ARTICLES OF ASSOCIATION
DANISH BIO – DANSK BIOTEK
(CVR no. 28 43 65 72)
§ 1 Name
The name of the Association is DANISH BIO – DANSK BIOTEK – with the alias Foreningen af Bioteknologiske Industrier i Danmark.
§ 2 Object
The object of the Association is to promote the conditions for biotechnological research, development and production in Denmark and safeguard the companies’ common interests regarding this nationally and internationally.
§ 3 Membership
Private companies in Denmark, who research, develop or produce pharmaceutical products or other products based substantially on biotechnology (biotech companies) or their parent companies may be admitted as regular members.
Furthermore, investment funds that actively own biotech companies may be admitted as regular members.
Private companies and organisations that offer substantial advice or in other ways support biotech companies may be admitted as associated members.
Organisations which manage the interest of the companies and organisations who are a member of this Association, or who manages the interests of the biotechnological industry in general on a political level, may be admitted as public members.
Small entities, with up to 3 employees, who in a substantial manner advice, support or is otherwise professionally engaged in biotechnology, may be admitted as small entity members.
Organisations and companies, being eligible under the other membership categories, but having a foreign domicile, may be admitted as members with foreign domicile.
Application for membership shall be presented to the Board for approval.
§ 4 Resignation
A member may resign from the Association by written notice with a notice period of at least six months.
§ General Meeting
The General Meeting is the upper authority of the Association.
The Annual General Meeting shall be held before the end of May each year.
The announcement of the Annual General Meeting is initiated by the Chairman by ordinary mail or e-mail at least 14 days in advance of the Annual General Meeting including the agenda.
Each regular member of the Association has one vote at the General Meeting.
§ 6 Agenda
The agenda for the Annual General Meeting includes as a minimum the following items:
a) Chairman’s Statement
b) Approval of financial result
c) Determination of membership fee for the following calendar year.
d) Election of Chairman
e) Election of Members of the Board
f) Election of an Auditor
g) Discussion of proposals
h) AOB.
Proposals from members to be discussed at the General Meeting shall be submitted to the Chairman at least 30 days in advance of the Annual General Meeting to be distributed with the announcement.
§ 7 Extraordinary General Meeting
An Extraordinary General Meeting is announced by the Chairman, initiated by the Board or upon request from at least three members. Announcement of an extraordinary general meeting shall take place at least 8 days in advance of the meeting and include the agenda.
Resumées from the general meetings shall be distributed to the members.
§ 8 The Board
The Board and the Chairman are elected for a two year period and may be re-elected.
The Board consists of 4 – 8 members, representing regular members. One or more observers may be attached to the Board.
None of the Board Members, incl. the Chairman, may represent the same Company or company related businesses.
§ 9 Management and Representation
The Association is managed and represented by the Board.
The Board organises the work and the mailing of material to the members, and initiates meetings for the members to an extent considered necessary.
The Board may attach a secretary function to the Association.
The Board may appoint a managing director to oversee the daily management of the Association.
§ 10 Accounts
The Financial year follows the annual calendar.
§ 11 The Provisions Regulating the Power
The Association is bound by the Chairman together with one member of the Board or the entire Board or by the managing director together with the Chairman or with one member of the Board. The Board, individual Board members or the secretary may be assigned power of procuration.
§ 12 Language
The Association’s language is English.
All written communication and announcements are prepared in English.
Board Meetings and General Meetings are held in English unless otherwise is specifically decided by simple majority of votes at the invitation of the Board at the beginning of the meeting in question.
Annual reports are prepared in English.
In case of any discrepancies between the Danish and English versions of the Articles of Association, the English version shall prevail.
§ 13 Termination, Exclusion and Amendment of the Articles of Association
For termination of the Association, exclusion of a member as well as amendments of the articles of association a majority of 3/4th of the members of the Association is mandatory.
If the General Meeting in such matters isn’t competent to transact business, the Chairman may call for an Extraordinary General Meeting.
At the Extraordinary General Meeting the items, handled already may be adopted by 3/4th of the votes given at the Extraordinary General Meeting.
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Approved at the Extraordinary General Meeting, 28 May 2024