Chapter I: Name and registred office
Article 1
- The name of the association is 'IML Walking Association', the abbreviation used is 'IML'. The Association was established on 29 October 1987 in Tokyo (Japan) under the name 'International Marching League'. On 27 April 2006, the name of the Association was changed to 'IML Walking Association'.
- It is established for an unlimited period.
- The official language is English.
- The Association has its registered office in the Commune de Troisvierges (Luxembourg).
- The headquarters can be changed by simple decision of the Board of Directors.
Article 2
- The aim of the Association is to promote health and encourage friendly relations between people from all over the world by encouraging and supporting the association of walks, lasting several consecutive days, at international level.
- The IML is a non-political association whose motto is 'Nos iungat Ambulare', which means 'walking unites us'.
Chapter II: Full members
Article 3
- Full membership is received by an association of a walking event, lasting several consecutive days, in one's own country that meets the IML's criteria and has been formally accepted as a full member by the General Assembly.
- The founding members of the IML, Austria, Belgium, Denmark, Ireland, Japan, Luxembourg, the Netherlands, and Switzerland, are the eight walking associations that signed the founding document of the IML in Tokyo on 29 October 1987. Each founding member is a full member.
- There may be more full members from the same country if the distance between events is reasonable and the topography or landscape of each location is different. An existing member must have no reasonable objection. The General Meeting will decide whether an objection is reasonable or not.
- The definition of a country corresponds to that used by the International Olympic Committee (IOC).
- The IML is divided into two regions. A region has a minimum of eight members. The reward system applied is identical in all regions (same medals, etc.).
- If a region has 16 or more members, eight or more members already belonging to that region may formally request to create and become a new region at a general meeting. A majority of the members present or represented must approve this request.
- Membership criteria and conditions:
- Any not-for-profit association interested in becoming a full member must submit a complete application to the Board of Directors in accordance with the terms of reference. After checking the application, the Board of Directors proposes that the General Meeting accept the interested association as a 'Candidate' by a majority vote of the members present or represented.
- The candidate's next event will be examined by 2 delegates, and after a positive report from the delegates, the General Meeting will decide whether the candidate is accepted as a full member, by a 2/3 majority of the members present or represented. - Full members are required to pay an annual subscription, the amount of which is set by the General Meeting and may not exceed €1,000.00 (one thousand euros).
- The minimum number of full members to maintain the existence of the IML is eight.
Article 4
- 1. Full membership is lost by:
- resignation in writing by letter addressed to the Board of Directors,
- the dissolution of the Member Association,
- Resignation by operation of law in the event of non-payment of the annual subscription within three months of the subscription due date,
- striking off the register by the General Meeting for serious reasons or serious harm to the Association's interests. The General Meeting takes its decisions by a two-thirds majority of the members present or represented. - Resigning or excluded members and their beneficiaries have no rights to the financial fund and cannot therefore claim reimbursement of contributions paid or the value of the inventory of their IML products.
Article 5
The Association keeps at its registered office an up-to-date register of members in accordance with the conditions set out in Article 9 of the Act, which may be consulted by members.
Chapter III: The General Meeting
Article 6
- The General Meeting has the widest powers to take any decision affecting the Association. All full members are called to the General Meeting by the Board of Directors at least forty-five days before the date by e-mail.
- All members have equal voting rights at the General Meeting, and resolutions are passed by a majority of the votes of the full members present or represented. If a country is represented by more than two full members, the number of votes is limited to two for that country.
- The resolutions of the General Meeting are recorded in minutes, which are signed by the President and kept at the Association's registered office, where they may be consulted by members.
Article 7
- The General Meeting meets at least once a year, no later than six months after the closing date of the operating year, to approve the annual accounting documents for the past year and the provisional budget for the following year. The financial year begins on 1 January and ends on 31 December of the current year.
- The General Meeting must be convened at the request of at least one fifth of the members.
- A full member may be represented by another member by means of a written proxy. A member may not hold more than one proxy.
Article 8
The General Meeting has exclusive jurisdiction over:
- - amendments to the constitution,
- - the appointment and dismissal of directors and the determination of their number,
- - the appointment and dismissal of the Statutory Auditors,
- - approval of the budget and annual accounts,
- - the dissolution of the Association,
- - the exclusion of a member,
- - the application for recognition of public utility status.
Chapter IV: The Board of Directors
Article 9
- The Board of Directors, known as the Board, has the power to perform all acts necessary and useful for the proper operation of the IML, except for those reserved by law for the General Meeting. It is convened by the President by electronic means at least eight days before the proposed date.
- The Board, consists of a minimum of 3 and a maximum of 9 people, it being understood that it is up to the General Meeting to determine the precise number of board members to be elected. The Board may only make decisions if at least half of the board members are present or represented. Decisions are taken by a majority of the members present or represented.
- Decisions of the Board may be taken by unanimous written consent of the directors in duly justified exceptional cases.
- Board members may participate by videoconference or by any other means of telecommunication that enables them to be identified. They may give an electronic mandate to another member to represent them at any board meeting. The same board member may represent only one other member at a time.
- The resolutions of the Board are recorded in minutes which are signed by the President and kept at the Association's registered office.
Article 10
- The directors shall appoint from among themselves, by a simple majority, those who shall perform the duties of President, Vice-President(s), Secretary and Treasurer.
- The Association is bound by the signature of the President, or by the signature of the Treasurer. In the event of absence, the Association shall be bound by the joint signature of a Vice-President and Secretary.
- The Association may delegate day-to-day management to one or more natural persons or legal entities, directors or not, members or not, acting alone or jointly. Delegation of day-to-day management is subject to the prior authorization of the General Meeting.
Article 11
- Honorary President :
1. On the recommendation of the Board or of one or more members, the General Meeting may decide to award the title of 'Honorary President' to a person who has shown particularly outstanding merit in promoting the IML Walking Association and who has held the position of President for at least three years.
2. This title is awarded for life.
3. There will only be one Honorary President at a time. - Honorary member :
1. On the recommendation of the Board or one or more members, the General Meeting may decide to award the title of 'Honorary Member of the IML Walking Association' to a person who has made a significant contribution to the success of the IML.
2. As honorary members are not subject to the rights and obligations set out in the law, they do not have voting rights at general meetings.
Chapter V: References to the Law of 7 August 2023 on non-profit associations and foundations (the Law)
Article 12
- With reference to Article 18 of the Act, the Association's accounting system is that which applies according to the category to which it belongs.
- The Articles of Association are amended in accordance with the provisions of Article 15 of the Law.
- The Association is dissolved in accordance with the provisions of Article 25 of the Law.
- For all matters not governed by these Articles of Association, the provisions of the Law shall apply, as well as the bylaws to be adopted by the Board of Directors and approved by the General Meeting.
Conclusions :
The original constitution was drawn up in French, as the Law of 7 August 2023 on non-profit associations and foundations was formulated in French. Accordingly, the present version is a close translation of the original French version.
This constitution was adopted by the General Meeting of 24.09.2024 by a unanimous vote of the 25 members present or represented. 4 members were neither present nor represented. The original in French was filed and registered with the Luxembourg Business Registers on 29 October 2024 with reference L240240789.
BYLAWS
These Bylaws are in addition to the IML Walking Association Constitution are currently being revised !