Our Articles of Association were amended at our General Meeting of 31 May 2018.
Project of amending the Articles of
FEDERATION RECRUITMENT SEARCH & SELECTION
NAME, REGISTERED OFFICE, PURPOSE, TERM
The Association’s name is “FEDERATION FOR RECRUITMENT SEARCH & SELECTION” abbreviated as “FR2S”. It is governed by these Articles of Association and by legislation on non-profit associations and foundations, amended on 21 April 1928. All current members, and those subsequently admitted, undertake to observe these Articles as well as the Internal Rules of Procedure subsequently established.
The registered office is located at 7, rue Alcide de Gasperi, in Luxembourg. This may be transferred to another place or city by a decision of the Board of Directors.
The Association’s aim is the protection and development of the professional interests of its members.
To this end it deals with:
- grouping together recruitment, executive-search and “head- hunter” companies with a view to representing the profession and, in that capacity, making appropriate representations to official institutions and cross-industry or professional organisations of employers and workers;
- developing and promoting a spirit of collegiality and moral support amongst its affiliates in order to: pool their combined knowledge with the aim of improving their general working conditions; seek out features likely to bring beneficial changes to their common situation; take all the steps and measures that are deemed useful to the professional interests of its members and to its general organisation;
- concluding collective bargaining agreements in respect of working conditions, applicable to workers, either directly or through the intermediary of employer cross-industry organisations;
- advising its members and defending, either nationally or internationally, by all means deemed suitable, the common professional, economic and social interests of its members and the professions to which they belong.
To accomplish its mission it will act in close collaboration with the FEDIL – The Voice of Luxembourg’s Industry and will submit to it any useful proposal that contributes to improving the situation of its members or to that of the industry. 2
The Association may undertake all activities directly or indirectly related to its purpose.
It is neutral from the political and denominational point of view.
It will abstain from any activity that is contrary to the general interests of the industry and other federations in the industrial sector.
The Association is set up for an indefinite term.
CATEGORIES OF MEMBERS, CONDITIONS OF ADMISSION, RESIGNATION AND EXCLUSION OF MEMBERS, SANCTIONS
The FR2S is comprised of full members and honorary members. There is no limit to the number of members. The number of full members may not be any lower than 3 (three).
To become a full member, the recruitment company must be accepted as a full member by the Board of Directors. However, if the recruitment company in question and another recruitment company, which is already a full member of the FR2S, has a common or shared management and/or interests, the recruitment company seeking affiliation to the FR2S may only be accepted as a sponsored member.
To be a member, the recruitment company must:
- endorse the FR2S Articles and Rules;
- produce a copy, a photocopy or an excerpt of its licence, of its company Articles and of its main and secondary registration with the Trade and Companies Register;
- be bound to participate in FR2S activities and, in particular, communicate the information based on a General Meeting decision;
- inform the FR2S of the existence of a shared management and/or common interests with one or more permanent recruitment company or companies.
Considered as having shared management and/or common interests are all companies that,
- perform their activities in shared premises and/or
- in the facts (company trading name and/or name of operational divisions), perform their activities under a common brand and/or
- are managed by the same person(s), and/or
- have at least 50% mutual sleeping partners.
Any person or company wishing to be part of the Association must present a written request for membership to the Board of Directors of the FEDIL – The Voice of Luxembourg’s Industry and to the FR2S Board of Directors. 3
Admission or, if applicable, refusal of admission of a member are decided by the Board of Directors in accordance with the provisions of the third chapter of these Articles. The Board’s decision is final and does not have to be justified. The Board remains free at all times to refuse admission to membership. The Board’s decision is communicated to the interested party by registered letter.
The Board of Directors of the FEDIL – The Voice of Luxembourg’s Industry shall scrutinise the application acting on the advice of the FR2S Board and taking into account all necessary elements in order to make their decision on admission.
- 1. All full and sponsored members undertake:
– to comply with the Articles, the Code of Ethics, and the Internal Rules of Procedure;
– to pay, every year, in the month following that in which the General Meeting is held, the subscription, the calculation, rate and manner of levying of which are fixed annually by the aforesaid Meeting; these membership dues must be below the amount of €2,500 (two thousand five hundred Euro);
– to attend General Meetings, unless there is a justified impediment;
– not to be part of another professional group exclusively representing permanent recruitment, unless with written agreement from the Board of Directors.
- 2. Special contributions, for activities or special services that may be set by the General Meeting.
- 3. The reference to the status of the FR2S member, and the use of its documents and its acronyms shall be regulated by an Internal Rule of Procedure.
Honorary members are those who, by their advice and their submissions, contribute or have contributed to the prosperity of the FR2S, and who are admitted as such by the General Meeting.
They may attend General Meetings on the invitation of the Board of Directors. Honorary members do not have voting rights.
Every member has the right to resign at any time from the FR2S; and the latter may not, if such is the case, claim anything other than the current subscription and membership dues. Resignations must be sent in writing to the Chairperson who will acknowledge receipt within the month and will inform the members.
Any full member who is one year in arrears in the payment of dues is deemed to have resigned. The Board of Directors may nevertheless lift the removal if the arrears can be sufficiently justified.
Unless otherwise decided by the General Meeting, the resignation of a member having shared management and/or mutual interests with one or other member or members of the FR2S, also leads to the resignation of all those members with whom he or she has a shared management and/or mutual interests. Members threatened with resignation by application of this rule, must however be invited by registered letter to present their means of defence before the General Meeting makes a decision on this matter. 4
Resigning members lose all rights to advantages of the FR2S. A member who has resigned is prohibited from making any reference to their FR2S membership, or from using any FR2S documents or acronyms.
Depending on the gravity of the case(s), members may be suspended for a fixed time or be expelled from the FR2S, in particular:
– for failing to comply with the Articles, the Code of Ethics, and the Internal Rules of Procedure;
- in cases of serious misconduct;
- when they jeopardise the interests of the FR2S by their activities.
Members threatened with suspension or exclusion, must be invited by registered letter and admitted to present their defence.
The General Meeting makes a decision on this suspension or exclusion in accordance with the rules on requirements as to quorum and majority covered in Article 28, paragraph 2.
This decision is not open to appeal. However, on the request of the Board or of the interested party, the General Meeting’s decision may be reviewed. This will be implemented in line with the Internal Rules on requirements as to quorum and majority covered in Article 28, paragraph 2.
The General Meeting has the competence to determine if the exclusion or suspension of a member, is deemed to include the exclusion or suspension of one or more members having shared management and/or mutual interests with the member excluded or suspended. Any members threatened with exclusion or suspension by application of this rule, must however be invited by registered letter to present their means of defence before the General Meeting makes a decision on this matter.
On the assumption that exclusion of one or more members of the FR2S would have the effect of preventing recruitment companies, that have shared management and/or mutual interests, of a full representative within the FR2S, one of the sponsored members, having shared management and/or mutual interests with the excluded member(s), shall acquire the status of full member.
Members excluded lose all rights to the advantages of the FR2S; and suspended members lose all rights to the FR2S advantages but retain all their obligations. A member who has been excluded is prohibited from making any reference to their FR2S membership, or from using any FR2S documents or acronyms. In the event of suspension of a member, the Board of Directors will decide if the prohibition envisaged for the excluded members must be applied in whole or in part.
FR2S MANAGEMENT, APPOINTMENT PROCEDURE AND POWERS OF THE DIRECTORS,
MANAGEMENT OF ASSETS, FUND DEPOSITS, AND ACCOUNT SETTLEMENT METHOD
The FR2S is directed by a Board of Directors that includes at a minimum a Chairperson, a Vice-Chairperson, a Secretary and a Treasurer.
It can include a maximum of sept members. Within these limits, the number of members is fixed by the General Meeting. 5
They are elected for two years from among the representatives of full members, by the General Meeting, by secret ballot and with a straight majority of the votes validly cast.
The Board of Directors, at no time, can have more than one representative of full members having shared management and/or common interests.
The Board of Directors is totally renewed every two years.
Outgoing members are eligible for re-election .
The mandate is always revocable by the General Meeting, with an absolute majority of the votes validly cast, and by secret ballot.
Replacement of deceased or resigning Board members takes place at the following General Meeting. The Board member thus elected takes the mandate of the member being replaced.
The General Meeting may, with a straight majority, appoint an Honorary Chairperson who will have an advisory capacity at Board meetings and in the General Meetings.
The General Meeting assembles when convened by the Chairperson as often as the interests of the FR2S demand. The Chair is obliged to convene the Board if a minimum of three members of this Board make a written request.
The Board cannot deliberate if at least half of its members are not present unless an emergency has been declared and mentioned in the convocation. However, on a new convocation, the meeting’s agenda may be voted on, irrespective of the Board’s composition.
Decisions are taken on the straight majority of the votes validly cast. In the event of a tie, the person chairing the meeting has the casting vote.
When, without proper justification, a member of the Board does not attend three consecutive meetings, the Board may propose revocation of their mandate to the General Meeting.
Members of the Board of Directors fulfil their mandates free of charge.
The Board is responsible for performing all administrative acts not expressly reserved for the General Meeting; it takes all measures to ensure General Meeting decisions are executed; it pursues all available avenues to achieve the goals of the FR2S. 6
The Board of Directors may nominate a General Secretary .
The members of the Board may entrust certain administrative tasks inherent to the Board of Directors to the Secretary.
The Board shall put at the disposal of the General Secretary the necessary staff for performance of the tasks which have been entrusted. The status and remunerative conditions of staff are set by the Board of Directors.
The Chairperson monitors and ensures implementation of the Articles, the Internal Rules of Procedure and decisions of the General Meeting. The Chair polices the meetings and takes all measures to ensure implementation of the Board’s decisions; signs, conjointly with another member of the Board, all documents, by-laws, or deliberations and represents the FR2S in all its relations with public authorities and third parties. The Chair supports all legal proceedings, except in the event of special delegation by the General Meeting to some other person, either as plaintiff or as defendant in accordance with a decision from the Board of Directors.
The Chair convenes Board meetings and the General Meeting.
The Vice-Chair(s) seconds the Chairperson in their mission. If required, the Vice-Chair(s) may stand in for the Chairperson who can temporarily delegate their powers to the Vice-Chair(s).
In the event of being unable to fulfil his/her duties when the Chairperson has not designated a replacement, the Vice-Chair or, in default, another member of the Board of Directors (the longest time serving on the Board; or, in the event the Vice-Chairs have equal seniority on the Board, by the elder).
One member of the Board takes care of all the FR2S documents, along with Board and General Meeting Minutes; and also maintains the list of FR2S members.
He or she looks after maintenance of the archives.
In the event of being unable to fulfil his/her duties and for the duration of their unavailability, this member will be replaced by another member of the Board, as designated by them, or in default, by the Board of Directors.
The Treasurer shall oversee the assets of the FR2S, and prepare and maintain an inventory of them, as well as FR2S holdings and the funds entrusted to it. He or she oversees the levying of membership fees and other amounts payable to the FR2S or to be recovered by it, as well as delivery of the necessary payment receipts.
He/she will monitor all deposits, transfers and withdrawals of funds.
All payment orders will be signed jointly by two member of the Board. 7
The FR2S assets include all movable and immovable property acquired by it, whether or not in return for payment, as permitted under the law.
The association’s equity is financed by the contributions of full members and training members, subscriptions by honorary members, by donations and by specific bequests, by grants obtained from public authorities and any other profit which the FR2S may enjoy in accordance with the law.
FR2S funds are deposited in a bank or in a postal chequeing account under the name of the FR2S. The General Meeting may decide, with a majority of three quarters of the voters in attendance or represented, on all other types of deposit account.
In no event may the FR2S take shares or equity in commercial companies.
General Meetings are validly constituted as long as more than half the full members of the FR2S are present or represented but in the event the quorum is not met, a new notification referring to the same agenda shall be sent and the second Meeting shall be validly constituted regardless of the number of members present or represented.
Members meet in General Meeting at least once each year, no later than the last day of the month of March.
The Board of Directors may convene the General Meeting each time it is deemed useful, by letter or email sent to all members at least seven (7) days before the meeting. A meeting must be convened within fifteen days of a request when a fifth of members make such a request in writing with an indication of the issue they wish to have raised on the agenda.
The General Meeting is authorised to elect Board members, admit or exclude members, vote on the Internal Rules of Procedure, the Code of Ethics, amendments to the Articles and the dissolution of the FR2S, the examination of accounts and, in general, discuss any items that may concern the FR2S and that properly come before it.
The General Meeting can only validly deliberate on the dissolution of the Association or the amendment of the Articles in accordance with the provisions of Article 26-1 of the amended law of 21 April 1928 on non-profit associations.
Its decisions are binding for all members. Only full members have voting rights in the General Meeting, i.e. one full member, one vote. Only full members are entitled to be counted in the quorum for presence and in the calculation of votes. A full member may not hold more than one proxy.
Except where provided for in Articles 11, 25 and 28 of the Articles, and for the Internal Rules of Procedure for which a special majority is required, decisions of the General Meeting are taken with a straight majority of the votes validly cast. 8
At the Annual General Meeting (AGM), to which all members are convened in writing, the Board of Directors presents a report on financial operations in the preceding year and submits the annual account of revenues and expenditures for its approval.
Accounts must be maintained by the Treasurer at the disposal of the members, at the registered offices of the FR2S, for fifteen days prior to the aforementioned AGM. They are made public only with the consent of the AGM.
Each year, the AGM appoints a committee of two members, who are not on the Board of Directors, with the aim of checking the year-end accounting entries, revenues and expenditures and the composition of the capital. This committee will submit its report to the General Meeting that is called to deliberate on the accounts for the previous financial year.
AMENDMENT OR REVISION OF THE ARTICLES, DISSOLUTION AND LIQUIDATION OF THE FR2S
Amendments will be made to the Articles and to the dissolution of the Association in accordance with the provisions of the amended law of 21 April 1928.
Amendments to the Articles and to the dissolution of the FR2S can be validly decided only when a majority at least of two thirds of the members are present or represented during the General Meeting specially convened for this purpose and comprising at least two thirds of the members having voting rights. If at the first convocation the number of members required is not present or represented, a new Meeting is convened with the same agenda. The vote can then take place regardless of the number of members present or represented.
Acts amending the Articles of Association or voluntary dissolution of the FR2S shall take effect only after being filed, adopted and published.
The General Meeting that announces the dissolution appoints the liquidators, determines their powers and fixes their fees if applicable.
Any FR2S assets remaining after satisfaction of its debts shall be distributed as follows:
In the event of dissolution, any net assets remaining after liquidation and settlement of debts shall be allocated as determined by the General Meeting that announced the dissolution.
In the event of legal dissolution of the Association pursuant to Article 18 of the law of 21 April 1928, the decision on the allocation of net wealth will pertain to the General Meeting to be convened by the liquidator(s).
ARBITRATION, ADJUDICATION OF DISPUTES
The Board of Directors will seek ways to smooth out any difficulties or dispute concerning the FR2S, either through conciliation or by arbitration. 9
Failing conciliation, disputes that may arise within the FR2S and the subject matter of which is application of the Articles, the Internal Rules of Procedure and the Code of Ethics, may be considered using arbitrators selected from among the full or honorary members, each party concerned nominating two arbitrators.
If consensus is not reached, the dispute is resolved by a third-party arbitrator, chosen by the arbitrators previously nominated or, when agreement is still not reached, by the FR2S Chair.
The decision of the arbitrators is final.
AFFILIATION OF THE FR2S TO A FEDERATION OF SIMILAR PROFESSIONAL ASSOCIATIONS
By decision of the General Meeting, the FR2S may become part of one or several Federation(s) of professional association(s).
The FR2S along with its members are affiliated with the FEDIL – The Voice of Luxembourg’s Industry.
By its membership in the FEDIL – The Voice of Luxembourg’s Industry, the Association and its members recognise they submit to the current and future Articles of the first named.
The Board of Directors is charged with developing an Internal Rules of Procedure for the performance of these Articles, as well as a Code of Ethics.
These texts must be approved by a General Meeting before being implemented. The same procedure must be observed when making any amendments to these texts.