Amend the statutes
The law sets out a specific procedure for amending the articles of association of an association. All members must be invited to the meeting. The purpose of the amendment must be stated precisely in the notice of meeting.
The meeting may only validly deliberate if 2/3 of the members are present or represented (attendance quorum). If the attendance quorum is not met at the first meeting, a second meeting may be called, but this time no attendance quorum is required. The notice of this second meeting must be sent at least eight days before the date of the meeting, and there must be a period of at least fifteen days between the first and second meetings. In both cases, the amendments must be adopted by a 2/3 majority of the votes cast.
Decisions taken at a second meeting which did not meet the attendance quorum must be sent to the President of the District Court of Luxembourg or Diekirch for homologation (approval). The application for approval must include the reports of both meetings as well as the list of members present at the ordinary and extraordinary meetings.
It is advisable for associations to prepare such meetings with a specialist in order to amend the statutes together to avoid problems later on with applications for approval.
In order to change any of the objects for which the association was established, the above rules are modified as follows:
The decision is only valid in either meeting if it is passed by a ¾ majority of the votes. The second meeting shall only be validly constituted if at least half of the members are present or represented.
If 2/3 of the members are not present or represented at the second meeting, the decision taken must be approved.
In practice, the two meetings are often convened together in a mailing with the mention that if the quorum is not met at the first (so-called ordinary) meeting, it will be followed immediately by a second (so-called extraordinary) meeting, which according to Article 8 al.2 of the law, if the quorum is not met, "a second meeting may be convened which may deliberate whatever the number of members present..." would not be entirely in conformity.
