Articles of association for Danish Sound Cluster

    • 1. Name

    The name of the association is' Klyngesamarbejdet Danish Sound cluster', abbreviated DSC.

    • 2. Place of residence

    The association will always have its registered office in the geographical area made up of Denmark.

    • 3. Purpose

    On a non-profit basis, the association's purpose is to establish and operate a non-profit cluster collaboration that puts the Danish research, education and business strengths within sound (the Danish sound industry) into play in order to maintain, strengthen and brand a competitive sound industry with an international research and education environment in Denmark through innovation.

    • 4. Members

    Individuals, institutions, organizations and companies that are active in the Danish sound industry.

    Registration is done by writing to the association's secretariat. Upon registration, a relative membership fee is paid for the remaining part of the financial year in which registration takes place.

     Withdrawal takes place in writing with 6 months notice to the association's secretariat. Upon cancellation, a relatively contingent fee will not be refunded. 

    Members who, despite demands, do not pay the due membership fee will be deleted immediately.

    • 5. The General Assembly

    The general meeting is the highest authority of the association.

    The Annual General Meeting is held once a year in April and is convened with at least three weeks' notice, stating the agenda by e-mail to the members. 

    Eligible to attend and vote at the general meeting are all members who have paid the due membership no later than the week before. 

    A member may be represented by proxy, which must be notified in writing and which may not have a duration of more than one month from the issue. Power of attorney can be given to other members and the board.

     

    The agenda for the annual general meeting must contain at least the following items:

    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

    Proposals that are to be considered at the general meeting must be received by the board of directors no later than 8 days before the general meeting. Proposals for amendments to the articles of association that are to be considered must be received by the Board of Directors no later than three months prior to the end of the month in which the annual general meeting is to be held.

    Decisions can only be made on matters included on the agenda. Resolution on matters that are not on the agenda requires that all those entitled to vote be present and accede. 

    The decisions of the general meeting are made by a simple majority of votes, unless otherwise provided by these articles of association. Each member has one vote.

    The voting procedure for election to the Board of Directors is that each member can vote for up to the number of candidates to be elected, and that the candidates who receive the most votes are elected. In the event of a tie, a vote shall be taken among the candidates who have obtained an equal number of votes. When voting, each member may only vote for one of the candidates between whom there is a tie.

    Voting must be in writing

    • 6. Extraordinary general meeting

    Extraordinary general meetings may be held when the board of directors deems it necessary, and must be held when at least 1/3 of the members submit a written reasoned request to the chairman. In such cases, the general meeting must be held no later than four weeks after the request has come to the knowledge of the chairman.

    The notice period for an extraordinary general meeting is two weeks.

    • 7. The Board of Directors

    The daily management of the association consists of the board, which consists of up to 13 members. The board of directors must consist of representatives from knowledge partners, business partners, members and partners.

    The board of directors is elected by the general meeting for a 2-year period and resigns alternately. At the inaugural general meeting, however, 6 members are only elected for 1 year. 

    The board of directors leads the association in accordance with these articles of association and the resolutions of the general meeting.

    No later than 14 days after re-election to the Board of Directors, a constituent meeting is held, where the Board of Directors elects a chairman and deputy chairman from among its members. These chairmanships are valid until the next general meeting.

    The chairman - and in his absence the deputy chairman - convenes and chairs the meetings of the board. Convening is done in writing, stating the agenda, when the chairman deems it necessary, or at least half of the members of the board of directors make a request to the chairman. In such cases, the meeting shall be held no later than two weeks after the request has come to the knowledge of the chairman.

    The Board of Directors makes decisions by a simple majority of votes, but is only quorate when at least half of the Board members are present. In the event of a tie, the vote of the chairman or the acting chairman shall be decisive.

    In order to strengthen the association's activities, the board has the opportunity to set up committees / working groups or make cooperation agreements. A committee / working group must act within the framework set by the board, and all significant decisions must be submitted to the board for approval at the next board meeting. The Board of Directors may dissolve a committee at any time.

    • 8. Finance, accounting and auditing

    The association's financial year follows the calendar year.

    The Board of Directors is responsible to the general meeting for the budget and accounts. 

    The accounts are audited by the auditor elected at the general meeting. The accounts must be audited before the annual general meeting.

    • 9. Subscription rules and liability

    The association is signed externally by the signature of the chairman and at least one additional board member in association. When raising a loan and when selling / mortgaging real estate, the association is signed by the entire board. 

    For the obligations incumbent on the association, only the assets in the association at any given time are liable.

    The members of the association are not personally liable for the obligations incumbent on the association. Upon resignation, members have no claim to any share of the association's assets. 

    • 10. Amendments to the Articles of Association, dissolution and exclusion

    Amendments to the articles of association, dissolution and exclusion of members can only be adopted by a 2/3 majority of the votes represented at the general meeting and if at least half of the association's members are represented both in number of members and by votes.

    If this majority is not achieved, the Board of Directors is entitled to convene a new general meeting, at which amendments to the articles of association, dissolution or exclusive can be adopted by a 2/3 majority among the members present.

     

    Upon the dissolution of the association, the association's assets are used in accordance with the association's purpose.

    • 11. Dating

    Thus adopted at the association's founding general meeting on 20 December 2018.

    Amended at the Extraordinary General Meeting on April 28, 2021

    The conductor's signature

    Birger Schneider

Stay up to date

Sign up for our newsletter: