

Organising a board meeting

What is the minimum number of Board members?

This depends on the number of members (associates) in the association. If, and as long as, there are only two members, the association may have only two directors. As soon as the association has three members, the Board of Directors must have at least three directors.

All directors are appointed by the Association's General Meeting.

What powers does the Board of Directors have?

The Board of Directors has delegated powers insofar as it carries out the decisions taken by the General Meeting. It therefore has the power to perform all acts necessary or useful to the achievement of the association's purpose. It manages the Association's affairs and represents the Association in judicial and extrajudicial proceedings. It may delegate its powers to one or more directors, for example, by granting the treasurer a delegation of signature for financial commitments. Delegation of day-to-day management is subject to the prior authorisation of the General Meeting.

Who is involved?

The members of the Board of Directors, i.e. the persons appointed as directors by the General Meeting and referred to as "directors", are invited by the Chairman of the Association to attend meetings of the Board of Directors. If a director is unable to attend and wishes to be represented, he may give his proxy to another director. If the Board of Directors has delegated its powers to a third party responsible for day-to-day management, the latter shall also attend meetings but shall not vote. The Board of Directors may invite third parties on an ad hoc basis to provide information on matters relating to decisions to be taken.

How many directors must be present?

The Board of Directors may only validly deliberate if at least half of the directors are present or represented.

Will the votes be by show of hands or anonymous?

Board decisions are generally taken by a show of hands. However, the Board is free to opt for a secret ballot for sensitive decisions.

Can a Board meeting be held by videoconference?

Yes, the law allows directors to take part in Board meetings by videoconference.

When should a board meeting be organised?

The Articles of Association of certain associations may stipulate the minimum number of meetings to be held in a year. Unless otherwise specified in the Articles of Association, the Board of Directors meets, at the invitation of the Chairman, whenever necessary, either to take decisions, monitor ongoing projects or to discuss matters of importance among the directors. A Board meeting is essential to prepare for the General Meeting called to approve the accounts and grant discharge to the directors.

Minutes?

Yes, the decisions of the Board of Directors must be recorded in minutes. The minutes are drafted by the secretary and submitted to the Board of Directors for approval at its next meeting. If amendments are proposed, the Board of Directors decides whether to adopt them. The approved version of the Board meeting is signed by the Chairman.

Holding a general assembly

Keeping the association's accounts

Questions / Answers

If your articles of association do not provide for a specific method of convening board meetings, the board is free to determine the method of convening its meetings. This can be set out in an internal regulation.
For the smooth running of the Board's work, it is necessary to assign specific tasks to some of the directors. The essential tasks are those assigned to the President, the Secretary and the Treasurer. The Board is free to define other tasks, such as those assigned to a member responsible for communication for the management of the website.

Board members are also called "administrators".

In Luxembourg, the board of directors is often referred to in everyday language as a "committee".
Your articles of association specify the minimum number of directors that make up the board of directors. If, after one or more resignations, the number of directors remains above the minimum number, there is no need to appoint new director(s). The appointment of directors is the responsibility of the general meeting
Directors are not personally liable for faults attributable to the organisation and to the Board of Directors of which they are members. The organisation, having a legal responsibility distinct from that of its members, is liable to third parties for all commitments made in its name. However, a director who commits a fault or an act contrary to the law, even in the exercise of his or her mandate as a director, is personally liable.