Articles of Association for Active Owners Denmark
Active Owners Denmark has its registered office in the City of Copenhagen in Denmark.
The Danish name of the association is: Brancheforeningen for Aktive Ejere i Danmark.
The international name of the association is: Active Owners Denmark.
The name of the association is abbreviated: Aktive Ejere.
Active Owners Denmark has as its objective to promote the interests of its’ members in relation to their activities within direct and active investments.
Active Owners Denmark has as its mission to facilitate active ownership in a competitive environment by:
– increasing awareness of the work of active investors and their contribution to the economy;
– seeking to provide competitive framework conditions for the industry, making it easier to attract capital, to invest and to exercise active ownership; and
– offering activities that encourage the creation of networks, cooperation and knowledge sharing in the industry.
Active Owners Denmark is independent of private interests that are not related to its object or mission.
The association’s activities are carried on through the general assembly, the board of directors, the executive committee and a secretariat.
Applications for membership must be made to the secretariat, which also decides on the admission of new members, if applicable in consultation with the board of directors. There are seven types of membership in Active Owners Denmark:
– Business angels.
– Venture equity funds.
– Alternative investment funds investing in equity funds, etc. (fund-of-funds).
– Equity funds and similar alternative investment funds.
– Pension funds (as far as their activities with direct investments are concerned).
– Private investment firms, including Family Offices.
– Associated members.
An associated member is a business with close affiliation to the association’s object and mission.
If a potential new member cannot be placed in any of the five membership categories due to the nature of its business, the board of directors must categorise the member to the best of its judgment.
Members pay a membership fee, which is determined by the general assembly.
A member may resign from the association at any time. A member who do not pay the membership fee, or who cannot be placed in any of the categories in Article 5 must resign from the association.
Resignation from the association must be submitted in writing to the secretariat before the end of June and will then take financial effect from the end of the calendar year.
Resigning members are not entitled to repayment of membership fee.
If a member suspends its payments, enters into bankruptcy, files for suspension of payments, initiates negotiations for a public or private composition or enters into liquidation, this will be deemed a termination of the membership.
A member who harms the association or its interests, or who do not meet the association’s ethical guidelines or Active Owners Denmark’s guidelines on responsible ownership, good corporate governance in equity funds in Denmark or Active Owners Denmark’s tax code, or who do not pay the membership fee may be expelled from the association by the board of directors.
However, the expelled member may request to have the expulsion decision verified at the next general assembly, where it must be affirmed by a majority of two-thirds of the votes present. Otherwise, the expulsion will not be effective.
In the period until the general assembly, the expulsion will be deemed effective. The expulsion will be considered under the agenda item “Proposals by the board of directors/the members”.
The board of director’s expulsion decision will be communicated to the relevant member as soon as possible and will take effect upon receipt.
A member wishing to have an expulsion decision verified at the next general assembly must give the secretariat notice to such effect within three weeks of receipt of the notice of expulsion.
The annual general assembly will be held once a year.
Annual general assemblies must be convened at 4 weeks’ notice on Active Owners Denmark’s website and by email, specifying the agenda of the assembly and any proposals by the board of directors. Each member must ensure that the secretariat is at all times in possession of the member’s correct email address.
The financial statements must be made available on the Active Owners Denmark’s website or upon request at least 14 days before the annual general assembly.
Members wishing to have proposals included on the agenda for the general assembly must send an email to Active Owners Denmark’s secretariat no later than 14 days before the date of the general assembly.
Active Owners Denmark must publish all proposals received on its website and circulate them by email to its members no later than 7 days before the date of the general assembly.
The agenda of the annual general assembly must include the following items:
– Election of chairman of the assembly.
– Report by the board of directors on the activities of Active Owners Denmark.
– Presentation and adoption of the financial statements.
– Election of members to the board of directors.
– Election of auditor.
– Establishing the membership fee.
– Proposals by the board of directors/members.
– Any other business.
The general assembly elects, by a simple majority, a chairman to preside over the general assembly and to ensure that the meeting is held in an orderly and proper manner. The chairman of the assembly decides all matters relating to the transaction of business and voting.
The general assembly has supreme authority in all affairs of Active Owners Denmark.
All members have a right to attend and vote at the general assembly subject to the restrictions in Article 14 and Article 15.
The general assembly forms a quorum when at least one-sixth of the votes of members of Active Owners Denmark are present or represented by proxy.
General assembly resolutions are passed by a simple majority of votes, unless otherwise provided in these Articles of Association.
In the event of an equality of votes, the proposal will be deemed rejected.
If the general meeting is not quorate because the required number of votes are not represented at the general assembly, the board of directors must convene a new general assembly within three weeks.
The new general assembly will be quorate regardless of the number of members present or represented.
If a member has resigned or been expelled before the general assembly, such a member will not count when determining whether the general assembly is quorate.
Voting must be by ballot if requested by just one of the members present.
Votes may be cast by proxy. However, members may only appoint another member or the board of directors as their proxy. A participating member may only act as proxy for up to three other members. The board of directors are not limited in the number of members for whom they can act as proxy. Proxies must be appointed in writing.
Members of the board of directors of Active Owners Denmark are, in the event of an equality of votes, elected by drawing lots.
The number of votes held by each member at general meetings will reflect the membership fee paid by such member, rounded to the next whole number in thousands.
Members who have resigned and or been expelled (counting from the date when the resignation or expulsion is received by Active Owners Denmark) have no right to vote at the general assembly.
An extraordinary general assembly is convened by the board of directors when deemed necessary and when requested by email by at least three board members or one-fourth of the total number of votes.
An extraordinary general assembly is subject to the provisions in Article 9 and Articles 11-15, unless otherwise stated.
Active Owners Denmark is managed by a board of directors consisting of 10-14 members who are elected by the general assembly. The members of the board of directors are up for re-election every year. Existing members are eligible for re-election.
The board of directors elects the chairman right after the annual general assembly.
Members of the senior management of member companies are eligible for election. The office is personal and cannot be delegated by authority.
If a member of the board of directors starts working in another member company while also being member of that company’s senior management, such board member will meet the eligibility criteria and may continue serving on the board of directors.
If a member of the board of directors no longer meets the eligibility criteria, it must be decided, by a simple majority of votes, at the next board meeting in the board of directors whether such member may still serve on the board of of directors.
If the chairman no longer meets the eligibility criteria, a meeting in the board of directors must right away be convened to decide, by a simple majority, whether the chairman should still serve as chairman of the board of directors.
If it is decided that the chairman should not continue as chairman, the chairman must resign, and a new chairman will be elected by a simple majority. It will be separately decided, by a simple majority, whether the resigning chairman may continue as ordinary member of the board of directors.
The board of directors may engage third parties to assist it in its work, including the auditor of the association. However, such third parties have no influence on the voting of the board of directors.
The board of directors may elect, from among its members, an executive committee consisting of the chairman and up to three members.
The executive committee must assist the board of directors in its day-to-day work and prepare future board meetings, including express an opinion on the association’s behalf in relation to issues that affect the association and its members.
The board of directors appoints a secretariat to be responsible for day-to-day operations of the association.
If a member of the board of directors resigns prematurely, a by-election must be held at the next general assembly, unless the number of board members is less than 3 following the resignation. In that case, the board of directors will have power to co-opt.
The board of directors adopts its own rules of procedure.
Meetings of the board of directors must be held when deemed necessary by the chairman or when requested by at least one-third of the board members.
Board meetings must be convened at 7 days’ notice by email, specifying the agenda. Each member of the board of directors must ensure that Active Owners Denmark is at all times in possession of the member’s correct email address.
Minutes are taken of all resolutions by the board of directors and are approved at the next board meeting.
All resolutions by the board of directors are passed by a simple majority. The board of directors will always be quorate regardless of the number of members present. In the event of an equality of votes, the chairman has the deciding vote. Votes may be cast by proxy.
The board of directors of Active Owners Denmark must find qualified candidates for the board among members of the association.
The financial and membership fee year of Active Owners Denmark is the calendar year. Before the annual general assembly, the financial statements must be audited by the auditor elected at the general assembly of Active Owners Denmark.
The secretariat collects the income of Active Owners Denmark and pays its bills as part of the general day-to-day operations of Active Owners Denmark. The secretariat keeps a cash book of all income and expenses and prepares the financial statements.
The association is bound by the joint signatures of the chairman and a member of the board of directors. The board of directors may delegate these signing powers to the management of the secretariat.
Members of Active Owners Denmark are not personally liable for any obligations of Active Owners Denmark and are not entitled raise any claim against the assets of Active Owners Denmark.
These Articles of Association may be amended by a general assembly resolution passed by two-thirds of the votes present.
The association may be dissolved by a general assembly resolution passed by all eligible votes in the association with a majority of nine-tenths. If this majority is not obtained, the board of directors may convene a new general assembly at which the resolution on the dissolution may be passed by the votes present with a majority of nine-tenths. Notwithstanding the majority requirement in Article 23, the 1st and 2nd sentences above may be amended only by the same majority as is required to dissolve the association.
If it is resolved at a general assembly to dissolve the association, the board of directors will cease to act as such, and the general assembly will set up a committee to close down all activities. On dissolution of Active Owners Denmark, the association’s assets will be transferred to one or more trusts already established which support the creation of a competitive active ownership environment in Denmark.
If such trust has not been established, the association’s assets will be distributed as resolved by the general assembly.
Investing members will disclose information about their investments, exits, capital contributions etc. to Active Owners Denmark to allow the association to prepare informative material, including statistics, to its members and for use in the association’s work.
Active Owners Denmark will treat information received from its members confidentially and will only publish summaries of such information.
Any dispute or disagreement arising directly or indirectly out of these Articles of Association or their interpretation is to be settled finally and with binding effect by arbitration in accordance with the Rules of Arbitration Procedure of the Danish Institute of Arbitration.
If the arbitration tribunal only has one member, such member must be appointed by the Institute in accordance with the above rules.
These Articles of Association were adopted by the founders on March 10th, 2000.
The Articles of Association were most recently amended at the general assembly on June 15th, 2021.
For information on Active Owners Denmark’s other internal rules, i.e. ethical guidelines and guidelines for responsible ownership and good corporate governance in private equity funds, please contact Jonathan SH. Nielsen, COO, e-mail: email@example.com, phone: +45 2284 1989.