Bylaws
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 circle
§ 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, 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 made in writing with one year's notice to the end of Danske Havne's financial year. Withdrawal of associate members must be made in writing with 3 months' notice. After withdrawal, the port or the associate member has no claim on Danske Havne.
The General Assembly
§ Section 3 The General Meeting is Danske Havnes' highest authority.
The Annual General Meeting is held every second year in even years. The general meeting is held in the first half of the year. The Board of Directors shall determine the time and place, which shall be notified to the members no later than two months before the meeting. The agenda and any appendices must be sent no later than 14 days prior to the annual general meeting.
Proposals from members for the general meeting's agenda must be received by the board no later than 45 days before the general meeting.
§ Section 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 request it in writing, stating the topics to be discussed. The time and place of the extraordinary general meeting shall be determined by the board with the same deadlines as in § 3.
§ 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 for itself 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 of votes. However, 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, be 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.
§ Section 6 The annual 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 accounts for the financial year since the last general meeting
- Election of auditor for the next 2 years
- Determination of remuneration to the board of directors
- Optional.
Board of Directors
§ 7 The Board of Directors consists of 13 members. The Board of Directors 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 may 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 taken 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 decide its own rules of procedure.
The Board of Directors may establish forums for larger or more continuous tasks. The Board of Directors may establish 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.
§ Section 10 Ports that are ranked no. 7 through no. 20 in the membership by operating turnover in the financial year preceding the election to the Board of Directors shall elect 5 members to the Board of Directors. In addition, a first and second deputy 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, who shall be added to 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 Danske Havnes from among its members.
§ 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.
When buying, selling or mortgaging real estate and when raising loans, the signing right is exercised by the entire Board of Directors.
Honorarium
§ 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.
| 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 six largest member ports, which each appoint a member to the Board of Directors, cf. section 9, pay a fixed amount of DKK 90,000 per 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, regardless of the fact that the appointment is not made until a general meeting during the year.
The size of the membership fee is determined by the Board of Directors. However, the minimum membership fee is DKK 5,000 annually. The amount is adjusted in line with 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.
§ Section 19 The Board of Directors shall present the annual accounts. The general meeting may authorize the Board of Directors to choose 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 Danish Ports
§ 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 To be valid, the dissolution of Danske Havne must 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 must 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 were adopted at Danske Havne's Annual General Meeting on April 26, 2022 in Aalborg and will enter into force immediately thereafter.
