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 is c/o the person serving as the chair of the Group at any given time.

The purpose of the Group is to foster and encourage the knowledge and understanding of modern management principles. Accordingly, the Group aims to contribute to the financial success, social progress and general improvement of Denmark’s standard of living.

 

2. Membership

Membership is open to executives active in commerce, industry and service trades, as well as executives in a profession, public administration, institutions, organisations, research and education. Furthermore, key executives who play an active role in the shaping of public opinion are eligible for membership.

An executive is defined as an individual who takes part in an undertaking’s executive, overarching decision-making process. In addition to members of executive boards and boards of directors, membership is open to functional executives in major undertakings.

Insofar as persons working in a profession – accountants, lawyers and corporate consultants – are concerned, they are required to be involved in the overarching decision-making process of the enterprise where they are engaged as a partner, shareholder, executive board member or director.

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.

a) Admission of new members:

New members are admitted as follows:

The VL Group is self-elective. Specific proposals for candidates to become new members are sent to the Group’s Chairmanship; alternatively the Group’s Chairmanship reviews the VL Secretariat’s list of prospective candidates.

If the Group’s Chairmanship determines that the proposed member is in conformity with the Group’s preferred profile for a new member, the Chairperson takes steps to have the membership proposal submitted to all members of the Group for discussion at the next meeting.

A proposed member cannot be granted membership if a justified objection is voiced during the discussion at the next meeting or directly to the Chairmanship before the meeting by one single member of the Group.

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

Final membership of the Group is contingent on registration and payment of the membership fee to the Society and the registration of this by the VL Secretariat.

A request for membership from members of other VL Groups (Danish or foreign), e.g. in conjunction with moving to the Group’s primary geographic hinterland, should receive positive preferential treatment but will be subject to the same rules concerning objection as specified above.

b) Resignation and expulsion:

Members may resign their membership of the Group and the Society by giving three months’ notice to take effect at the end of a financial year.

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.

Members who have not actively cancelled their participation in group meetings at three consecutive meetings shall be contacted by the Chairperson, and they may subsequently be expelled by the Group in the event that this conduct is repeated.

If a member is deleted from the list of members in the 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 Society does not exempt the member for meeting the fee payment obligation for the financial year in which the expulsion takes place.

In special situations, the Group’s Chairmanship, 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 of the Group’s members.

A member who withdraws from active service – and thus no longer meets the conditions for membership (actively exercising executive management) – 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-month periods or agree to the withdrawal of the member.

In conjunction with a member’s change of job, the member must 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 (active executive), the member must leave the Group within the next twelve months.

When a member reaches the age of 70 or above, the member must place his/her continued membership at the disposal of the Group once a year.

Members may apply to the Group’s Chairmanship 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 Society continues unchanged, but is limited to four years.

 

3. Meetings

The Group holds a minimum of eight 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, 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. The Chairmanship keeps statistics of attendance. The statistics are sent at least once a year to the members of the Group and to the VL Secretariat (see also the section concerning resignation and expulsion).

The meetings are usually held on [for instance: the first Friday in January, February, etc.].

An annual status meeting is to be held, and this meeting can be identical to an ordinary meeting. At the annual meeting, the Group must 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 evaluated.

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

 

4. Chairmanship

At the annual meeting, a Chairmanship, comprising one Chairperson and two or three group members (alternates), are elected to lead the Group for one year at a time. Re-election is possible. The Chairmanship is self-elective in the event that a member leaves the Group.

The Chairmanship manages contacts with the Society. The Chairmanship establishes its own rules of procedure.

 

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 signature of the Chairperson and one additional member of the Chairmanship.

 

6. Dissolution

Dissolution of the Group requires adoption by a two-thirds majority among all members.

Upon the dissolution of the Group, the Group’s assets are equally distributed among the members who have paid the membership fee for the membership year in question and who have not resigned or been expelled from the Group.