ASSOCIATION LUXEMBOURGEOISE DES PILOTES DE LIGNE 

(Luxembourg airline pilot’s association)
Association sans but lucratif (non profit organisation)

ARTICLE 1: DEFINITION
The name of the association is «ASSOCIATION LUXEMBOURGEOISE DES PILOTES DE LIGNE», located at 1A Route de Trèves, L-2632 Findel. Its objectives and purpose are the protection, development and enhancement of the professional interests of its members. It is intended to:

1. Protect the professional rights and interests of its members.
2. Establish contacts, as appropriate, with national and international bodies and organisations involved in air transport.
3. Improve the training and professional skills of airline pilots.
4. Study and contribute to the promotion of safety, efficiency and reliability in the field of air transport.

To that effect, the association may proceed to align itself with other national or international groups or associations as an affiliate.

The “ASSOCIATION LUXEMBOURGEOISE DES PILOTES DE LIGNE”, hereafter referred to as “the association”, is governed by the provisions of the Law of 21 April 1928 on non-profit-making associations, as amended (hereafter referred to as “the Law”) and by these Statutes.

ARTICLE 2: SEAT, DURATION AND MINIMUM MEMBERSHIP
The association has its seat in the Grand – Duchy of Luxembourg.
The association’s constitution extends for an unlimited period of time.
The number of members shall not be limited, but may not be fewer than three (3).

ARTICLE 3: ORGANISATION
The association is composed of distinct divisions, each run by a Divisional Board, all falling under the administration and responsibility of one Executive Board. Each division groups the professional pilots of any one given airline having its office and Airline Operating Certificate (AOC) registered in the Grand – Duchy of Luxembourg.

The Executive Board shall manage the association’s administration, and is supported in its task by the Divisional Boards. Each board, within the scope of its duties and responsibilities, may elect to create committees assigned with specific duties for the purpose of enhancing the efficiency of the board and for the benefit of all its members, or of the members of a specific division, as applicable. Any such committee answers to its respective board.

In order to guarantee continuity in the association’s work after board elections, the president and secretary of the previous board will be available to the new board in order to provide an organised transition to the newly elected board for a period of at least three (3) months after the elections. They shall be accepted as observers on all board meetings without the right to vote.

A) Executive Board:
The Executive Board is composed of a minimum of three (3) members:

• the Executive President
• the Executive Secretary
• the Executive Treasurer

elected for a two (2) year term in their respective positions, during an ordinary General Assembly.

Other members of the Executive Board are the Divisional Presidents. One (1) member from each Divisional Board will be seconded to the Executive Board to assist in its various duties, they hold however no vote on the Executive Board. They act as an essential link between the various divisions within the Executive Board.

Additionally, and outside of any eventual committee, the Executive Board assigns two (2) ECA (Director and Deputy) and two (2) IFALPA (Director and Deputy) representatives as full time technical advisers. The Executive Board nominates these technical advisers for a two (2) year term from any member applying for the position.

In addition to the above, when possible, the Executive Board nominates a Safety Director and a Technical Director. The Safety Director will interface with authorities to assist in upholding the statutes on safety. The Technical Director will interface with authorities in all technical matters. The Safety Director and the Technical Director will act under the supervision of the Executive Board.

B) Divisional Board:
Each division is represented by a Divisional Board, composed of a minimum of three (3) and a maximum of seven (7) persons, elected for a two (2) year term during an ordinary Divisional Assembly from amongst its own members.

They shall be:

• Divisional President
• Divisional Secretary
• Financial Coordinator
• Four (4) other Divisional Board Members, maximum one (1) of which will be designated by his/her peers on the Divisional Board to work for the Executive Board.

ARTICLE 4: DUTIES AND RESPONSIBILITIES
A) Executive Board
The Executive Board, through its President, is responsible for:

• Ensuring that all members adhere to the statutes.
• The record keeping and the administrative work of the association.
• The smooth running of all the Divisional Boards in the association.
• All the technical sides directly pertaining to aviation and air transport, including the release of information to the media.
• Establishing contact and/or affiliate the association with national or international bodies.
• Establishing contact with national authorities and with political representatives. To that effect, each Divisional Board Member designated to serve on the Executive Board (as stipulated in ARTICLE 3 B above) will answer directly to the Executive Board.

Each Executive Board Member holds one (1) vote. The majority of the votes will carry the motion. In case a vote is undecided, then the Executive President’s vote will be the determining one.

B) Divisional Board
The Divisional Board, through its President, is responsible for:

• Ensuring that all its members adhere to the Statutes.
• The smooth running of its division and the cohesion of all its members.
• The negotiation of Collective Work Agreement within its respective company.
• All matters pertaining to the defence and the interests of its members within that division in relation to the employer concerned, in conformity with the Statutes.
• Keeping the Executive Board informed of all the aspects pertaining to their division.

Each Divisional Board Member holds one (1) vote. The majority of the votes will carry the motion. In case a vote is undecided, then the Divisional Board President’s vote will be the determining one.

ARTICLE 5: MEMBERSHIP
A) Full Membership
Any person wishing to become a member is required to submit an application to the Executive Board by sending a mail to that effect, either electronic, by post or in person to the association’s office, and shall agree to be bound by the Statutes, pay his/her membership fees as fixed in the Divisional Assembly and produce evidence that he/she is engaged in the pursuit, as his/her principal occupation and for an indefinite period of time, of the profession of pilot on board aircraft belonging to an airline having its office and Airline Operating Certificate (AOC) registered in the Grand – Duchy of Luxembourg. Within thirty (30) days following receipt of the application, the Executive Board shall give its answer to the applicant. In case of appeal of the decision by the applicant, the Executive Board shall convene within the next thirty (30) days for a hearing with the applicant.

B) Honorary Membership
The honorary members of the association shall be persons upon whom that title has been bestowed in recognition of outstanding services rendered by them in furtherance of its aims. Honorary members shall be appointed by the General Assembly. They shall not have the right to vote at any assembly nor be eligible for membership of the Executive or Divisional Boards.

C) Associate Membership
Associate membership may be granted by the Executive Board to

1. persons in possession of a valid Airline Transport Pilot’s or Commercial Pilot’s licence, issued in accordance with EASA-FCL, having their residence in the Grand – Duchy of Luxembourg and being listed at the ADEM (L’Administration de l’emploi) as unemployed pilot; or
2. persons being enrolled in a professional pilot training programme, with the aim to obtain a Commercial Pilot’s licence; or
3. persons who have been previously members as defined in A) who are not longer employed as pilot on board of aircraft belonging to an airline having its office and Airline Operating Certificate (AOC) registered in the Grand – Duchy of Luxembourg; or
4. persons in possession of a valid Airline Transport Pilot’s or Commercial Pilot’s licence, issued in accordance with EASA-FCL, who are engaged in the pursuit of the profession of pilot on board of aircraft belonging to an airline having a pilot base in the Grand – Duchy of Luxembourg either permanently or temporary; or
5. persons in possession of a valid Airline Transport Pilot’s or Commercial Pilot’s licence, issued in accordance with EASA-FCL, who are engaged in the pursuit of the profession of pilot on board of aircraft employed by a company other than an airline, having its office registered in the Grand – Duchy of Luxembourg; or
6. persons in possession of a valid Airline Transport Pilot’s or Commercial Pilot’s licence, issued in accordance with EASA-FCL, who are engaged in the pursuit of the profession of pilot on board of aircraft employed by a company of which the majority is owned by an airline having its office and Airline Operating Certificate (AOC) registered in the Grand – Duchy of Luxembourg.

The membership fees and the rights of associate members shall be defined by the Executive Board. They shall not have the right to vote at any assembly nor be eligible for membership of the Executive or Divisional Boards.

ARTICLE 6: RESIGNATION, EXPULSION
A) Resignation
Any member can resign from the association by sending a mail to that effect by post to association’s office. In such a case, the resignation will become effective at the end of the month when the mail was received and the membership fees will be due for that month. If fees have been paid in advance, the association will reimburse the credit balance to the resigning member.

Any member who has not paid his/her membership fees, after being duly called upon to do so, will be considered as having resigned and will be so notified by the Executive Treasurer if his/her fees are not paid at the latest by the 30th of April of the year following the one when the fees are due. The association reserves the right to enter legal proceedings to recover the fees owed by that member.

B) Expulsion
The Executive Board can request the expulsion of a member who has infringed the statutes and/or acted in a manner contrary to the interests of the association and/or acted in a manner contrary to the purpose of the association, as defined in Article 2. In such a case, the Executive Board will either address the matter at the next annual General Assembly and proceed to vote for expulsion of the member concerned, after having exposed the reasons to the rest of the members, or will call an Extraordinary General Assembly for the same purpose. A two-third majority of the members present is required for expulsion of a member, and any member not physically present at the assembly can participate via electronic conference and/or electronic mail.

An expelled member has no right over the social funds of the association or over the reimbursement of his /her fees if they were paid in advance, in accordance with Art. 12 of the law of 21 April 1928 on non-profit making associations, as amended.

ARTICLE 7: FINANCIAL ORGANISATION
A) EXECUTIVE BOARD
In February each year, the Executive Board will have its budget for that year presented to all the Divisional Boards by their respective Divisional Presidents. This budget will be established based on the fixed costs of the association (office rent, telephone costs, affiliation to various organisations, anticipated fees for treatment of current affairs, etc.), on the project(s) the Executive Board might have for that fiscal year and on the balance sheet from the previous year. Once the budget is accepted within the Executive Board, the required financial contribution by each division towards this budget will be established, and will be based on each division’s membership ratio (divisional members divided by total members of the association), the membership listing from January of the current year considered being the reference. During the course of the year and until the establishment of the next budget the following year, in case of adhesion or resignation of member(s), the applicable divisional contributions towards the executive budget will be adjusted only in regard to the required affiliation(s) to various organisation(s) (ECA, IFALPA, etc.).

B) DIVISIONAL BOARD
In March each year, each Divisional Board will establish its own financial budget for that year, based on the requirements set forth by the Executive Board, the project(s) the division might have for that year and the balance sheet from the previous year. Based on this financial plan, each Divisional Board respectively will establish a membership fee to be proposed for vote to its respective divisional members at the next Divisional Assembly.

C) ACCOUNTING
For the purpose of accounting, the association will retain a single account where all membership fees shall be paid. The Executive Treasurer, in collaboration with the Divisional Financial Coordinators, shall keep track of the funds available to each division and to the Executive Board respectively, and shall have available a balance sheet of the account which must be presented upon request by the Executive Board, a Divisional Board or any member of the association.

A Divisional Financial Coordinator, in turn, must keep a record of the financial status of its respective division and shall have a balance sheet available, which must be presented if so requested by the Executive Board, its respective Divisional Board or any of its divisional members.

D) EXTRAORDINARY CHANGE OF DIVISIONAL BUDGET
Should a Divisional Board establish that the divisional budget funds will not be sufficient to cover divisional expenditure, it may ask the Executive Board to cover the missing funds up to a maximum of 5 % of the divisional budget. Should the Executive Board refuse this or the missing amount exceed 5 % of the forecasted divisional budget, the Divisional Board may then call an extraordinary Divisional Assembly for the purpose of modifying divisional membership fees. Such an Extraordinary Divisional Assembly shall have two-third at least of its divisional members present or represented (the list of divisional members as established the preceding January being the reference), and a majority of two-third of the members present or represented is necessary to vote the proposed new membership fee.

If the result of the vote is favourable to a membership fee change, the date at which the new fee will apply must be decided and announced during that same assembly by the Divisional Board, but can in no case be any sooner than the beginning of the following month.

Meeting minutes with the applicable change of membership fees shall be sent to the Executive Board at least ten (10) days before the change becomes effective, and in any case no later than fourteen (14) days after the Extraordinary Divisional assembly. An Extraordinary Divisional Assembly for that purpose only shall be notified to the divisional members and to the Executive Board at least two (2) weeks in advance and shall include the following items in its agenda:

• The amount of the proposed new membership fee.
• The reason(s) for the proposed change in membership fee.
• The duration this new proposed membership fee will be in effect.
• The projected impact of the change on the divisional budget.

E) RESERVE FUND
Should a division not spent their allocated budget, it may create a reserve fund to be used to finance future major projects. This reserve fund shall not be taken into account for establishing the general budget. The financial reserve capability of the general budget should not be less than 20 % of the forecasted yearly expenses at the beginning of each year.

F) CONTROL OF THE ASSOCIATION’S ACCOUNTS
All accounts of the association will be checked by two (2) scrutinizers not belonging to the same division and being active members without holding any other function within the association. One (1) of the scrutinizers or a representative designed by them will propose or not, depending on their findings, discharge of the Executive Treasurer to the General Assembly.

.ARTICLE 8: MEMBERSHIP FEES
A) ANNUAL MEMBERSHIP FEES
The annual membership fees will be voted in each division separately and independently of one another, during the ordinary Divisional Assemblies called by the respective Divisional Boards once a year. The fees in any given division can either be voted as an equal fixed amount for all divisional members, as a fixed amount differing between captains and first officers of that division or as a percentage of each divisional member’s salary. In any case, the membership fees will not exceed EURO 250,00 (index 100) per year, for this purpose the index as published by the “STATEC (Institut national de la statistique et des études économiques du Grand – Duché du Luxembourg)” in January of this year shall be used.

B) PAYMENT OF ANNUAL MEMBERSHIP FEES
Each member shall pay the membership fee in equal monthly instalments of one – twelfths of the annual membership fee defined in A) of this article. The monthly instalments shall be received by the association not later than the fifth working day of each month.

ARTICLE 9: GENERAL ASSEMBLY
The ordinary General Assembly shall be held at least once a year, preferably in the month of April, but has to be held latest at the end of May, and shall include at least the following agenda items:

1. Appointment and removal of administrative officers. Possible candidates shall post (either by electronic mail or by normal post) their candidature to the Executive Board latest ten (10) days before the General Assembly. The members will be presented with a list of the candidates.
2. Summary of the association’s activities and achievement since the last General Assembly, either ordinary or extraordinary.
3. Deliberation and decisions concerning the future activities and orientation of the association.
4. Forecast budget for the year.
5. Approval of account and balance-sheets.
6. Any specific item signed by at least one twentieth of the members (based on the last yearly membership listing), must be added to the agenda.

Notice of such meeting shall be sent to all members by the Executive Board at least eight (8) days before the meeting is to be held, and shall include the proposed agenda. Additionally, the notice shall include a copy of the balance sheet from the previous year and the proposed executive budget for the coming year. Evidence of due completion of these formalities shall take the form of a list of the notices sent out, checked-off and countersigned by the Executive President and by the Executive Secretary.

An Extraordinary General Assembly can be called whenever deemed necessary by the Executive Board, or when at least one – fifth of the members of the association so request (based on the list of members as established the preceding January being the reference).

ARTICLE 10: DIVISIONAL ASSEMBLY
The ordinary Divisional Assembly shall be held at least once a year, preferably in the month of April, but have to be held latest during the month of May, and shall include at least the following agenda items:

1. Appointment and removal of administrative officers. Possible candidates shall post (either by electronic mail or by normal post) their candidature to the Divisional Board latest ten (10) days before the Divisional Assembly. The members will be presented with a list of the candidates.
2. Summary of the association’s activities and achievement since the last Divisional Assembly.
3. Deliberation and decisions concerning the future activities and orientation of the division.
4. Forecasted financial plan for the year.
5. Approval of account and balance sheets.
6. Any specific item signed by at least one – twentieth of the members (based on the last yearly membership listing), must be added to the agenda.

Notice of such a meeting shall be sent to all members of the division by the Divisional Board at least eight (8) days before the meeting is to be held, and shall include the proposed agenda.

An Extraordinary Divisional Assembly can be called whenever deemed necessary by the Divisional Board, or when at least one – fifth of the members of a division so request (based on the list of members as established the preceding January being the reference).

ARTICLE 11: VOTING AT GENERAL ASSEMBLY
The General Assembly shall be duly constituted, irrespective of the number of members present, and shall adopt its decision by a majority of the members present or represented, (save where the deliberations and/or the voting fall within the ambit of Articles 8 or 20 of the Law).

All voting at the General Assembly shall be by a show of hand, except if a member present at the assembly otherwise requests. The counting of the votes shall be established by two (2) scrutinizers, which must be appointed by the Executive Board before the voting takes place.

Any member not present at the assembly can cast his/her vote by secured electronic mail sent at least four (4) hours before the meeting is to take place. The Executive Secretary, or his delegated representative, is responsible for submitting the printout of these votes to the scrutinizers before they start collecting the results.

Any member may by proxy authorise another member to represent him at the General Assembly. No member may represent more than one (1) absent member.

Decisions and resolutions adopted at the General Assembly shall be brought to the knowledge of associated persons and third parties by means of a register. That register shall be open to inspection on the premises by ordinary members upon their requesting access thereto, and by third parties upon written request.

When appointing new administrative officers, namely the Executive President, the Executive Secretary and the Executive Treasurer, the members of the association, all divisions included, shall vote the persons of their choice among the members elect to a specific position. The candidates polling the largest number of votes shall be elected to their respective position.

ARTICLE 12: VOTING AT DIVISIONAL ASSEMBLY
The Divisional Assembly shall be duly constituted, irrespective of the number of members present, and shall adopt its decision by a majority of the members present or represented, (save where the deliberations and/or the voting fall within the ambit of Articles 8 or 20 of the Law).

All voting at the Divisional Assembly shall be by a show of hand, except if a member present at the meeting otherwise requests. The counting of the votes shall be established by two scrutinizers, which must be appointed by the Divisional Board before the voting takes place.

Any member not present at the Divisional Assembly can cast his/her vote by secured electronic mail sent at least four (4) hours before the meeting is to take place. The Divisional Secretary, or his delegated representative, is responsible for submitting the printout of these votes to the scrutinizers before they start collecting the results.

Any member may by proxy authorise another member to represent him at the Divisional Assembly. No member may represent more than one (1) absent member.

Decisions and resolutions adopted at the Divisional Assembly shall be brought to the knowledge of associated persons and third parties by means of a register. That register shall be open to inspection on the premises by ordinary members upon their requesting access thereto, and by third parties upon written request.

When proceeding to the election of their Divisional Board, the members of a division shall vote the persons of their choice among the members elect with no position attached. Once elected, the new Divisional Board members will convene to allocate among themselves the positions on the board. The newly elected Divisional Board will inform the Executive Board and the members of that division of the positions held within one (1) week.

If the newly elected Divisional Board is undecided on who will be the president of that division, then the Board Member holding the majority of the votes will become Divisional President. In case the one holding the majority of the votes refuses to take up the position of Divisional President, then the Board Member with the second most votes will be nominated Divisional President, and so on.

ARTICLE 13: RESIGNATION OR EXPULSION OF A BOARD MEMBER
If a Board Member resigns, or is being expelled, then the Board may elect to continue with one or more Board Members less in case the minimum required members in the board is still being respected. If not, then an Extraordinary Assembly will be convened in order to vote on one or several new Board Members to replace the resigning or being expelled members. The remaining Board Members will inform their members of the resignation or expulsion of the Board Members and the reasons of their resignation or expulsion. If new Board Members are to be elected then all the concerned members will be notified at least two (2) weeks before the Extraordinary Assembly. Possible candidates shall post their candidature at least one (1) week before the concerned Extraordinary Assembly. The members will be presented with a possible list of candidates at least four (4) days before the Extraordinary Assembly is held.

In case of irresolvable differences within one board which would prevent the board to function to the satisfaction of the members, one or more members can be asked to leave the board only if two thirds of the members of the association or of the division concerned vote to that effect at an Extraordinary Assembly.

ARTICLE 14: DISSOLUTION OF THE ASSOCIATION
In the event of dissolution of the association, declared by a two – third majority of members present at a General Assembly, or in the event of judicial dissolution, the assets of the association shall be allocated to its members, whereby each active member will receive a share which will take into account the number of years the member contributed to the association’s budget, without prejudice to the provisions of Article 17 of the Law.

In the event of dissolution of the association, the group of Luxair division members shall, if it decides to continue in existence as such, retain the right to the name referred to in Article 1 of these Statutes.

If, in the event of dissolution of the association, one or more divisions decide to continue in existence as an individual group, they shall be entitled to the corresponding proportion of the amounts appearing to the credit of the association in its books as at the date of the dissolution.

The amounts to be distributed in accordance with the foregoing provisions shall be divided up on the basis of the size, in terms of numbers, of the divisions concerned.

The proportionate amounts attributable to divisions, which are not maintained, as organised independent groups shall be paid over as provided for in this article.

ARTICLE 15: AMENDMENT TO THE STATUTES
All amendments to the statutes shall be indicated on the agenda of the upcoming General Assembly and can only be voted upon if at least two – third of the members are present or represented. The amendments have to be adopted by a two – third majority of the members present or represented.
If two – third of the members are not present or represented at the General Assembly, an Extraordinary General Assembly can be called. The Extraordinary Assembly for this purpose can vote irrespective of the number of members present or represented, but in this case, the result must be submitted to the civil court for approval.

Amendments of the statutes concerning one of the objects of the association shall be indicated on the agenda of the upcoming General Assembly and can only be voted upon if at least two – thirds of the members are present or represented. The amendments have to be adopted by a majority of three – thirds of the members present or represented.

If two-third of the members are not present or represented at the General Assembly, an Extraordinary General Assembly can be called.

The Extraordinary Assembly for this purpose can vote upon the amendments of the association’s objects only if at least half of the members are present or represented. The amendments to the association’s objects have to be adopted by a majority of three-third of the members present or represented.

If at the Extraordinary Assembly for this purpose a vote was taken in the presence of less than two – third of the members of the association, the result of the vote has to be submitted to the civil court for approval.

All amendments to the statutes have to be published in the Memorial C within one (1) month of their date of validity.