Statutes

 

(Incl. amendments as at 15 September 1986, 15 March 1994, 6 October 1997, 28 October 2002, 28 November 2007 and as at 19 September 2013 for the Danish Management Society, established by a group of Danish executives on 3 May 1965).

 

Section 1 – Name and registered office

The name of the society is the Danish Management Society (“the Society”). The registered office of the Company is situated in the municipality of Gentofte.

 

Section 2 – Objects

The Society has been set up to foster and encourage the knowledge and understanding of modern management principles.

The Society’s main focus is to establish network groups aimed at mediating a regular exchange of experience between individuals from all sectors of Danish society who participate in making executive decisions in their respective organizations.

The Society strives to inspire the debate in the individual groups to encompass not only issues involving corporate management, but also societal issues related to management functions.

The Society has the special purpose of helping executives to acquire the greatest possible understanding of the content of the management function and its inherent duties and the ensuing special responsibility that executives hold as citizens of Danish society.

The Society participates in national and international organizations to the extent deemed desirable and communicates the experience gained and information obtained to its members and any other interested groups.

The Society does not carry on activities for profit, has no political objectives and does not represent the private interests of any member. The Society’s income and assets in their entirety shall be devoted to promoting the Society’s objects.

 

Section 3 – Membership

a. Admission of members / membership criteria

Membership is open to active executives in commerce, industry and service trades, the professions, public service, institutions, organizations, research and education. In addition, key executives playing an active role in the public opinion formation process are eligible for membership.

An executive is defined as a person taking part in a company’s top-level decision-making process. In addition to members of executive boards and boards of directors, membership is open to functional executives in major companies.

To qualify for membership, members of the professions – auditors, attorneys and company consultants – must be involved in the top-level decision-making process of the company in which he or she is engaged as a partner, shareholder, director or executive board member.

Generally, the admission criteria are the same for the Society and the Groups.

b. Establishing ’VL Groups’

Newly established ’VL Groups’ shall adopt the model statutes for ‘VL Groups’. The composition of membership is subject to the approval of the Society’s Governing Board.

After its establishment, each ‘VL Group’ is responsible for the admission of new members, who must comply with the membership criteria and the Society’s Statutes. The secretariat must be notified of any changes in the membership of the groups.

It is possible to be a member of the Society without simultaneously being a member of a ‘VL Group’. A request for admission to membership must be filed with the secretariat, which handles admission procedures in compliance with the membership criteria and the Society’s Statutes.

c. Resignation from membership

Members may resign their membership subject to three months’ notice to expire at the close of a financial year.

d. Membership fee

The membership fee will be determined by the general meeting for one year at a time.

e. Members in arrears

If the membership fee is not paid within two months after the fee invoice has been sent, the secretariat will commence a reminder procedure, and a reminder fee may be imposed. If the member still does not pay, the member will be struck from the membership list.

f. Expulsion

A member may be expelled when consideration for the objects of the Society and its reputation renders it necessary. A member may only be expelled if the appropriate resolution is adopted at a general meeting. The proposed resolution may be put forward by the Governing Board or by members filing a written reasoned request with the Governing Board, backed by the signatures of at least 10 members.

Before the resolution is submitted to the general meeting, the Governing Board must notify the person in question of the proposed resolution, whether in writing or through negotiations, together with the reasons for making such proposal, and request him/her to submit a written statement to the Governing Board regarding the matter.

Having done so, if the Governing Board then finds it necessary to submit the proposal to the general meeting for decision, a general meeting shall be convened without undue delay, subject to the ordinary term of notice, and a vote shall be taken on the proposed resolution at the general meeting in accordance with the ordinary rules of procedure.

The member in question shall be entitled to be present and take part in the proceedings and the voting.

 

Section 4 – General meetings

a. General provisions

The members at the general meeting shall be the Society’s supreme authority.

Each member has one vote at general meetings. All decisions, except resolutions regarding amendment of the Statutes and the dissolution of the Society, shall be made by an ordinary majority of votes.

The notice convening general meetings shall contain the agenda and be sent in writing to all members at least 14 days before the meeting. The convening notice shall be sent by regular mail or e-mail to all members at their address as recorded by the Society. The general meeting shall be chaired by a chairman of the meeting elected from among the members.

Thirty members or more present at a meeting or represented by proxy shall constitute a quorum for the transaction of business.

If a quorum is not present at any meeting, the meeting shall be adjourned and an extraordinary meeting shall be convened at the prescribed notice and held within a month. Such reconvened meeting shall be deemed duly constituted and quorate for all purposes.

A member who is prevented from attending a general meeting may appoint another member as proxy holder with powers to attend and vote on his behalf.

A member is entitled to represent no more than five non-attending members according to instruments of proxy.

b. Annual general meeting

The annual general meeting shall be held before the end of November. The agenda at the annual general meeting shall include the following items, as a minimum:

  1. 1. Election of a chairman of the meeting.
  2. 2. Presentation of the annual review by the Chairman of the Society.
  3. 3. The presentation of the financial statements provided with the auditor’s report together with a resolution for their adoption.
  4. 4. Presentation of the budget for the current financial year and determination of the membership fee.
  5. 5. Election of the Chairman of the Society and other members of the Governing Board.
  6. 6. Appointment of auditors.
  7. 7. Any other business.

Proposals desired by the members to be transacted at the annual general meeting shall be submitted in writing and reach the Secretariat sufficiently early to permit their inclusion in the agenda, which normally means 1 September.

c. Extraordinary general meetings

An extraordinary general meeting shall be held when the Chairman of the Society or a majority of Governing Board members deem it necessary, or when at least 30 members file a written request with the Governing Board to this effect. In response to such request, the Governing Board shall convene an extraordinary general meeting within three weeks. The convening notice shall be issued in accordance with the rules laid down in section 4a.

 

Section 5 – The Governing Board

The Governing Board shall be composed of the Chairman and not less than five nor more than 10 members as resolved by the members at the general meeting.

  1. 1. The Governing Board shall be composed of individuals of good character and good business reputation who show a pro-active interest in the activities of the ‘VL Groups’.
  2. 2. The Governing Board shall be composed of highly experienced executives representing a wide spectrum of private and public sector entities.
  3. 3. Efforts shall be made to obtain a diversity of representation on the Governing Board in terms of gender, age and geography.

The Chairman and Governing Board members are elected for a term of one or two years at a time. Members may be re-elected, but no Governing Board member and/or the Chairman may be a member of the Governing Board for a consecutive period of more than six years. If a seat becomes vacant, the Governing Board may fill such vacancy until the next general meeting where the election of members to the Governing Board is on the agenda.

The Governing Board appoints a Deputy Chairman from among its body and may appoint an executive committee of not less than three members. The Governing Board oversees the activities of the Society and may set up a secretariat to discharge the day-to-day business of the Society. Resolutions made by the Governing Board shall be adopted by a simple majority of votes. If the vote is tied, the Chairman of the Society shall have the casting vote. The Governing Board shall generally undertake representational duties vis-à-vis other national or international organizations, but may delegate such duties to one or more members or to the General Manager. The Governing Board may appoint the necessary committees to discharge any special assignments.

 

Section 6 – Liaison committee

A consultative liaison committee consisting of liaison officers representing the individual ‘VL Groups’ may be convened by the Governing Board as and when needed.

 

Section 7

The Governing Board members and the members of the liaison committee and other committees shall be unpaid. Extraordinary expenses in connection with their activities may be defrayed by the Society as directed by the Governing Board.

 

Section 8 – Financial statements and audit

The Society’s financial year shall run from 1 July to 30 June. The financial statements shall be ready for audit no later than 1 September. The financial statements shall be audited by two auditors elected at the annual general meeting. The audited financial statements shall then be submitted to the Governing Board for adoption and be signed by its members.

 

Section 9 ‑ Binding signatures

The Society shall be bound in legal transactions by the joint signatures of the Chairman or the Deputy Chairman and a member of the Governing Board. The Governing Board may grant special powers of attorney.

 

Section 10 – Amendments to the Statutes

Any proposals for amendments to the Statutes may be made by the Governing Board or by at least 30 members, who shall submit their proposal to the Governing Board. The proposal will be submitted at the next annual general meeting, unless the proposers request that consideration of the proposal be expedited. In that event, an extraordinary general meeting shall be convened within two months after the proposal is presented. The convening notice shall be submitted to members according to the rules laid down in Section 4 c, except as concerns the time limit. The adoption of such proposal is subject to the affirmative votes of at least two-thirds of the members represented at a general meeting at which a quorum is present. If the general meeting is inquorate, the proposal will lapse.

 

Section 11 – Dissolution of the Society

Any proposals to dissolve the Society shall be made pursuant to the rules laid down in Section 10. In order to be valid, any such proposal shall be adopted at a general meeting at which at least 50% of the members of the Society are present.

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