Statutes of Danish-American Business Forum

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The following Statutes with amendments were adopted at the Annual Meeting on April 24, 2006.
We particularly draw attention to Article 2, section 2 regarding resignation.

Article 1. Name, Objective and Registered Office

The name of the Association is the Danish-American Business Forum (“the Association”). The registered office of the Association is situated at Toldbodgade 39, 1253 København K. The mission of the Forum is to promote increased commercial relations between Denmark and the US, with special emphasis on Danish companies’ activities in the US.

Danish-American Business Forum is a network organization, facilitating exchange of information and contacts between companies and organizations promoting Danish commercial interests in the US. Danish-American Business Forum is built on active participation and exchange of knowledge between Danish managers from large and small companies. The mission of Danish-American Business Forum will be achieved through a variety of activities arranged by the Forum as well as through cooperation with other export promoting organizations.

Article 2. Membership
Section 1. Admission
Private individuals and institutions, including business corporations, associations, public organizations and ministries, may be admitted as members. New members can be admitted upon submitting a written application to the Danish-American Business Forum at the address shown above. Upon admission, members shall pay the membership fee due for the financial year in which they join the Association. Where warranted by special circumstances, and subject to the affirmative votes of two-thirds of the Board members, an application for admission may be denied. However, at the request of the party seeking admission, any such denial shall be reviewed at the next ordinary Annual Meeting. A retired or an expelled member is only eligible for readmission if any previous debt owed to the Association is settled. Members excluded from attending the Annual Meeting due to non-performance of their general duties, as members are only eligible for readmission subject to the proposal being adopted at the Annual Meeting by two-thirds of the members in
attendance.

Section 2. Resignation and Expulsion
Members may resign from the Danish-American Business Forum subject to three months’ prior notice in writing (latest 30 September), and the membership will then expire on December 31 of that calendar year. Members are required to perform all duties associated with membership. A member who does not meet these obligations may be expelled from the Association with a two-thirds vote of members present at the Annual Meeting. In addition, a member who does not submit annual dues in accordance with deadlines may be struck from membership and will still be liable for unpaid fees due during the financial year.

Section 3. Membership Fee
The membership fee shall be fixed at the Annual Meeting for each financial year, which coincides with the calendar year, and shall be paid to the Association by 31 March, at the latest. In special instances, and for not more than one financial year at a time, the Board may grant an exemption from payment of the membership fee to members who submit an application to this effect.

Section 4. Members’ Rights and Duties
Membership implies a duty to comply with the Statutes of the Association. Members are entitled to participate in the activities arranged by the Association. A member of Danish-American Business Forum must inform the secretariat if more than one representative from said company will attend meetings of Danish-American Business Forum. The secretariat can permit a maximum of five (5) representatives from any one member company. If a member requests additional representation at meetings a written application must be submitted to the board. The Board may invite any interested parties to the Association’s arrangements.

Article 3. Management of the Association
Section 1. The Board
The management of the Association shall be undertaken by a Board composed of not less than seven or more than fifteen members elected at the Annual Meeting for a term of one year. The Board shall have a permanent member from the Ministry of Foreign Affairs. Furthermore the Board will notify the American Embassy of its meetings and extend an invitation for the American Embassy to designate an observer to attend Board Meetings. The Chairman will always be elected among the business members. Members of the Board shall be eligible for reelection. If a Board member retires before the end of his or her term, an election to fill the vacant seat shall be held at the next Annual Meeting, unless the Board will be composed of less than seven members in the interim, in which case the Board shall be entitled to appoint a new Board member immediately to fill the vacant seat. The Board shall hold its first meeting immediately after the Annual Meeting and shall appoint a Chairman, and a Deputy Chairman. The Board shall safeguard the Association’s interests, both externally and internally. The Board is the catalyst of the Danish-American Business Forum. The duties of the Board are to accord prestige and visibility to the projects of the Danish American Business Forum, and to ensure that the Danish-American Business Forum gains the greatest possible concentration of knowledge and experience, as well as access to Danish/American business networks already established.

Section 2. Duties of the Board
The Board shall draw up its own rules of procedure. Board meetings shall be held when deemed appropriate by the Chairman, or when demanded by any two Board members. Board meetings shall be convened in writing, and the convening notice shall set out the agenda of the meeting. Minutes of the resolutions passed at the Board meetings shall be kept and signed by the Chairman or Deputy Chairman and the recording secretary. Resolutions shall be passed by the Board by a simple majority of votes, but the Board will only be considered to form a quorum when at least half the members are present. In the case of a tie, the Chairman or the acting Chairman shall have a second or deciding vote. Voting by proxy shall not be allowed.

Section 3. Partners and Employees
To the extent necessary, the Board may hire salaried staff (e.g. an Executive Director) and enter into agreements with one or more business corporations with a view to having such tasks performed as are decided upon by the Board to achieve the objects of the Association.

Article 4. Annual Meetings
Section 1. Supreme Authority
The members at the Annual Meeting shall have supreme authority in all association matters.

Section 2. Timing; Convening Meetings
Annual Meetings shall be held annually no later than on the last day of April. Extraordinary Meetings may be convened by the Board as and when deemed appropriate and shall be convened when at least ten members file a written request specifying the reason for convening an Extraordinary Meeting. In the latter case, such an Extraordinary Meeting shall be held no later than six weeks after such request has been filed with the Association. Annual Meetings shall be convened subject to three weeks’ notice inserted in the Association’s membership magazine or by separate letter or by e-mail sent to each member. The notice convening the Annual Meeting shall contain the agenda of the relevant Meeting and a copy of the financial statements of the Association.

Section 3. Right of Attendance
All members shall be entitled to attend Meetings if they have a valid membership certificate.

Section 4. Right to vote
All active members are entitled to vote at Annual Meetings.

Section 5. Proceedings
Annual Meetings shall be chaired by a Chairman elected by the members at the Meeting. The Board shall submit a report on the activities of the Association at the Annual Meeting. In addition, the financial statements for the preceding financial year shall be submitted, together with a resolution for their adoption, and members of the Board shall be elected, together with two accountants to audit the financial statements. One of the accountants shall be a Danish state-authorized public accountant. Prior to any adjustments of the membership fee, the board shall submit a proposal for the annual membership fee at the annual meeting. Any proposals from members to be put to vote at an Annual Meeting shall be submitted in writing to the Board not less than 14 days before the relevant Annual Meeting, unless they are included in the agenda circulated to members together with the convening notice. The Board shall circulate such proposals to members no later than seven days before the relevant Annual Meeting is held. Resolutions may only be adopted regarding proposals included in the agenda or filed at least 14 days before the relevant Annual Meeting as above. However, the foregoing provisions shall not apply if all members entitled to vote are in attendance and agree to adopt resolutions on other business. All resolutions put to vote of members at an Annual Meeting shall be subject to adoption by a simple majority, unless otherwise stipulated in these Statutes. When resolutions are put to vote, institutions, etc. and personal members shall have one vote each. A ballot shall be taken if any one of the members in attendance so requests. Voting may be effected by proxy; however, an instrument of proxy may only be issued to another member, and each member in attendance may only produce one instrument of proxy.

Article 5. Financial Statements and Assets
The financial year shall run from January 1, through December 31, which shall also be the period for which membership fees are collected. Prior to the Annual Meeting, the financial statements shall have been audited by two accountants, at least one of whom shall be a Danish state-authorized public accountant. The accountants elected by the members at the Annual Meeting shall from time to time be entitled to inspect the Association’s vouchers and cash balance, and shall point out to the Board any irregularities it may come across in this respect. The Executive Director shall collect all revenue of the Association and shall pay all bills that have been authorized for payment by the Board. The Executive Director shall keep a cash journal of all expenditures in a manner that reflects the financial position of the Association at all times, and he/she shall prepare the financial statements. Unless the members at the Annual Meeting decide otherwise, the Association’s assets – other than such funds as are necessary for paying current expenses – shall be invested according to the guidelines applicable to investment of the funds of minors and incapacitated persons.

Article 6. Binding Signatures and Liability
The Association shall be bound in all legal transactions by the joint signatures of the Chairman and any one member of the Board. However, in the case of the sale and mortgaging of real estate, the Association shall only be bound by the signatures of all members of the Board. The members of the Association shall not be subject to any personal liability for any commitments incumbent on the Association.

Article 7. Amendment of the Statutes
Resolutions to amend these Statutes, including in the case of amalgamation with other associations, are subject to adoption at the Annual Meeting by not less than two-thirds of the votes cast.

Article 8. Dissolution
Any resolution to dissolve the Association put to the vote of the members at the Annual Meeting is subject to adoption by a majority of two-thirds of all members. If less than two-thirds vote in favor of the resolution, the Board shall be entitled to convene a new Annual Meeting, at which reconvened Meeting a resolution to dissolve the Association may be adopted by a majority of two-thirds among the members in attendance.
Upon dissolution of the Association, its funds shall be applied for a purpose similar to those referred to in Article 1. The appropriate resolution shall be passed by the members at the Annual Meeting where a decision is made to dissolve the Association.

Article 9. Arbitration
Disputes regarding the interpretation or construction of these Statutes shall be decided by arbitration. The arbitration tribunal shall be composed of three members, with each party choosing an arbitrator, and a judge to be selected jointly by both parties. If the arbitrators fail to reach an agreement on the appointment of the judge, he/she shall be appointed by the President of the Danish Supreme Court. In addition, reference is made to Act No. 181 of May 24, 1972 on Arbitration.
The foregoing Statutes with amendments were adopted at the Annual Meeting on the 24th of April 2006.

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