DanBANs Article of Association

(Referred to as “the Association”)

1. Name

1.1 The name of the association is “Danish Business Angels”.

1.2 The local branches of the association use the bin name “DanBAN” followed by their individual, local area (for example “DanBAN Copenhagen”).

2. Registered office

2.1 The association is based in the Capital Region of Denmark.

3. Purpose

3.1 The purpose of the association is to facilitate investment companies in development, growth or in need of change and in need of capital and knowledge. The purpose is also to create a strong, personal and professional network between the members as well as to promote the professional competences of the members. The association must contribute to creating the best possible framework conditions for members and their investments.

3.2 The association is a non-profit association with a non-profit purpose.

4. Member conditions

Admission

4.1 Active members (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 3.1 first sentence. In addition, companies or organizations operating in the provision of consulting or financing services may be included or with development / innovation relevant to the activities of its members (partners).

4.2 Admission assumes that the Board of Directors has approved the admission with a minimum 3/4 majority.

Cancellation and Exclusion

4.3 Cancellation can be made at any time with immediate effect by written notification to the Board of Directors. Cancellation during one year does not exempt the obligation to pay the quota for the whole year. At the time of withdrawal, the withdrawing member has no right to any share of the association’s assets or to reimbursement of already paid quota or other paid-up amounts.

4.4 The Board of Directors may decide to exclude a member or partner if the member / partner does not fulfill the obligations of the member / partner. An example of this is the ethical rules in force at the time. An exclusion can be made if, in the opinion of the Board of Directors, the member / partner acts to the detriment of the association and / or if the member does not actively participate in the association, both situations provided that at least 3/4 of the board members vote for the exclusion proposal.

Subscription

4.5 The membership fee is determined at the association’s annual general meeting. The quota is valid for the financial year in which the general meeting is held. Payment of the quota is due on demand. Enrollment after July 1 may, following a decision by the Board of Directors, be made to a reduced quota.

Rights and duties of members and parties

4.6 Members and parties are required to abide by the association’s statutes and ethical guidelines and to participate actively in the fulfillment of the association’s mission.

4.7 Members are required to inform the Board of Directors of its investments in unlisted growth companies. The Board of Directors is entitled to use such information to further the purpose of the association.

5. The board 

5.1 The Board of Directors is in charge of the association’s management. The Board of Directors is responsible for the coordination of the association’s activities and member meetings, as well as the communication on behalf of the association both externally and internally.

5.2 The general meeting elects at least three and a maximum of eight members to the board for one year at a time. The board consists of both members and partners. A majority of the members of the board must be members of the association. Re-election can take place.

5.3 The board constitutes itself at the next meeting after the General Meeting with the Chairman, Vice Chairman and Treasurer.

5.4 A meeting of the board is held when the Chairman deems it necessary or when at least half of the members of the board require it. A minimum of 4 board meetings are held each year.

5.5 Notice of meeting of the board takes place in writing by mail stating the agenda.

5.6 The board of Directors decides by a simple majority and is quorum when at least half of the board members are present. In the case of voting, the chairman’s vote is decisive. A proxy cannot be voted on.

5.7 Minutes of board meetings are prepared. The minutes are circulated to the members of the board for comment and are considered approved if comments are not circulated to the other members of the Board within 1 week of the posting.

5.8 The board is assisted by a secretariat. The secretariat function is resolved according to the instructions of the board.

6. General Assembly

6.1 The Association’s supreme authority is the General Assembly.

6.2 The Annual General Meeting is held at least once a year in the first quarter of the year.

6.3 The Extraordinary General Meeting may be convened by the board as required and shall be convened when at least half of the members of the board or at least 10 of the members of the association make a request for this, stating the reason.

6.4 Notice must be given at 3 weeks’ notice by separate letter, which can be electronic to the individual members. The notice shall specify the matters to be discussed at the general meeting. If proposals for amendments to the articles of association are to be considered at the general meeting, the main content of the proposal must be stated. Proposals, including appointments to the Board of Directors, from the members who wish to be voted on in addition to the agenda, must be submitted in writing to the Board of Directors no later than 2 weeks before the general meeting. The Board of Directors must send such proposals to the members no later than 1 week before the general meeting.

6.5 The general meeting is chaired by a chairman who is elected by the assembly.

6.6 The following items should be included in the agenda at the Annual General Meeting:

    • Choice of conductor
    • Presentation of report for the previous year
    • Approval of accounts

    • Budget approval and quota fixing

    • Election of board members

    • Optionally

6.7 The decisions of the general meeting are made by a simple majority.

6.8 The right to attend and vote at the general meeting are all members. Partners are meeting but not voting. Each member has one vote. Voting can be done by proxy.

7. Rules

7.1 The association is signed by the Chairman of the Board in association with another member of the Board.

8. Accounting and wealth

8.1 The association’s financial year follows the calendar year.

8.2 The treasurer is responsible for the association’s financial affairs, including accounting, banking matters and financial reporting. The cashier may choose to have all or part of this done by an external partner, in consultation with the board. The assets of the association may include only one or more bank accounts.

9. Amendments

9.1 To amend these articles of association, a resolution is required at a general meeting with 2/3 of the votes cast.

10. Resolution

10.1 Resolution of the association requires the adoption of a general meeting by a majority of 2/3 in relation to the total number of members at the general meeting at the time. 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 of the members present.

10.2 At the dissolution of the association, any assets are distributed equally among the members of the association who have paid the quota in accordance with the most recent collection prior to the date of the general meeting and who are members at the latter time.

11. Disputes

11.1 Disputes arising from these statutes and which cannot be resolved amicably must be resolved through mediation and otherwise by the Copenhagen City Court.

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Appoved at the Annual General Meeting on 31 January 2018.