Bylaws
The Articles of Association of Danske Havne, adopted by the extraordinary general meeting on March 4, 2026.
Purpose
§ Section 1 Danish Ports is an independent trade association for commercial ports.
Membership
§ 2 All commercial ports that provide, maintain, manage, and lease port infrastructure on a commercial basis are eligible for membership. If a port is divided into several units, membership covers all units. Ports must apply in writing to the board, which 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 are not eligible to be appointed to the Board of Directors.
Withdrawal from Danske Havne must be notified in writing with one year's notice before the end of Danske Havne's financial year. Withdrawal of associate members must be notified in writing with three months' notice. After withdrawal, the port or associate member shall have no claim against Danske Havne.
General Meeting
§ Section 3 The General Meeting is Danske Havnes' highest authority.
The Annual General Meeting is held every other year in odd-numbered years. The Annual General Meeting is held during the first half of the year. The Board of Directors sets the time and place, which are communicated to the members no later than 4 weeks before the meeting. The agenda and any attachments must be distributed no later than 2 weeks 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 three weeks before the general meeting is held.
§ 4 An extraordinary general meeting shall be held when the board 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 extraordinary general meetings shall be determined by the board of directors with two weeks' notice.
§ 5 All member ports may be present at the general meeting with the number of representatives of their choice. Those entitled to attend must have the status of owner representative, port committee or port board member, executive board member or senior employee. Members shall notify Danske Havne of their representation no later than 8 days before the general meeting.
Associate members may attend the general meeting 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. The exception is elections to the board of directors, where the 6 largest ports calculated by operating revenue have no voting weight, as these ports appoint members to the board.
Each member port decides which person entitled to attend the meeting carries the port's vote.
Voting at the general meeting can only take place in person. Decisions are made by a simple majority vote. However, amendments to the articles of association and decisions on dissolution are exempt from this rule, see §§ 20-21. A proposal is rejected 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 take place exclusively electronically (fully electronic general meeting) or offer members the opportunity to participate electronically in general meetings that are otherwise conducted by physical attendance (partially electronic general meeting). Members can thereby electronically participate in, express themselves and vote at the general meeting.
Specific information regarding registration and procedure for participation in electronic or partially electronic general meetings shall be stated in the notice convening the general meeting in question.
§ 6 The ordinary general meeting must include at least the following agenda items:
- Election of chairperson
- The Board of Directors' report on Danske Havne's activities since the last annual general meeting
- Consideration of any proposals received
- Notification 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 the financial statements for the fiscal year since the last annual general meeting
- Election of auditor for the next 2 years
- Determination of remuneration to the board of directors
- Optional.
The Board of Directors
§ 7 The Board of Directors consists of 13 members. The Board of Directors is appointed or elected for a two-year term 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 may take place.
The Board of Directors has a quorum when at least half of the members of the Board of Directors are present. The decisions of the Board of Directors are made by a simple majority vote. In the event of a tie, the chairperson has the casting vote.
§ Section 8 The Board of Directors shall decide its own rules of procedure.
The board may establish forums for larger or more continuous tasks. The board may determine the terms of reference for the forums.
§ 9 The six 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 arises during the period, the individual member can fill the vacancy until the next general meeting.
§ 10 Ports ranked 7th to 20th among the members in terms of operating revenue in the financial year preceding the election to the board of directors shall elect five members to the board of directors. In addition, first and second alternates shall be elected to join the board in the event that one of the five board members resigns.
§ 11 The remaining ports shall elect two members to the board. In addition, one alternate member shall be elected to serve on the board in the event that one of the two board members resigns.
§ 12 The board of directors shall constitute itself by appointing a chairperson and vice-chairperson from among its members.
This appointment takes place at the first board meeting following the election of the board and remains in effect until the next annual general meeting.
In the event of the permanent incapacity of the chair or vice-chair, a new constitution shall be drawn up.
The chairperson may be appointed for a maximum consecutive term of 2 + 2 years.
§ Section 13 The Board of Directors shall represent Danske Havne. The Chairman and the CEO of Danske Havne or two Board members and the CEO of Danske Havne are authorized to represent the association. The Board of Directors may grant power of attorney 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 rights are exercised by the entire Board of Directors.
Fee
§ Section 14 Fees for the Chairman, Vice Chairman and other members of the Board of Directors are determined by the general meeting for the coming term of office on the recommendation of the outgoing Board of Directors. In addition, the individual board member's travel and accommodation expenses are covered when participating in meetings and other activities on behalf of Danish Ports.
Daily management
§ Section 15 The Board of Directors shall appoint a director who cannot be a member of the Board of Directors. The salary and employment conditions of the Director shall be determined by the Board of Directors.
§Section 16 Danske Havne does not assume any advisory responsibility in connection with member services and advice/guidance of members.
Membership fee
§ Section 17 To cover Danske Havnes expenses etc. the ports pay a membership fee based on the following shares of the membership fee.
's total operating revenue for 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 amount of the membership fee is determined by the board of directors. However, the minimum membership fee is 5,000 DKK per year. The amount is adjusted for inflation using the net price index.
The index adjustment is made in relation to 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 set by the Board. Changes in the amount of the membership fee shall be notified 6 months in advance.
Accounting and auditing
§ Section 18 Danske Havnes' financial year is the calendar year.
§ 19 The board of directors shall present the annual accounts. The general meeting may authorize the board of directors to select an auditing firm. 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.
Amendments 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.
§ 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 three-quarters of the possible votes are not present, the board of directors must immediately convene a new general meeting to be held within four weeks, at which the dissolution may 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.
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Transitional provisions
The Board of Directors, whose term was extended at the extraordinary general meeting on March 4, 2026, will step down at the annual general meeting in 2027, when elections for the Board of Directors will be held. Re-election may take place in accordance with the Articles of Association.
Thomas Elm Kampmann, who served as chairman of the board of directors on March 4, 2026, may serve as chairman until the annual general meeting in 2027 and thereafter for one additional two-year term. Thereafter, Article 12 shall apply again.
The auditor elected at the extraordinary general meeting on March 4, 2026, will step down at the annual general meeting in 2027. Re-election may take place in accordance with the articles of association.
The Board of Directors is authorized to repeal the above transitional provisions once they are no longer relevant.
The Articles of Association were adopted at the extraordinary general meeting of Danske Havne on March 4, 2026, and will take effect immediately thereafter.
