(1) The name of the Association is “Brancheforeningen for private referencenet i Danmark” (Referencenetforeningen) (the Association of Private Reference Networks in Denmark).
2. The objects of the Association
(1) The object of the Association is to improve Danish and international framework conditions for privately-owned satellite-based (GNSS) reference networks in Denmark (including GNSS RTC services).
(2) A second object is to create visibility of and profile the sector, its member companies and products, both internally and externally.
(1) Any privately owned company or an association owning or managing privately-owned reference networks in Denmark may become a member of the Association.
(2) Members must observe the Bylaws, may not work against the objects and interests of the Association or in any other way come into conflict with any interest which the Board and/or the general meeting of the Association decides to focus on.
(3) Applications for membership of the Association must be directed to the Chairman of the Board.
(4) Each member must appoint an employee who will with binding effect represent the company in the Association. New appointments must be made in writing and submitted to the Board.
(5) Members agree to observe the guidelines contained in the Information activities in trade associations (Informationsaktiviteter i brancheforeninger) issued by the Danish Competition and Consumer Authority.
4. Membership fee
(1) An annual membership fee is payable for the realisation of the objects of the Association. The amount of the membership fee is decided by the general meeting at the annual general meeting subject to the recommendation of the Board.
(2) New members must pay the annual membership fee irrespective of the date of admission.
(3) The membership fee covers the period 1 January to 31 December in any year.
(4) Demand for payment of the annual membership fee will be issued every year in the beginning of January with latest payment date in mid-January of the same year. Any change in the membership fee decided at the general meeting same year will be regulated afterwards.
(5) Arrears not paid after issuance of first and second reminders will subsequently be referred to debt collection.
(6) Members are not liable for the obligations of the Association. Agreements made by the Association will only become the obligation of and be observed by the Association.
5. Resignation of membership
(1) Resignation of membership must be made in writing to the Board no later than one month prior to the start of the period covered by the new annual membership fee (1 January). The resignation will carry effect at the end of the period covered by the current membership.
(2) If a member no longer fulfils the requirements for membership, the member must resign from the Association.
(3) If a member terminates its activities as a result of insolvent liquidation, solvent liquidation or similar, such events will be construed as resignation of membership.
(1) The Board may decide to exclude a member if:
· the member fails to observe the Bylaws, works against the objects and interests of the Association or in any other way brings itself into gross conflict of any interests which the Board and/or the general meeting of the Association decides to focus on
· the member fails, despite three written reminders, to make the payments determined by the Association, including membership fees.
(2) The decision to exclude a member will be made by the Board by a simple majority of votes. The member will be notified of the decision of the Board in writing. The decision may be appealed, and a request may be submitted for a decision to be made at the next ordinary or extraordinary general meeting, which makes a final and binding decision by a simple majority of votes. An appeal to the general meeting will have suspensive effect on the decision of exclusion.
- The member’s obligation at resignation of membership or exclusion
(1) Irrespective of how the membership is terminated, the resigning member is obliged to pay membership fees and meet all other financial membership obligations of the year in which the membership terminates, while:
- the member has no claim on the assets of the Association and cannot claim repayment of the membership fee or contributions
- the right of use of the logo and other material of the Association terminates
- the member loses its voting right
8. Membership record
(1) By joining the Association, the member allows the Association to draw up a data record of the member to be considered by the Board of the Association and for publishing on the Association website. The member may apply to the Board for exemption from appearing on the public list of records.
(2) The membership record contains data on the company name, contact, address, telephone number, email address and website. In this context, the Association is aware of and observes all applicable data protection regulations.
9. General Meeting
(1) The supreme authority of the Association is vested in the general meeting.
(2) The annual general meeting must be held every year before the end of March, the first meeting to be held in 2021.
(3) The notice to convene the general meeting will be conveyed by email or similar communication to the members with a least four weeks’ notice.
(4) Business to be considered on the agenda of the general meeting must be received by the Chairman no later than two weeks prior to the date of the general meeting.
(5) The agenda with proposed items and supporting documents must be disseminated no later than one week prior to the general meeting.
(6) At the general meeting, the voting rights are distributed evenly so that, irrespective of company size, each member has one vote to cast. The representative appointed by the member, see 3(3), is entitled to vote at the general meeting.
(7) By written power of attorney, a member may be represented by a leading employee of the company or by the Board in its entirety.
(8) Only members having paid the latest due membership fee are entitled to vote and to stand for election to the Board.
(9) Decisions made by the general meeting require a simple majority, unless otherwise stipulated in the Bylaws.
(10) Voting will be made by a simple show of hands if none of the attending members requests a ballot.
(11) Irrespective of attendance, the general meeting will constitute a lawful quorum.
(12) The agenda of the annual general meeting must always include the following items:
- Election of a chairman of the meeting
- The report of the Chairman/directors, including a reminder to observe the guidelines of the Danish Competition and Consumer Authority on Information activities in trade associations
- Presentation and adoption of last year’s audited accounts
- Decision to exclude audit according to Executive order issued by the Danish Business Authority
- Presentation of the budget
- Consideration of proposed items / resolutions
- Determination of membership fee
- Election of directors and alternate directors
- Any other business
10. Extraordinary General Meeting
(1) An extraordinary general meeting may be convened at any time by a majority of the directors or if at least one member of the Association has submitted a written request motivated by an agenda. The convening notice period is at least two weeks, and the notice must contain a draft agenda.
(2) Extraordinary general meetings may only decide on the items for which the extraordinary general meeting was convened.
11. Minutes of the proceedings of the general meeting
(1) Minutes must be taken by both ordinary and extraordinary general meetings. The minutes must be signed by the chairman of the meeting and circulated to the members and will constitute full evidence of the business transacted at the ordinary or extraordinary general meeting.
12. The Board of Directors
(1) The day-to-day affairs of the Association are managed by the Board of Directors, comprised of at least three and no more than five directors elected for two-year periods. Re-appointment is allowed. At the first general meeting, two directors will be elected for a two-year period and at least one director for a one-year period. Additionally, one alternate director will be elected for a one-year period.
(2) The Board of Directors manages the Association in accordance with the present Bylaws and the adoptions made by the general meeting.
(3) Elections to the Board of Directors relate to the company which the elected director owns or is employed by and may therefore be transferred to another person in the company if the elected director is no longer employed by or owns the company. Therefore, the alternate director will only obtain a seat on the Board of Directors, if a member company is no longer a member of the Association.
(4) At the first meeting of the Board of Directors after the general meeting (within two weeks), an executive committee consisting of the Chairman and the Treasurer must be set up to manage the activities of the Association.
(5) Only members of the Association may be elected to the Board.
(6) Should the company represented by a director resign its membership of the Association, the director must leave the Board.
(7) If a director changes to another company, the director must leave the Board.
(8) The Board may assign tasks to members outside the Board and enter into agreements on use of external assistance (consultants or legal advisers) if this becomes necessary.
13. Power to bind and liability
(1) The Association is liable for its undertakings to the extent of the net assets belonging to the Association at any time. The members or the directors of the Association will not be personally liable.
(2) The Association is legally bound by the joint signatures of two members of the Board (chairman and at least one more director). In relation to borrowing and selling/pledging of real property, the Association will be legally bound by the signatures of all directors.
(3) The Treasurer handles the assets of the Association, including collection of membership fees and payment of bills. The Treasurer controls the accounts of the Association, including payment cards and internet banking facility for the accounts of the Association and may conclude agreements on such facilities.
(4) The Treasurer is also responsible for keeping records of all income and expenses of the Association in a way that allows the current financial position of the Association to be viewed at any time.
(1) The financial year of the Association coincides with the calendar year.
(2) It must be noted in the management statement of last year’s accounts that exclusion of audit has been decided and in the statement the management declares the conditions for excluding audit to be met.
15. Board meetings
(1) The Board is charged with the overall management of the business of the Association and executes the business that does not under the Bylaws require decision at a general meeting. Only the Board can decide who will make representations on behalf of the Association.
(2) The Board will meet at least twice annually and otherwise as often as either the Chairman or two directors find it necessary. A Board meeting must be convened with at least seven days’ notice.
(3) Board meetings will be convened by the Chairman by e-mail. The business of a Board meeting will be chaired by the Chairman or by the person he/she authorises to do so.
(4) Board meetings may be held wholly or in part as video meetings or by means of telecommunications.
(5) A majority of all members of the Board constitutes a quorum for the transaction of business.
(6) Decisions are made by majority votes and in the event of an equality of votes, the chairman will have a casting vote.
(7) In relation to business pertaining to a director in person or a director’s company, the director will not participate.
(8) Board members have a duty of confidentiality about the business being discussed at Board meetings.
(9) Minutes of the meeting of the Board
Minutes must be taken of both ordinary and extraordinary Board meetings. The minutes must be circulated to all directors and will constitute full evidence of the business transacted at the ordinary or extraordinary Board meeting.
16. Amendment of the Bylaws and dissolution
(1) Proposals to amend the present Bylaws or to dissolve the Association may only be adopted at a general meeting where at least two-thirds of the Association members are represented and where two-thirds of the present votes are in favour of the amendment or the dissolution.
(2) Proposals to amend the Bylaws or to dissolve the Association must be cited in the convening notice.
(3) If the proposal fails to achieve a qualified majority but still stands, a new general meeting must be convened no later than two weeks later with the proposal(s) as the only item(s) on the agenda. On this general meeting, the proposal can be carried by a simple majority irrespective of the number of represented members.
(4) If the general meeting decides to dissolve the Association, the Board of Directors will distribute the assets of the Association proportionally, after which the Board ceases to function.
(5) Once the committee has concluded its work, it convenes a general meeting at which the final annual report and accounts will be presented.
- Commencement and transitional provisions
These Bylaws entered into force at the general meeting held in Denmark on 4 March 2021.