Model Statutes

 

Recommended statutes for a “VL Group” under the Danish Management Society (the “Society”):

 

1. Name, domicile and object

The name of the Group is VL [number] and the Group’s postal address will be c/o the chairperson of the Group’s executive committee at any time.

The purpose of the Danish Management Society is based on the objects clause articulated for the founding of the Society on 8 April 1965:

The purpose of the Society is to promote modern, accountable leadership and management by means of sharing knowledge and engaging in dialogue and, in so doing, contribute to sustainable, financial progress and the general improvement of the standard of living in Denmark and the world in which we live.

The Society conducts its activities primarily through VL groups which meet at regular intervals to share experiences, knowledge and ideas across industries and sectors of Danish society – preferably with an international perspective.

The VL groups provide an informal, confidential venue for conversations, presentations and experiences capable of inspiring and enhancing the individual members’ personal leadership skills. The Society endeavours to motivate the dialogue within the individual VL groups not only to deal with leadership, but also with common societal issues and the roles of executives relating to this.

 

2. The Executive Committee and the Recruitment and Event Committee

At the annual meeting of the group, an executive committee and a recruitment and event committee are elected to serve for two (2) years at a time, which will ensure the greatest possible involvement of the Group’s members. Re-election is possible.

The chairperson of the executive committee manages contacts with the Danish Management Society (VL). The executive committee establishes its own rules of procedure.

 

3. Membership

Membership is by invitation only. Membership is a privilege per se, which places an obligation on the individual member to create value for his/her VL Group and assist in fulfilling the purpose of the Society.

Individuals eligible for membership are corporate managers at executive level within all industries and sectors, as well as managers in the public sector, the professions, institutions, organisations, and the fields of research and education. In addition to members of executive boards and boards of directors, membership is open to heads of divisions in major undertakings.

In addition to active corporate managers, the VL Groups may admit other inspiring, agenda-setting societal players who, for a variety of reasons, may have something to contribute to qualify and develop the content of the network’s activities.

Insofar as the professions (accountants, lawyers, corporate consultants, etc.) are concerned, the membership of these individuals is contingent on their involvement in executive decision-making processes within the undertaking in which they serve, i.e., as senior partners, shareholders, board members or directors.

All members of a VL Group must be a member of the Society.

It shall be endeavoured that the Group has a minimum of [30–40] members at any time.

 

a) Membership:

As mentioned, new members are admitted by invitation, which takes place as follows:

The VL Group is self-elective. Specifically proposed candidates as new members are to be sent to the group’s recruitment committee; alternatively, the committee reviews the VL Society’s list of prospective candidates. New candidates who meet the criteria specified above for the list of prospective members may be submitted to the Society at info@vl.dk, which will engage in clarifying dialogue and manage the set-up.

If the Group’s recruitment committee ascertains that the proposed candidate meets the Group’s preferred new-member profile, the committee ensures that the details about the proposed candidate are sent to all members of the Group.

A proposed candidate can be rejected if a justified oral or written objection is put forth by just one (1) member of the Group.

If no objection to the proposed candidate is presented, the individual concerned is to be admitted as a member of the Group and will be invited to participate starting with and including the next meeting.

Final admission to the Group is contingent on the chairperson setting up the member on the VL intranet and on the payment of membership dues being received by the Danish Management Society (VL).

Membership requests from members of other VL groups (Danish or foreign), e.g., in conjunction with relocating to the group’s primary geographic hinterland, should receive positive preferential treatment but will be subject to the same objection rules specified above.

 

b) Resignation and expulsion:

Members may resign their membership of the Group and the Danish Management Society by giving three (3) months’ written notice of this to the Group’s chairperson to take effect at the end of a financial year. In other words, no later than per 31 March.

Members whose attendance has been less than 50% during the VL season, which starts on 1 July and ends on 30 June, shall place their membership at the Group’s disposal at the first meeting of the year after the summer, after which the Group can consider the terms on which the membership may continue.

Any member who does not actively cancel his/her participation in three (3) consecutive group meetings shall be contacted by the Chairperson, and he/she may subsequently be expelled by the Group if this conduct is repeated.

If a member is deleted from the list of members in Danish Management Society, the member will automatically be expelled from the Group. Expulsion due to failure to pay the membership fee and/or deletion as a member of the Danish Management Society does not release the member from the obligation to pay the membership fee for the financial year in which the expulsion takes place.

In special situations, the Group’s Executive Committee, as, well as any member of the Group, may propose that a member be expelled. The adoption of the expulsion of a member requires the consent of at least two-thirds (2/3) of the Group’s members.

A member who withdraws from active service – and thus no longer meets the conditions for membership – shall, after a maximum of twenty-four (24) months, place his/her membership at the disposal of the Group at the next meeting. At this meeting, the Group may decide to extend the period by twelve (12) month periods or agree to the withdrawal of the member.

In conjunction with a member’s change of job, the member shall notify the Group and place his/her continued membership at the disposal of the Group. This is done to ensure that the composition of the Group is optimised at all times. Furthermore, if the member’s changed job situation no longer fits in with the predetermined composition of the Group, or if the member no longer meets the conditions for membership, the member shall leave the Group within the next twelve (12) months.

Members may apply to the Group’s Executive Committee for a leave of absence from the Group, e.g., in conjunction with being seconded abroad or other unusual circumstances. During the leave of absence, the member continues to be a passive member of the Group, whereas his/her membership of the Danish Management Society (VL) continues unchanged, but is limited to four (4) years.

 

4. Meetings

The Group holds a minimum of eight (8) meetings a year, one of which is an annual meeting. The meetings are to be held either on a rotating basis at the homes of individual members, online, or at an external location, if so required by the purpose of the meeting. For meetings held at the homes of individual members, the host or his/her company usually defrays the costs relating to the holding of a meeting.

Attendance at meetings is compulsory, and the VL intranet generates meeting statistics for use by the Group and the VL Society (see also the section concerning resignation and expulsion).

An annual status meeting is to be held, and this meeting may coincide with an ordinary meeting. At the annual meeting, the Group shall conduct a self-evaluation where topics such as meeting activities over the year, the Group’s current composition, wishes for future profiles of new members, fulfilment of the statutes/model statutes, etc., are to be evaluated.

The members shall observe professional secrecy vis-à-vis third parties concerning the topics discussed at meetings. No minutes are kept of the proceedings.

 

5. Signature and liability

The Group is a voluntary association. The members of the Group cannot be held personally liable for the Group’s obligations.

The Group is represented and bound by the signatures of the Chairperson and one (1) additional member of the Executive Committee.

 

6. Dissolution

Dissolution of the Group requires adoption by a two-thirds (2/3) majority among all members.

Upon the dissolution of the Group, the Group’s assets are to be equally distributed among the members who have paid the membership fee for membership year in question and who have not resigned nor been expelled from the Group.

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