THIS DOCUMENT IS A GUIDING TRANSLATION TO THE ACTUAL ARTICLES OF ASSOCIATION WHICH ARE IN DANISH. YOU CAN READ THE ORIGINAL HERE.
Articles of Association for Witchards Society F.M.B.A.
§1. The name of the association and it’s home
- The name of the association Witchards Society F.M.B.A.
- The association has its home in Copenhagen municipality.
- The purpose of the association is to run a business with operation and execution of role-playing events, workshops, lectures, courses and congresses.
- The association is an F.M.B.A. and no members are therefore liable for the association’s obligations.
- Anyone who acknowledges the association’s articles of association, pays the set membership fee and actively participates in the association’s activities can be admitted as a member.
- The general assembly can set an annual membership fee, and annually thereafter, which all members must pay.
- The board has the right to exclude members who work to the detriment of the association.
- A member may withdraw from the association at any time.
- Any member who acts dishonestly, in violation of the association’s code of conduct or in violation of existing statutes, may be excluded by the board.
§5. Membership fee
- The membership fee is determined at the ordinary general assembly.
- The membership fee is set at €50 when the association is founded.
§6. General assembly
- The general assembly is the association’s highest authority.
- Each member has one vote and no member has special rights.
- An ordinary general assembly is held once a year in sufficient time that the annual report can be approved and submitted within the applicable deadline to the Danish Business Authority, and is called by the management with four weeks’ notice at the earliest and two weeks’ notice at the latest by publication on the associations website and electronic notice to all members with indication of the agenda.
- The board can choose to hold a general assembly at several different locations that are in digital communication with each other. In that case, the board appoints a location as the primary location. In the event of technical or other difficulties, decisions made at the primary location apply. It must be stated in the notice which location is the primary location.
- Proposals that are to be dealt with at the general meeting must be received by e-mail by the board no later than 14 days before the general assembly is held.
- A member who wishes to participate in a general assembly must notify the company no later than one day before the general assembly is held.
- The agenda for the ordinary general assembly must contain at least the following items:
- Selection of vote counters
- Selection of conductor
- Chairperson’s account
- Approval of the annual report
- Processing of received proposals
- Determining the membership fee
- Approval of the budget
- Election of 3 board members and 2 deputies
- Other business
- The general assembly makes its decisions by simple majority. Decisions on changes to the articles of association require at least 2/3 of the voting rights present.
- An extraordinary general assembly is called when the management deems it necessary, or when at least half of the members request it with a reasoned statement of the subject of discussion. Convocation of an extraordinary general assembly to deal with a specific specified topic is convened no later than 2 weeks after the management deems it necessary or it is requested by at least half of the members. Convening must be done with the same notice as the ordinary general assembly.
- The general assembly has decision-making capacity regardless of attendance.
- In the event of a tie, the Chair has the casting vote.
- The association’s management consists of a board consisting of five members, and up to two alternates.
- All members are eligible for election to the board.
- The board and any alternates are elected by the general meeting at the association’s ordinary general assembly. A maximum of the same number of deputies as management members can be elected. All elections take place within an election period of 2 years.
- The management constitutes itself with a chairman and determines its own rules of procedure.
- Management meets at least once a month to review existing business.
§8. Accounting, auditing and dividends
- The association’s financial year runs from 1 September to 31 August. The association’s first financial year runs from 1 April 2023 to 31 August 2023.
- The association has opted out of auditing the annual report.
§9. Contractual obligations and liabilities
- The association is signed by the chairman and a board member.
- The association’s members have no claim on the association’s assets.
- Profits from the activities carried out by the association must be used to promote the association’s objectives. On the distribution of assets in liquidation, see §10.2.
- The association’s members do not have any property rights over anything belonging to the association. The association is only liable for its obligations with the assets belonging to the association at any time. The association’s members or board are not liable for any kind of liability, including personal liability, for obligations incumbent on the association.
- A decision on the association’s dissolution can only be taken at two consecutive general assemblies, of which at least one must be an ordinary general assembly. For the association to be dissolved, at least 2/3 of the votes cast are required to be in favor of the dissolution.
- If the association has a profit when the association is dissolved, the assets are distributed according to the board’s decision to purposes that benefit the European role-playing environment.