CHAPTER 1: DESIGNATION, SEAT and PURPOSE
1.1 DESIGNATION and LEGAL FORM
The association established is named ‘China Table Tennis College Europe’ (CTTC-E) and is incorporated as a non-profit-making association, according to the provisions of the Luxembourg law of 21st April 1928 as amended concerning the non-profit-making associations and the foundations.
The China Table Tennis College Europe has elected domicile at the ‘House of Sports’ in 3, route d’Arlon L-8009 Strassen. The seat can be transferred to any other address within Luxembourg City by decision of the Board of Directors.
1.3 OBJECTS and PURPOSES
The objects and purposes of the ‘China Table Tennis College Europe’ are:
to further improve the level of European table tennis, accelerate the development of world table tennis and fully enhance the influence of table tennis in Europe (overall purposes).
to carry out various types of table tennis training at all levels, including the European youth training, coach course training and research training to improve the skills of European table tennis (training and sports purposes).
to build a School of Sports Science at university level in Luxembourg for sports studying (including an orientation in table tennis) and mutual recognition of academic degrees; to implement within the School of Sports Science, scientific and academic analysis and exchanges in table tennis to improve the scientific research level of European table tennis (academic purposes).
CHAPTER 2: MEMBERSHIP
2.1 FOUNDING MEMBERS and PARTIES
The Chinese Table Tennis Association, the China Table Tennis College and the Shanghai University of Sport are Party A founding members.
The Ministry of Sports of Luxembourg, the Ministry of Higher Education and Research of Luxembourg, the Luxembourg Olympic and Sports Committee, the Luxembourg Table Tennis Federation and the LUNEX University – International University of Health, Exercice & Sports S.A. are Party B founding members.
2.2 ADMISSION OF MEMBERS
Admission of new members is subject to unanimous approval of the General Meeting.
2.3 NUMBER OF MEMBERS
The number of members shall not be less than three.
An updated list with the members shall be published at least once a year.
2.4 WITHDRAWAL FROM MEMBERSHIP
A member may, upon its own initiative, withdraw from Membership at the end of a year, by written notice to the ‘China Table Tennis College Europe’ at least six months prior to withdrawal.
2.5 SUSPENSION AND EXCLUSION OF MEMBERS
A member may be suspended or excluded from Membership if it has either:
not respected or seriously breached the commitments and clauses of the Articles of association ;
acted against the objects or the interests of the ‘China Table Tennis College Europe’;
failed to settle its financial obligations towards the ‘China Table Tennis College Europe’ ;
The suspension and the exclusion of a member, including eventually the restriction of its rights, are of the exclusive authority of the General Meeting and require a two thirds (2/3) majority of issued votes of the members duly represented at the General Meeting. Blank or null votes are not considered as issued votes.
2.6 HONORARY MEMBERS
Upon the relating recommendation of the Board of Directors, the General Meeting may appoint as a Honorary Member any person that is providing special support for the development of the ‘China Table Tennis College Europe’ or has outstanding merits for the fulfillment of its goals.
CHAPTER 3: GENERAL MEETING
The General Meeting of the members, hereafter called the ‘General Meeting’ is the supreme body of the ‘China Table Tennis College Europe’.
The General Meeting has exclusive authority to decide on the following matters:
Amendment of Articles of association
Nomination and dismissal of the Board of Directors
Approval of the financial statements and budgets
Dissolving of the ‘China Table Tennis College Europe’
Admission of new members
Suspension of a member
Exclusion of a member
3.2 REPRESENTATION and VOTING
Each member has the right to be represented at a General Meeting by up to two representatives. In order to duly represent a member at a General Meeting, a representative
shall have a valid proxy from the member he is representing
shall participate in the General Meeting by joining it either physically or by video or telephone conference.
Unless otherwise stated in the Articles of the association, the representation of three quarter (3/4) of the members shall constitute the quorum for the General Meeting.
Each member has one voting right in the General Meeting.
Unless otherwise stated in the Articles of association, the General Meeting shall take its decisions and resolutions with the majority of the issued votes of the duly represented members. Blank or null votes are not considered as issued votes.
3.3 CONVENING, AGENDA and ORGANIZATION
An ordinary General Meeting shall be held annually between January and June.
An extraordinary General Meeting:
may be convened by decision of the Board of Directors
shall be convened at written request of at least three members
In any case, the convening request shall clearly specify the business for which the extraordinary General Meeting has to be convened as well as the items of business to be put on the agenda of that General Meeting.
An extraordinary General Meeting convened by the members shall be held latest within three months after the entry of the convening request.
Any proposition for the agenda of the Annual Ordinary General Meeting may be submitted either by a member or by the Board of Directors.
In order to be included in the agenda of the Annual Ordinary General Meeting, a written proposition shall be submitted at latest 1 month before the date of the General Meeting. A proposition submitted after this deadline may be admitted as a late entry to the agenda of the General Meeting only if so decided unanimously by the General Meeting.
Any General Meeting shall be held under the leadership of the Board of Directors on duty.
3.4 AMENDMENT OF THE ARTICLES OF ASSOCIATION
The Articles of Association may be amended exclusively by the General Meeting, provided:
the amendment of the Articles of Association has explicitly been included as an item of business in the official agenda of the General Meeting concerned, and
at least three quarter (3/4) of the members are duly represented at the General Meeting.
Any amendment of the Articles of association has to be decided unanimously by the General Meeting.
CHAPTER 4: BOARD OF DIRECTORS
The Board of Directors is the main executive body of the ‘China Table Tennis College Europe’.
The Board of Directors shall have a total of 13 directors, six of whom proposed by Party A members, another six proposed by Party B members, and one independent director.
Directors shall have a term of office of two years and are eligible for re-appointment without any limitation.
The Board of Directors shall have a Chairman appointed by Party A members, a Vice-Chairman appointed by Party B members and a Director for Finances appointed by Party B members.
The Board of Directors
shall take decisions on all current matters as well as on those matters concerning the ‘China Table Tennis College Europe’ which are not explicitly subject to the responsibility of the General Meeting;
shall manage the ‘China Table Tennis College Europe’, except for matters which are of the exclusive authority of the General Meeting ;
shall legally represent the ‘China Table Tennis College Europe’ in all juridical and extra-juridical matters ;
may delegate powers of authority to sub-executive bodies or officers ;
shall review the development plan and other important matters of the ‘China Table Tennis College Europe’ ;
shall set-up the financial statements and the budget of the ‘China Table Tennis College Europe’;
4.3 ORGANISATION and VOTING
The Board of Directors shall meet at least once a year. It is convened by the chairman or the vice-chairman.
The Board of Directors shall take its decisions with at least half of its members present at the meeting. Each Director has one voting right and decisions are taken at the majority of issued votes of Board members present. Blank or null votes are not considered as issued votes.
A Board member is present at a Board meeting either by his physical presence or by joining the meeting through video, telephone or e-mail conference.
CHAPTER 5: FINANCES
The Financial Accounts of the ‘China Table Tennis College Europe’ shall:
be set up according to the provisions of the Luxembourg laws;
be drawn up for a one year period, the accounting period starting with the 1st January of a year and ending with the 31st December of the same year;
comply with the requirements of appropriate and generally accepted European accounting standards;
be held in euro.
The Financial Statements (i.e. the ‘Balance Sheet’ and the ‘Income and Expenditure Accounts’) as well as the Budget of income and expenditure shall be approved by the General Meeting and may be approved by the General Meeting exclusively.
The Financial Statements shall be subject to an audit by a professional, independent and in Luxembourg legally recognized auditor. The auditor shall be appointed by the General Meeting for a term of two years; he is eligible for re-appointment without any limitation.
The Financial Statements shall be subject at least once per year to an internal audit by two financial experts. These experts shall be appointed by the General Meeting for a term of two years. They are eligible for re-appointment without any limitation.
The annual levy to be paid by each member is decided by the General Meeting and should not be higher than 100 euro.
CHAPTER 6: CONTRACTS
The ‘China Table Tennis College Europe’ is legally engaged by two common signatures of the Chairman, the Vice-Chairman, the Financial Director. It is recognized that the Chairman, the Vice-Chairman and the Financial Director can delegate their authority of signature to another Director or to a third person.
CHAPTER 7: DISSOLVING
The voluntary dissolving of the Association is of the exclusive authority of the General Meeting. In the case the Association is being dissolved, all remaining Assets and Properties shall become the property of the Luxembourg Government State.
CHAPTER 8: LANGUAGE
The official language of the ‘China Table Tennis College Europe’ is english.
CHAPTER 9: VARIOUS
Any issues not specified in the present Articles of association are governed by the provisions of the Luxembourg law of 21st April 1928 concerning the non-profit-making associations and the foundations.