Name, duration and head office
Article 1. A Foundation is hereby set up, which will be governed by the dispositions laid down in the Law of 21 April 1928 relating to non profit-making associations and foundations.
Article 2. The name of the Foundation is "Fondation Alzheimer Europe – Alzheimer Europe Foundation", hereafter referred to as “The Foundation”.
Article 3. The Foundation is founded for an unlimited duration of time.
Article 4. The head office is established at 145, route de Thionville, L-2611 Luxembourg. It may be moved to any other address in Luxembourg on a decision of the Board of Directors alone.
Article 5. The aims of the Foundation are:
- To support networking activities of national Alzheimer’s associations in the framework of Alzheimer Europe,
- To encourage the involvement of people with dementia in European conferences, meetings and projects,
- To promote European dialogue on legal and ethical issues in dementia,
- To support the exchange of information and good practices on national dementia strategies and Alzheimer’s plans.
Assets and finances
Article 6. The Foundation will be set up with an initial grant of 120,000 Euro paid to the Foundation by "Alzheimer Europe a.s.b.l.”
Article 7. The income of the Foundation will be made up of:
- Donations, legacies and grants that the Foundation may receive in conformity with legal dispositions,
- Income from the assets of the Foundation
- Revenue resulting from activities carried out by the Foundation in accordance with its aims
Article 8. The Foundation is managed by a Board of Directors consisting of a minimum of 3 and a maximum of 9 people.
The first three members of the Board of Directors are the following:
- Ms Heike von Lützau-Hohlbein, of German nationality, retired and living at 9D, Schieggstrasse, D-81479 Munich,
- Ms Iva Holmerová, of Czech nationality, medical doctor and living at 878, Dr. E. Benese, CZ-277 11 Neratovice,
- Ms Maria do Rosário Zincke dos Reis, of Portuguese nationality, lawyer and living at 1-2, avenida Ceuta Norte, Quitado Loureiro, lote, P-1350-410 Lisbon.
Additional Directors can be appointed by the Board of Director of Alzheimer Europe a.s.b.l.
Members of the Board of Directors are elected for a period of three years. Mandates are renewable.
A Director’s term of office may be terminated by the Board of Directors on a two thirds majority, the Director in question not taking part in the vote.
If a Director dies or resigns or if his/her appointment has been terminated, the Board of Directors of the Foundation may fill the vacancy by co-opting a Director who will finish the mandate of the Director he/she replaces.
Changes with regard to the membership of the Board of Directors are published in the “Mémorial”.
Article 9. The Chairperson of the Board is elected by the Board of Directors. The mandate is for three years and is renewable.
The Board of Directors chooses a Vice-Chair and a Treasurer from among its members. The duration of their term of office is three years and is renewable.
The Board meets at the request of the Chairperson or at the request of two directors at least once a year. The Board can only make valid deliberations if more than half of its members in office are present or represented, a proxy between directors being permitted. The power of attorney must be in writing and is only valid for one meeting.
Meetings of the Board of Directors are chaired by the Chairperson. Should the Chairperson be unable to attend, meetings of the Board of Directors are presided by the Vice-Chairperson.
Decisions are made by simple majority.
In case of a tie, the Chairperson's vote or that of his or her representative takes precedence.
Article 10. The Board of Directors is invested with the most extensive powers for the administration of the Foundation in order to accomplish all transactions and dispositions relating to its objectives. It can decide on the investment of capital, on the use of the Foundation's revenue and capital, on administration and on the management and use of social funds. It can accept donations and bequests made to the Foundation in accordance with the legal provisions in vigour.
For every day management, the Board can delegate all or part of its power to two of its members.
Article 11. The Foundation is legitimately represented in all judicial and extra-judicial transactions by the joint signature of the Chairperson and one other Director of the Foundation.
Article 12. The official year starts on 1 January and finishes on 31 December.
The first term of office will run from the time which has elapsed since the approval of the present statutes until 31 December of the following year.
In the two months following completion of the term of office, the Board of Directors establishes the management accounts of the completed term of office and the budget for the subsequent term of office. The accounts and the budget will be communicated to the Ministry of Justice in accordance with Article 34 of the law of 21 April 1928.
Modification of statutes
Article 13. The statutes can be modified by a decision of the Board of Directors and will require a two thirds majority. The decision must be confirmed by a second resolution taken at two-months interval under the same conditions.
Modifications of the statutes are published in the Mémorial.
Dissolution of the organisation
Article 14. The dissolution of the Foundation is governed by the dispositions of Article 41 of the law of 21 April 1928. In case of dissolution, the assets will be allocated to Alzheimer Europe, a.s.b.l.