Articles of Association for the Danish Export Association
Section 1. Name and Registered Office
The association’s name is Eksportforeningen in a Danish context and the Danish Export Association in an international context. The registered office of the association is Silkeborg.
Section 2. Objects
The objects of the association is to work to
- connect Danish companies with an interest in export, for the purpose of exchanging knowledge and experience about international sales through networks.
- assemble Danish companies for collaboration concerning export initiatives in connection with exhibitions, fact finding trips, conferences, contact meetings and the like.
- market the member companies through a common website and relevant media in Denmark and abroad.
- establish meeting activities where participants can exchange experiences regarding export work in an atmosphere that promotes personal contact between individual participants.
- maintain contact with foreign sister organisations where Danish export can be promoted.
- promote the importance and reputation of export work in Danish society.
- contribute towards ensuring employment in Denmark.
- provide administrative assistance to established groups and sections as well as others, as deemed by the executive committee.
- honour people and companies which have contributed exceptionally in accordance with the objects and activities of the Danish Export Association.
Members can establish sections and groups for the purpose of fulfilling the objects of the association, cf. Section 7.
The Danish Export Association abides by all applicable laws, including – but not limited to – the Competition Act.
Section 3. Membership
Danish companies with Danish CVR numbers and an interest in export or an interest in a section and/or group’s professional activity can be accepted as members of the association.
Registration takes place in writing to the association, which in case of doubt will submit the request to the executive committee.
The executive committee decides in relevant cases, after consulting with the respective section council or group management. The executive committee may grant an exception.
If there is no majority and if the applicant so wishes, the case can be referred for a final decision to the following general meeting, where simple majority will be required for acceptance.
The members are required to abide by the rules of the association and conform to its statutory objective, and they are entitled to form groups or sections, according to specified terms, which must be approved by the executive committee of the association.
Section 4. Discontinuation of Membership (udmeldelse)
Membership resignation shall be notified in writing to the association and can only take effect on 1 January or 1 July, with six months’ notice.
The executive committee can decide to exclude a member:
- when the conditions for membership of the association no longer apply, cf. Section 3.
- when the member has incurred arrears, cf. Section 4 and does not pay within 14 days of the submission of a claim for payment.
- when the member is considered to have been in breach of the rules of the association, counteracted its objective, or otherwise behaved in a disloyal manner, and when, as a consequence hereof, the executive committee or 1/3 of the members of the association submit a proposal for exclusion at a general meeting. Such a general meeting must be convened with at least 8 days’ notice, and this point must be expressly indicated in the summons.
Exclusion due to owed membership fees does not exempt the respective party from its duty to pay membership fees or other arrears for the financial year when exclusion or resignation of membership occurred.
In the event of resignation or exclusion, the member loses the right to vote at annual or extraordinary general meetings from the date of said resignation or exclusion.
In case of exclusion, the member loses the right to vote on the exclusion date, while in case of resignation, this right is void at the end of the resignation period, when the member is deleted from the list of members.
Section 5. Membership fee
Registration fee, the association’s membership fee and group or section fees shall be determined each financial year by the general meeting, with effect for the following financial year.
Section 6. The Management of the Association
The association shall be led by an executive committee, which shall be unpaid and consist of 6-8 members elected by the general meeting.
The executive committee members shall be elected for a 2-year period, organised so that half the executive committee is due for election each year. As much as possible, the executive committee should have a diverse composition, in terms of customer segments, competences, company forms and size, activity level, etc.
At least 3 persons shall be elected each year to the executive committee at the general meeting. The candidates shall be elected in accordance with the proportional number of submitted votes, such that the candidates receiving the most votes, second most votes, and so on are elected.
At the first meeting after the general meeting, the executive committee shall elect its officers, consisting of a chairman and vice-chairman, which shall simultaneously act as the chairman and vice-chairman of the entire association.
A chairmen’s council assists the executive committee and consists of the chairmen of the Danish Export Association's groups and sections, active at any given time, as well as the executive committee. The duty of the chairman’s council is to:
- promote information sharing and sparring between sections
- inform the executive committee of the development in the sections through direct meetings
- stay informed regarding the general development of the Danish Export Association
- participate in planning and execution of the association's long-term strategy
The chairmen's council meets 1-2 times per year. The meeting shall be convened with 4 weeks’ notice.
The executive committee shall hire a director to be in charge of the association’s day-to-day management.
The executive committee shall reach an agreement with the director regarding responsibility and powers, and it will grant the necessary authorisations.
The executive committee shall determine its own rules of procedure. An executive committee meeting shall be held when the chairman deems it necessary or when 2 executive committee members so demand. The summons shall take place in writing, 14 days prior to the meeting. The agenda shall be sent no later than 7 days before the meeting.
A summary of decisions taken at executive committee meetings shall be kept, and this shall be signed by the executive committee and the minutes keeper.
The executive committee shall make decisions by simple majority, but will only constitute a quorum when 4 executive committee members are present. In case of a deadlock, the chairman’s vote shall decide, or in his absence the vice-chairman's vote. Voting by proxy is not possible.
Section 7. The Organisation of the Sub-divisions of the Association
The association’s members can form sections or groups.
The sections are open to everyone in the same industry.
The groups are characterised by the rule that all the group members must consent to accepting a new member.
The sections are subject to the Danish Export Association’s articles of association, though in certain cases there may be reasons for individual sections to have their own articles of association.
The management of the sections
A section is led by a section council, which is elected by the members of the section. The only role of the section council is to provide advice in relation to the secretariat’s management of the section.
The council members shall be elected for a 2-year period, organised so that approx. half the executive committee is due for election each year. Re-election is possible, though no more than twice, resulting in a total period of 6 years.
If it should happen that suitable candidates are not available for the council, the 6-year period can be dispensed with following the unanimous agreement of the council.
Each member has one vote, and a member is defined as a company.
The section council then elects its officers, consisting of a chairman and vice-chairman.
The chairman is simultaneously ex-officio member of the Danish Export Association’s chairmen’s council, or in his absence, the vice-chairman.
Persons from relevant, external organisations can be offered a position as non-voting, commissioned members of the council.
The decision to dissolve sections shall be made by the executive committee, in consultation with management and the chairmen’s council.
Section 8. Authority and the Power to Bind the Association
The executive committee is the governing authority for all the association’s affairs, and it decides the extent to which the chairmen's council shall be heard in general matters.
The association shall be bound: By the director for its day-to-day operation. The extent of the director’s authority shall be determined by the executive committee, cf. Section 6. For other dealings, the association shall be bound:
- Jointly by the chairman and director
- Jointly by the chairman and an executive committee member
- Jointly by 2 executive committee members and the director
- Four executive committee members
For matters relating to groups or sections, the association shall be bound by:
- A group or section chairman acting jointly with the association's director/responsible adviser.
- 2 group or section chairmen acting jointly with the association's director/responsible adviser.
The liability of the association cannot exceed its assets.
Section 9. The Accounts
The financial year of the association is the calendar year. The accounts shall be checked and audited by a state-authorised public accountant. The accountant shall be elected for one year at a time.
Any group and section accounts shall also be included as an integrated part of the association’s accounts.
Section 10. The General Meeting
The general meeting is the supreme authority in all matters related to the association. The right to attend and the right to vote at the general meeting extends to all members of the association. However, a written proxy is required to be represented by a different member with the right to attend the meeting, who, apart from his own vote, may cast the votes of up to 5 members by proxy. Each member of the association has 1 vote per basic membership fee that the member pays to the association.
Each vote at the general meeting shall be determined by simple majority among those present. However, changes to the articles of association require a 2/3 majority among those present. Any member may request a written vote.
The summons to a general meeting must be sent with at least 14 days’ notice.
Section 11. Annual General Meeting
The association shall hold an annual general meeting, headed by a chairman of the meeting elected by the assembly. The chairman of the meeting conducts the general meeting and makes decisions regarding methods of negotiation and voting, and also ensures that minutes are kept.
The annual general meeting shall be held each year before the end of May, with the following agenda:
- Election of the chairman of the meeting.
- The executive committee’s report by the chairman.
- Presentation and approval of the audited annual report.
- Determination of membership fees, enrolment fees and group and section fees for the coming year.
- Processing submitted proposals.
- Election of members to the executive committee.
- Election of accountant.
- Any other business.
Section 12. Extraordinary General Meeting
The extraordinary general meeting shall be convened by the executive committee when it deems this necessary, or if at least 1/3 of the association’s members submit such a request accompanied by the matters that should be addressed. In the latter case, it is possible to demand that the extraordinary general meeting is held as soon as possible and no later than 14 days after the written request has been received by the executive committee. Voting shall be determined by simple majority, unless this involves amendments to the articles of association. cf. Section 10. The meeting summons must be accompanied by the agenda for the general meeting.
Section 13. Dissolution
The decision for the dissolution of the association must be made by two general meetings at least 4 weeks apart and requires a 3/4 voting majority. A decision for dissolution can only be valid if the general meeting has previously reached a decision on how to use the assets of the Danish Export Association and has approved a plan for the fulfilment or settlement of the association’s financial liabilities. Furthermore, necessary assurance must be in place that the liquidation plan can be implemented. The most recently elected executive committee shall act as the decision-making and responsible liquidation committee.
Adopted at the Danish Export Association’s general meeting on 24 May 2012
- Revised 28 May 2013
- Revised 19 May 2014
- Revised 29 May 2015
- Revised 25 May 2016
- Revised 17 May 2017