Minutes from ordinary & extraordinary general meeting

Minutes of the Annual General Meeting

Skip to: Minutes Extraordinary General Meeting>

Held as a virtual meeting via Teams.


DOWNLOAD ANNEX: GENERAL MEETING REPORT 2021

The association's new director, Torben Vilsgaard, welcomed.

Agenda in accordance with the articles of association:

  1. Election of conductor and referee
  2. Presentation of the Board of Directors' annual report, including the status of the adopted strategy and information on ongoing projects
  3. Submission of audited accounts for approval
  4. Approval of budget for the coming financial year, including determination of quota
  5. Processing of received proposals
  6. Election of board of directors
  7. Election of auditor
  8. Optionally

Pkt. 1 - Election of conductor and referee

The Executive Committee proposed Birger Schneider as chairman - he was unanimously elected. And Torben Vilsgaard was elected rapporteur.

The chairman stated that the general meeting was lawfully announced and fully quorate with 14 participants.

Pkt. 2 Chairman's report

The chairman (Søren Bech) gave a brief historical review up to now, when the association has been appointed a national cluster, and gave a review of the main conditions for the cluster allocation, including how the total funding works. Furthermore, he stated that the members will be asked in more detail via a questionnaire to their expectations in the near future. The chairman's report and the overall presentation are attached as an appendix to the minutes.

The report was approved unanimously.

Pkt. 3 - Accounts

The accounts for both 2019 and 2020 were considered, as it was not possible to hold a general meeting in 2020. Torben Vilsgaard reviewed the main features of both accounts, where the 2019 accounts showed a profit of DKK 29.694 and a deficit in 2020 of DKK -125.791, and after equity at the end of 2020 is negative by DKK - 46.097. Torben Vilsgaard stated that the association has received the first payments from the Danish Business Authority in March 2021, and that liquidity is good. Both accounts were unanimously approved

A big thank you went to AAU, the GN Foundation and SoundHub Denmark, who have all supported the association financially for the past 2 years.

Pkt. 4 Budget and contingent

The quota structure was presented and approved.

Mads Kragh expressed that he is aware that municipalities and regions provide "subsidies" to several other clusters, which is why this should be investigated further.

Furthermore, the chairman pointed out that the detailed rules for how the contingent payment is made in practice in the event of a “skewed” registration, eg in the middle of the year, must be specified in more detail in the Executive Committee.

Torben Vilsgaard reviewed the budget, which reflects the agreements entered into with the granting authorities (the Danish Business Authority and the Danish Agency for Education and Research). The budget was approved.

Pkt. 5 Incoming proposals

The only incoming proposal was a desire to change the association's articles of association so that they reflect the terms of the funds allocated, ie. name change to “Danish Sound Cluster”, change of purpose clause to “a non-profit purpose” and finally to clarify the composition of the board. Changes were unanimously approved.

The chairman stated that an attendance of 14 members, which makes up less than half of all members, means that the proposal has not yet been formally approved, as amendments to the articles of association require a 2/3 majority of those present, and that at least half of all members are represented. Therefore, an extraordinary general meeting is convened in 2 weeks with the only item "amendment of articles of association". Here, there will be a requirement that 2/3 of the members present vote in favor of the change in order for it to be approved (ref. - to be held 28/4 at 16.00).

Pkt. 6 Election of the Board of Directors

Søren Bech, Nikolai Bisgaard, Mads Kragh, Birger Schneider and Kim Rishøj were up for re-election, all re-elected and re-elected without opposing candidates. In addition, Thomas Bech Hansen, Force Technology, was newly elected to the Board. So it now consists of 11 members.

Jan Østergaard, AAU, pointed out the importance of all universities represented on the board (currently only AAU) being represented at an equal level.

Pkt. 7 - Election of auditor

The Executive Committee recommended statsaut. auditor Kim Vorret, PWC as the association's new auditor. Kim Vorret was unanimously elected.

Pkt. 8 - Possibly

Mads Kragh emphasized the importance of remembering the entrepreneurs and especially the House of Sound.

The chairman concluded with a BIG thank you to the Executive Committee for the huge effort it has been to land the award of the cluster grant.

The chairman thanked for the attendance and for good order as the closing remark.

After, the board constituted itself as:

Chairman Birger Schneider

Vice-Chairman Nikolai Bisgaard

Going forward, the Executive Committee consists of Nikolai Bisgaard, Birger Schneider, Kim Rishøj and Peter Petersen re-elected and Jan Østergaard

Minutes of the Extraordinary General Meeting

Back to: Minutes of the Annual General Meeting>

Held as a virtual meeting via Teams.


DOWNLOAD ANNEX: GENERAL MEETING REPORT 2021

The association's new director, Torben Vilsgaard, welcomed.

Agenda in accordance with the articles of association:

  1. Election of conductor and referee
  2. Presentation of the Board of Directors' annual report, including the status of the adopted strategy and information on ongoing projects
  3. Submission of audited accounts for approval
  4. Approval of budget for the coming financial year, including determination of quota
  5. Processing of received proposals
  6. Election of board of directors
  7. Election of auditor
  8. Optionally

Pkt. 1 - Election of conductor and referee

The Executive Committee proposed Birger Schneider as chairman - he was unanimously elected. And Torben Vilsgaard was elected rapporteur.

The chairman stated that the general meeting was lawfully announced and fully quorate with 14 participants.

Pkt. 2 Chairman's report

The chairman (Søren Bech) gave a brief historical review up to now, when the association has been appointed a national cluster, and gave a review of the main conditions for the cluster allocation, including how the total funding works. Furthermore, he stated that the members will be asked in more detail via a questionnaire to their expectations in the near future. The chairman's report and the overall presentation are attached as an appendix to the minutes.

The report was approved unanimously.

Pkt. 3 - Accounts

The accounts for both 2019 and 2020 were considered, as it was not possible to hold a general meeting in 2020. Torben Vilsgaard reviewed the main features of both accounts, where the 2019 accounts showed a profit of DKK 29.694 and a deficit in 2020 of DKK -125.791, and after equity at the end of 2020 is negative by DKK - 46.097. Torben Vilsgaard stated that the association has received the first payments from the Danish Business Authority in March 2021, and that liquidity is good. Both accounts were unanimously approved

A big thank you went to AAU, the GN Foundation and SoundHub Denmark, who have all supported the association financially for the past 2 years.

Pkt. 4 Budget and contingent

The quota structure was presented and approved.

Mads Kragh expressed that he is aware that municipalities and regions provide "subsidies" to several other clusters, which is why this should be investigated further.

Furthermore, the chairman pointed out that the detailed rules for how the contingent payment is made in practice in the event of a “skewed” registration, eg in the middle of the year, must be specified in more detail in the Executive Committee.

Torben Vilsgaard reviewed the budget, which reflects the agreements entered into with the granting authorities (the Danish Business Authority and the Danish Agency for Education and Research). The budget was approved.

Pkt. 5 Incoming proposals

The only incoming proposal was a desire to change the association's articles of association so that they reflect the terms of the funds allocated, ie. name change to “Danish Sound Cluster”, change of purpose clause to “a non-profit purpose” and finally to clarify the composition of the board. Changes were unanimously approved.

The chairman stated that an attendance of 14 members, which makes up less than half of all members, means that the proposal has not yet been formally approved, as amendments to the articles of association require a 2/3 majority of those present, and that at least half of all members are represented. Therefore, an extraordinary general meeting is convened in 2 weeks with the only item "amendment of articles of association". Here, there will be a requirement that 2/3 of the members present vote in favor of the change in order for it to be approved (ref. - to be held 28/4 at 16.00).

Pkt. 6 Election of the Board of Directors

Søren Bech, Nikolai Bisgaard, Mads Kragh, Birger Schneider and Kim Rishøj were up for re-election, all re-elected and re-elected without opposing candidates. In addition, Thomas Bech Hansen, Force Technology, was newly elected to the Board. So it now consists of 11 members.

Jan Østergaard, AAU, pointed out the importance of all universities represented on the board (currently only AAU) being represented at an equal level.

Pkt. 7 - Election of auditor

The Executive Committee recommended statsaut. auditor Kim Vorret, PWC as the association's new auditor. Kim Vorret was unanimously elected.

Pkt. 8 - Possibly

Mads Kragh emphasized the importance of remembering the entrepreneurs and especially the House of Sound.

The chairman concluded with a BIG thank you to the Executive Committee for the huge effort it has been to land the award of the cluster grant.

The chairman thanked for the attendance and for good order as the closing remark.

After, the board constituted itself as:

Chairman Birger Schneider

Vice-Chairman Nikolai Bisgaard

Going forward, the Executive Committee consists of Nikolai Bisgaard, Birger Schneider, Kim Rishøj and Peter Petersen re-elected and Jan Østergaard

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