Articles of Association
DanBAN's Articles of Association (hereinafter referred to as “the association”)
1.1 The association's name is "Danish Business Angels".
1.2 The association's local branches use the secondary name “DanBAN” followed by their individual, local area e.g. ‘DanBAN Copenhagen’.
2.1 The association is domiciled in the Capital Region.
3.1 The purpose of the association is to facilitate investment companies in development, growth or in need of change and who need capital and knowledge. The purpose is also to create a strong, personal and professional network between the members and to promote the members' professional competencies. The association must help create the best possible framework conditions for the members and their investments.
3.2 The association is a non-profit association with a non-profit purpose in mind.
4. MEMBERSHIP RELATIONSHIP
Admission as a member
4.1 Active investors (business angels) may be admitted as members who have the capital resources required by the Board of Directors to invest in the companies mentioned in the first sentence of 3.1. In addition, companies or organisations that conduct business with the provision of advisory or financing services, or with development / innovation relevant to the members' activities (partners) can be admitted.
4.2 Admission presupposes that the Board of Directors has approved the admission by a minimum of 3/4 majority.
Withdrawal and exclusion
4.3 Withdrawal may take place at any time with immediate effect by written notice to the Board of Directors. Withdrawal during a year is not exempt from the obligation to pay a membership fee for the entire year in question. Upon resigning, the resigning member has no right to any share of the association's assets or to reimbursement of already paid dues or other amounts paid.
4.4 The Board of Directors may decide to exclude a member or partner if the member / partner does not fulfil the obligations incumbent on the member / partner. An example of this is the ethical rules in force in the association at any given time. An exclusion can be implemented if the member / partner acts at the discretion of the Board to the detriment of the association and / or if the member does not actively participate in the association. A minimum of 3/4 board members must vote in favour of the exclusion proposal. ikke deltager aktivt i foreningen, begge situationer forudsat af, at minimum 3/4 af bestyrelsesmedlemmerne stemmer for eksklusion forslaget.
4.5 The membership fee is determined at the association's annual general meeting. The contingent applies to the financial year in which the general meeting is held. Payment of the contingent is due upon demand. Registration after 1st July can, according to the Board of Directors' decision, be reduced to a contingent.
Rights and duties of members and parties
4.6 The members and parties are obliged to comply with the association's articles of association and ethical guidelines as well as participating actively in the fulfilment of the association's purpose statement.
4.7 The members are obliged to inform the Board of Directors of their investments in unlisted growth companies. The board is entitled to use such information to further the purpose of the association.
5. THE BOARD OF DIRECTORS
5.1 The board is responsible for the association's management. The board is responsible for coordinating the association's activities and member meetings as well as communicating on behalf of the association, both externally and internally.
5.2 The general meeting elects a minimum of three and a maximum of 8 members to the Board of Directors for one year at a time. The board consists of both members and partners. The majority of members of the board must be members of the association.
5.3 The Board of Directors constitutes itself at the next meeting after the general meeting with the chairman, deputy chairman and treasurer.
5.4 A meeting of the Board of Directors is held when the chairman deems it necessary or when at least half of the members of the Board of Directors so require. A minimum of 4 board meetings are held each year.
5.5 Notice of a meeting of the Board of Directors is given in writing by email stating the agenda.
5.6 The Board of Directors makes decisions by a simple majority and has a quorum when at least half of the members of the Board of Directors are present. In the event of a tie, the chairman's vote is decisive. Voting by proxy is not possible.
5.7 Minutes are taken at Board meetings. The minutes are circulated to the board members for comment and are considered approved if comments have not been circulated to the other board members within one week of the posting.
5.8 The Board of Directors is assisted by a secretariat. The secretariat function is solved according to the instructions of the board.
6. GENERAL MEETING
6.1 The supreme authority of the association is the general meeting.
6.2 The Annual General Meeting is held at least once a year in the first quarter of the year.
6.3 Extraordinary general meetings may be convened by the Board of Directors as required and must be convened when at least half of the Board of Directors or at least 10 of the members of the association make a request to this effect by stating the reasons.
6.4 Convening must be done with three weeks' notice by a separate letter, which can be electronic to the individual members. The notice must state which items are to be dealt with at the general meeting. If proposals for amendments to the articles of association are to be considered at the general meeting, the most important content of the proposal must be stated. Proposals, including a nomination to the Board of Directors, from the members who wish to be put to the vote in addition to the agenda sent out, must be submitted in writing to the Board of Directors no later than two weeks before the general meeting. The Board of Directors must send such proposals to the members no later than one week before the general meeting.
6.5 The general meeting is chaired by a chairman elected by the meeting.
6.6 At the general meeting, the following items must be included in the agenda:
- Election of conductor
- Reporting for the previous year
- Approval of accounts
- Approval of budget and quota setting
- Election of board members
6.7 Decisions of the general meeting are made by a simple majority.
6.8 All members entitled to attend and vote at the general meeting are all members. Partners are present but not entitled to vote. Each member has one vote. Voting is by proxy.
7. DRAWING RULE
7.1 The association is signed by the chairman of the board in association with another member of the board.
8. ACCOUNTING AND PROPERTY
8.1 The association's financial year follows the calendar year.
8.2 The treasurer is responsible for the association's financial matters, including accounting, banking matters and financial reporting. The treasurer may choose to have all or part of this carried out by an external partner, in consultation with the board. The association's assets may only include one or more bank accounts.
9. AMENDMENTS TO THE ARTICLES OF ASSOCIATION
9.1 To amend these articles of association, resolution is required at a general meeting with 2/3 of the votes cast.
10.1 The dissolution of the association requires the adoption of a general meeting with a 2/3 majority in relation to the total number of members at the time of the general meeting. If this majority is not achieved, the Board of Directors is entitled to convene a new general meeting, at which the resolution can be adopted by a 2/3 majority among the members present.
10.2 Upon dissolution of the association, any assets are distributed equally between those of the association's members who have paid dues in accordance with the most recent collection prior to the general meeting time and who are members at the latter time.
11.1 Disputes arising from these articles of association, which cannot be resolved amicably, must be resolved through mediation and otherwise at the City Court in Copenhagen.