Statutes
ARTICLES OF ASSOCIATION AS MODIFIED AND APPROVED BY THE GENERAL ASSEMBLY 25 MARCH 2003
Chapter 1. – Name, registered office, purpose
Art. 1. The non-profit-making Association is called the ‘Association Luxembourgeoise des Compliance Officers du Secteur Financier’ or ‘ALCO’, or the ‘Luxembourg Association of Financial Sector Compliance Officers’ or ‘LACL’.
Art. 2. The Association’s registered office is located in Luxembourg.
Art. 3. The Association term is unlimited.
Art. 4. The Association’s purpose is to group Compliance Officers – and, generally all persons responsible for compliance – in the Luxembourg financial or insurance sector.
It proposes to foster communication and the exchange of ideas between its members through regular meetings, by taking part in internal or external workgroups, and by organising conferences and debates on ethical and compliance issues in the financial sector in the Grand Duchy of Luxembourg.
It also proposes to set up contacts with foreign associations having a similar purpose.
Chapter II. – Members, admission, resignations, exclusions and membership fees
Art. 5. The Association is composed of valid and honorary members.
To be accepted as a valid member, an application must be submitted to the Board of Directors, the Articles of Association must be approved and the membership fee fixed by the General Meeting must be paid.
The Board of Directors decides on the admission of new valid and honorary members by a three-fifths majority.
Honorary members do not hold voting rights at General Meetings and may not sit on the Board of Directors.
Art.6. Membership status is lost:
a) Further to written resignation,
b) Possibly further to the Board of Directors’ decision, if the duly summoned member has failed to pay his/her annual membership fee,
c) Further to the Board of Directors’ decision in the event of serious actions which may have an adverse impact on the Association’s interests.
d) Further to exclusion pronounced by the General Meeting ruling by a three-fifths majority of votes.
Art. 7. The number of members is unlimited but may not be less than five.
Art. 8. The membership fee for a valid member is defined on an annual basis by the General Meeting ruling by simple majority of attending members. This may not exceed EUR 150 (100 index).
Chapter III. – Administration
Art. 9. The Association is managed by a Board of Directors made up of at least five valid members. Members of the Board of Directors appoint a Chairman, one or more Vice Chairmen, a Secretary and a Treasurer from amongst members thereof. A Board member’s term of office lasts two years.
The Board of Directors may also be assisted by one or more consultants who possess acknowledged competence in the field of Compliance. The aforesaid consultants shall be selected by validly elected Board members, mainly from amongst the honorary members of the Association. They are invited to Board meetings and generally assist the Board in performing its duties. Their number shall not exceed one half of Board members.
Outgoing members may be re-elected.
The office is purely honorary.
Art. 10. An outgoing member shall be replaced by election at the next General Meeting.
Art. 11. Board meetings shall be convened in writing by the Chairman or by one or more Vice Chairmen.
Art. 12. Board of Directors’ decisions are taken by the majority vote of attending members.
Art. 13. The Board of Directors manages the Association’s business and represents it in all judicial and extra-judicial actions. Under the Board’s responsibility, it is entitled to delegate powers to a member thereof.
Art. 14. Under all circumstances, the Association is bound by the joint signatures of two members of the Board of Directors.
Chapter IV. – General Meeting
Art. 15. An Ordinary General Meeting is held at least once a year during the first quarter of the calendar year. In addition, a Meeting may also be convened by the Board of Directors whenever the latter deems necessary or when requested by one-fifth of members. Convocations are addressed at least two weeks prior to the Meeting date by individual letters or any other means of communication, including by e-mail or via the press.
The convocation shall specify the agenda.
Art. 16. A General Meeting convened in accordance with Article 15 is duly constituted however many members attend and validly deliberates by the majority vote of attending or represented members. Any valid member may grant a proxy to another valid member to represent him/her at the General Meeting.
Art. 17. The Board of Directors shall submit an Annual Report, the accounts for the previous financial year and a draft budget for the following financial year to the General Meeting.
The General Meeting shall appoint two valid members to audit the accounts and report back to the Meeting.
Art. 18. General Meeting decisions are recorded in minutes drawn up by the Secretary and signed by the Meeting Chairman, the Secretary and Board members who attend the meeting.
The Secretary informs members of adopted decisions.
Chapter V. – Amendment of the Articles of Association
Art. 19. A special General Meeting shall be convened to amend the Articles of Association. Two-thirds of the members thereof must be present.
The amendment proposal must be adopted by a majority of two-thirds of the votes.
If two-thirds of members do not attend the special General Meeting convened for the purpose of amending the Articles of Association, a new Meeting shall be convened. The General Meeting may then validly deliberate however many members are present and, in such case, decisions shall be subject to approval from a Civil Court in accordance with Article 8, paragraph 2 of the Law of April 21, 1928.
If the amendment relates to the Association’s original purpose, this shall be performed in accordance with Article 8, paragraph 3 a.b.c. of the Law of April 21, 1928.
The purpose of amendments to the Articles of Association shall be specified in the Meeting convocation.
Chapter VI. – Dissolution and liquidation
Art. 20. In order to pronounce the Association’s dissolution, a special General Meeting shall be held. At least two-thirds of members thereof shall attend for decisions to be valid. If this quorum is not reached, a second Meeting shall be convened which may then pronounce dissolution however many members are present.
Dissolution is pronounced when at least three-fifths of attending members vote for dissolution.
Art. 21. In the event of dissolution, the General Meeting shall appoint one or several liquidators.
The Association’s assets shall be donated to a similar association or to a charitable organisation.
Chapter VII. – General provisions
Art. 22. For all provisions which are not specified in these Articles of Association, reference shall be made to the Law of April 21, 1928 for non-profit-making associations and institutions of public interest.
Drawn up in Luxembourg, on March 25, 2003.
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Les attentes de la FSMA vis à vis des compliance officers 
