Articles of association
Danske Havne's articles of association adopted by the general meeting on April 26, 2022
Purpose
§ Section 1 Danish Ports is an independent trade organization for commercial ports.
Membership
§ 2 All commercial ports that provide, maintain, manage and lease port infrastructure on a commercial basis may be admitted as members. If a port is divided into several units, e.g. infrastructure and superstructure, membership covers all units. Ports apply in writing to the board of directors, who must approve admission.
The Board of Directors may decide that individuals, ports located outside Denmark, companies with special port interests or other associations may be admitted as associate members. Associate members do not have the opportunity to be appointed to the Board of Directors.
Withdrawal from Danske Havne must be made in writing with 1 year's notice to the end of Danske Havne's financial year. Resignation of associate members shall be made in writing with 3 months' notice. After resignation, the port or the associate member has no claim against Danish Ports.
Annual General Meeting
§ 3 The General Assembly is the highest authority of Danish Ports.
The Annual General Meeting is held every two years in even years. The general meeting is held in the first half of the year. The board determines the time and place, which is notified to the members no later than 2 months before the meeting. The agenda and any appendices must be sent out no later than 14 days prior to the annual general meeting.
Proposals from members for the agenda of the general meeting must be received by the board no later than 45 days before the general meeting.
§ 4 An extraordinary general meeting shall be held when the Board of Directors deems it necessary or when at least 1/3 of the members submit a written request stating the topics to be discussed. The time and place of the extraordinary general meeting shall be determined by the Board of Directors with the same deadlines as in § 3.
§ 5 All member ports may be present at the general meeting with the number of representatives they wish. Those entitled to attend must have the status of owner representative, port committee or port board member, executive board member or executive employee. The members shall notify Danish Ports of their representation no later than 8 days before the general meeting.
Associate Members may attend the General Assembly with the right to speak but without the right to vote.
The 20 largest ports ranked by operating turnover in the member port's previous financial year each have 2 votes. Other ports have one vote each. Exceptions are elections to the Board of Directors, where the 6 largest ports calculated by operating turnover have no voting weight, as these ports appoint members to the Board of Directors.
The individual member ports decide for themselves which person entitled to attend the meeting carries the port's vote.
Voting at the general meeting can only be done in person. Decisions are made by ordinary majority vote. Exceptions are amendments to the articles of association and decisions on dissolution, see §§ 20-21. A proposal lapses if the number of votes is equal. Voting must, when requested, take place in writing.
The board of directors may decide that the general meeting shall be conducted exclusively electronically (fully electronic general meeting), or offer the members to participate electronically in general meetings that are otherwise conducted by physical attendance (partially electronic general meeting). In this way, members can electronically participate, express themselves and vote at the general meeting.
Specific information regarding registration and procedure for participation in electronic or partly electronic general meetings shall be included in the notice convening the relevant general meeting.
§ 6 The Annual General Meeting shall include at least the following agenda items:
- Election of chairman
- The Board of Directors' report on the activities of Danish Ports since the last annual general meeting
- Consideration of any proposals received
- Notice of appointment of 6 board members, cf. section 9
- Election of 5 board members, cf. § 10
- Election of 2 board members, cf. § 11
- Approval of accounts for the financial year since the last general meeting
- Election of auditor for the next 2 years
- Determination of remuneration for the Board of Directors
- Optionally.
Board of Directors
§ 7 The Board of Directors consists of 13 members. The board is appointed or elected for a 2-year period at the annual general meeting, cf. §§ 9-11.
Any person nominated by a member shall be eligible for election or appointment to the Board of Directors.
Re-election to the Board of Directors can take place.
The Board of Directors constitutes a quorum when at least half of the Board members are present. Decisions of the Board of Directors are made by a simple majority of votes. In the event of a tie, the chairman has the casting vote.
§ Section 8 The Board of Directors shall determine its own rules of procedure.
The Board of Directors may establish forums for larger or more continuous tasks. The board of directors may set terms of reference for the forums.
§ 9 The 6 largest member ports, ranked by operating turnover in the financial year prior to election to the Board of Directors, shall each appoint one member to the Board of Directors. If a vacancy occurs during the period, the individual member can fill the vacancy until the next general meeting.
§ Section 10 Ports ranked no. 7 to no. 20 in the membership circle by operating turnover in the financial year prior to election to the board of directors shall elect 5 members to the board of directors. In addition, the first and second deputy members are elected to join the board in the event that one of the five board members resigns.
§ 11 The remaining ports shall elect 2 members to the Board of Directors. In addition, 1 deputy shall be elected to join the board in the event that one of the 2 board members resigns.
§ Section 12 Board members appointed by ports covered by section 9 shall elect the chairman of the Board of Directors from among their number. The entire board of directors shall elect the vice chairman of Danish Ports from among its members.
§ Section 13 The board of directors shall sign Danske Havne. The chairman and the CEO of Danish Ports or two board members and the CEO of Danish Ports are authorized to sign the association. The Board of Directors may grant procuration to a member of the Board of Directors, to the CEO or to a secretariat employee.
In connection with the purchase, sale or mortgaging of real estate and the raising of loans, the signing authority is exercised by the entire board of directors.
Fees
§ Article 14 Fees for the chairman, vice chairman and other members of the Board of Directors shall be determined by the general meeting for the next election period on the recommendation of the outgoing Board of Directors. In addition, the individual board member's travel and accommodation expenses for participation in meetings and other activities on behalf of Danish Ports are covered.
Daily management
§ Section 15 The board of directors shall appoint a managing director, who may not be a member of the board of directors. The salary and employment conditions of the director shall be determined by the board of directors.
§16 Danske Havne does not assume any advisory responsibility in connection with member services and advice/guidance to members.
Membership fee
§ Section 17 To cover the Danish Ports Association's expenses etc. the ports pay a membership fee based on the following quota shares.
| Total operating revenue in the past financial year for the member | Contingent- shares | |||
| 0 | - | 499.999 | 1 | |
| 500.000 | - | 999.999 | 2 | |
| 1.000.000 | - | 1.999.999 | 3 | |
| 2.000.000 | - | 2.499.999 | 4 | |
| 2.500.000 | - | 2.999.999 | 6 | |
| 3.000.000 | - | 3.999.999 | 8 | |
| 4.000.000 | - | 4.999.999 | 10 | |
| 5.000.000 | - | 5.999.999 | 12 | |
| 6.000.000 | - | 11.999.999 | 16 | |
| 12.000.000 | - | 14.999.999 | 24 | |
| 15.000.000 | - | 19.999.999 | 32 | |
| 20.000.000 | - | 29.999.999 | 37 | |
| 30.000.000 | - | 39.999.999 | 42 | |
| 40.000.000 | - | 59.999.999 | 50 | |
| 60.000.000 | - | 79.999.999 | 60 | |
| 80.000.000 | - | 99.999.999 | 75 | |
| Over 100 million. | 90 |
The 6 largest member ports, which, cf. § 9, each appoint a member to the board, pay a fixed amount of DKK 90,000/year in addition to the membership fee based on shares. The amount is adjusted in line with the net price index. This amount is charged to the ports in the year they join the board, even if the appointment is not made until a general meeting during the year.
The size of the membership fee is determined by the board. However, the minimum membership fee is DKK 5,000 annually. The amount is adjusted in line with the net price index.
The indexation is based on the change in the net price index as of October 1, 2018.
The board of directors shall collect the membership fee for the previous year as far as possible before the end of the first quarter of the following financial year.
Associate members may be admitted on special terms with a membership fee determined by the board. Changes in membership fees are subject to 6 months' notice.
Accounting and auditing
§ Section 18 The financial year of Danish Ports is the calendar year.
§ 19 The board of directors shall prepare the annual accounts. The general meeting may authorize the board of directors to choose an auditing company. The accounts shall be approved by the Board of Directors and the audited accounts since the last general meeting shall be presented for final approval at the annual general meeting.
Changes to the articles of association and dissolution of Danske Havne
§ Article 20 Amendments to these Articles of Association must be adopted at a general meeting with at least 2/3 of the votes cast in order to be valid.
§ Section 21 Dissolution of Danske Havne must, in order to be valid, be adopted at a general meeting with at least ¾ of the possible votes. If ¾ of the possible votes are not present, the Board of Directors shall immediately convene a new general meeting to be held within 4 weeks, where the dissolution can be adopted by a simple majority of the votes represented at this general meeting.
If dissolution is decided, a decision is also made on the use of any surplus funds or debts of Danske Havne.
The articles of association have been adopted at Danske Havne's annual general meeting on April 26, 2022 in Aalborg and will enter into force immediately thereafter.
