21st Council Meeting | 2.b) Statutes Update Motion for Compliance Purposes in the Case of Liquidation - Subject & Discussion Thread

Council 21st Council Meeting
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Submitted by: The Board of the European Pirate Party
Addressed to: The 21st Council of the European Pirate Party

Background

The 20th Council Meeting adopted a series of amendments to the Statutes for compliance purposes. Following a legality check performed by the Luxembourgish Business Registry on the newly updated statutes, an issue was raised in the liquidation provisions. This amendment aims to resolve the issue.

Summarised: the assets may not go to the members of an association when said association is liquidated, prompting this amendment motion.

Proposal

The Council updates the statutes as outlined below, mandates the Board to complete the necessary fillings and perform the translation into French or linguistic corrections if appropriate.

Note: deletions are struck through and highlighted. Additions are highlighted.

Article 28 – Duration and Dissolution

  1. The Association shall be set up for an unlimited period of time.
  2. The Association is not dissolved as a result of the death, dissolution or resignation of a member, provided the number of members is not less than five Ordinary Members.
  3. In the event that European legislation provides for a different legal status for political parties and the Council of the Association decides to adopt such a status, the financial and other assets of the Association shall be transferred to the new legal entity upon the cessation of the activities of the Association.
  4. Except in the event of judicial dissolution and automatic dissolution due to the requirements of the law, the association may be prematurely dissolved only by a decision of the Council acting in accordance with Chapter IX, Article 23 to 28 of the Law of August 7, 2023 on Not-for-profit associations and foundations.
  5. It may be dissoluted dissolved by a four-fifth majority decision of the Council with an attendance quota of two-thirds of the members entitled to vote present or represented. If the quota is not reached, a new meeting of the Council shall be called no earlier than 15 calendar days after the first meeting. The second meeting of the Council shall be entitled to take valid decisions irrespective of the number of members with voting rights present or represented.
  6. As from the moment the decision of dissolution is taken, the Association is required to mention at all times that it is ‘in dissolution’.
  7. In the event that the Association is dissolved, the Council shall decide by a simple majority of the votes cast on
    a. the appointment, powers and remuneration of the liquidators,
    b. the methods and procedures for the liquidation of the Association and
    c. the destination to be given to the net assets of the Association. The net assets of the Association will have to must be allocated to a non-profit purpose. They may not be divided among the members parties according to their financial contributions. The assets must be assigned to another association, or to a public utility foundation, having their headquarters in a Member State of the Union European Union or the European Free Trade Association.
  8. All such decisions have to be duly filed and published according to the law.
21st Council Meeting | Draft Agenda