Assistance and resources

Associations

Organising a board meeting

What are the competences of the Board of Directors?

The Board of Directors has a delegated power insofar as it executes the decisions taken by the General Assembly. In this context, it manages the association's affairs and represents the association in its judicial and extrajudicial acts. He may delegate his powers to one of the directors, such as, for example, granting a delegation of signature to the treasurer for financial commitments. However, it can only delegate its powers to a third party, i.e. to a person who is not a director, if this is provided for in the statutes.

Who participates?

The members of the Board of Directors, i.e. the persons elected as directors by the General Assembly and referred to as "directors", are invited by the President of the association to the meetings of the Board of Directors. If a director is unable to attend, he/she may give his/her proxy to another director. If the Board of Directors has delegated its powers to a third party in charge of the day-to-day management, the latter shall also participate in the meetings without, however, taking part in the votes. 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 members must be present?

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

Voting, by show of hands or anonymous voting?

The decisions of the board of directors are generally taken by a show of hands. However, the board is free to opt for a secret vote for sensitive decisions.

When should a board meeting be held?

The statutes of some associations may specify the minimum number of meetings to be held in a year. If there are no statutory indications, the board of directors meets, at the invitation of the president, whenever it is necessary, either to take decisions, to follow up on ongoing projects or to have exchanges between directors on subjects considered important. A board meeting is essential to prepare the general meeting called to approve the accounts.

Minutes?

Yes, the decisions of the Board of Directors must be recorded in minutes. These are drafted by the secretary and submitted to the board for approval at its next meeting. If changes are proposed, the Board decides on their adoption. The approved version of the Board meeting is signed by the President.

Holding a general assembly

Amend the statutes

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.