STATUTES FOR EnergiESbjerg
§1
The name of the club which is legally defined as an autonomous institution is EnergiESbjerg
§2
Purpose:
The purpose of EnergiESbjerg is to enhance the technical knowledge of its members through networking and technical presentations conducted by internal, external and international lecturers.
The arrangements of EnergiESbjerg shall predominantly have a business and professional relevance for all members, suppliers as well as clients, operating in the related industries.
Related industries include firms involved – directly or indirectly - in the energy production from renewables as well as non-renewable natural resources.
§3
Membership:
To become a member of EnergiESbjerg the Application for Membership form, available at the EnergiESbjerg webpage, must be filled in.
Membership is granted to representatives from firms connected with the related Industries and to members, who retire from same firms.
In due time upon receipt of the Application Form, the applicant will be informed by email.
§4
Exclusion:
A member may be excluded by the Board on a 6/7 majority voting. An excluded member may appeal the Board decision to the General Assembly at the next General Assembly Meeting. The G. A. will decide by simple majority.
§5
General Assembly:
The G.A. has supreme authority of EnergiESbjerg.
The G. A. Ordinary Meeting is to be held once a year not later than April 1st, the first Meeting to be held within October 1st 1984.
The following agenda is to be followed on the Ordinary Meetings:
1. Election of chairman
2 Board’s report
3. Approval of annual accounts
4. Election of Board Members
5. Election of certified accountant
6. Election of legal adviser
7. Motions
8. A.O.B.
Motions to be dealt with at the G. A. are to be forwarded, in writing (by e-mail), to the Board not later than two weeks before the G. A. Meeting.
The Ordinary G. A. Meetings must be held in Esbjerg and is to be called, in writing (by e-mail), at least 2 weeks in advance. The notice is to contain the agenda.
Extraordinary General Meeting may be held when the Board, or 1/3 of the members so desire and shall be called in the same way as the Ordinary General Meeting.
All decisions at a G. A. Meeting must be determined by a simple majority of votes, by ballot, if desired. The G. A. has legal competency, regardless of the numbers of members present.
§6
The Board:
The Board consists of 7 members.
The Board shall strive for a broad representation of firms from the related industries in the Board.
All Board members must be elected by and amongst the EnergiESbjerg members.
Members of the Board are elected for a period of two years and shall retire alternately three and four annually. The first three to retire shall be decided voluntarily by the Board members or by lot.
Should a member of the Board retire during the election period, reinstating will take place at the first Ordinary General Meeting. In the meantime the Board Chairman vote will count double during Board Meeting if even votes are cast, alternatively the Board may decide to nominate a replacement until the next Ordinary General Meeting.
Re-election of a Board member after one periode may be approved by simple majority ballot at the Ordinary General Meeting.
Boardmembers must be of legal age and have complete control of privately owned assets.
Members of the Board are not personally responsible for any debts of the Club. They cannot be granted payment from the Club's assets.
The Board elects the Chairman, Vice Chairman, Treasurer and states the order of business.
The Board meets as often as the Chairman or 1/3 of the members may find necessary but minimum six times a year.
The Chairman calls all the meetings. Before the meetings he shall inform the participants of which subjects are to be discussed at the meeting.
The Chairman conducts the meetings and votes, and he is responsible for recording of decisions taken.
After each meeting the minutes shall be signed of the Board present.
Differing opinions may be recorded in short.
The Chairman sees to it that decisions agreed upon are executed.
The Board is legally competent to transact business when at least four of its members are present. Decisions are reached by simple majority. In case of parity of votes, the vote of the Chairman is decisive.
Except for cases where agreement from General Meeting is needed, the institution shall be signed for by the Chairman of the Board together with one member of the board. The Chairman, together with either the Vice Chairman or the Treasurer, is authorized to sign on behalf of the Board.
For purchasing, sale or mortgaging of real estate and giving somebody "Power of Attorney", the signature of all Board members is required.
The Board shall execute the overall management of the institution including its economy as stated in the statutes in hand, and in accordance with relevant laws and regulations.
§7
Accounts:
Every year before February 28th, the Treasurer must have a profit and loss account prepared as well as balance for the institution. The accounts shall be audited in accordance with current laws and regulations.
The auditing shall be terminated each year before March 15th, where upon the accounts are submitted to the Chairman for acceptance by the General Meeting.
The fiscal year is from January 1st to December 31st.
§8
Chanqes in the Statutes:
Changes of statutes can only take place if accepted by 2/3 of the members present at the General Meeting.
§9
Dissolution:
Decisions of dissolution of the EnergiESbjerg can only be taken at a General Meeting where minimum 2/3 of the members vote for the dissolution.
Surplus funds are to be donated to associations or institutions related to the industry, or to charity, as agreed on the General Meeting deciding the dissolution.
§10
Compliance with law:
EnergiESbjerg shall observe the laws, orders, regulations and other instruments having legal force, from time to time, in Denmark.
Esbjerg, March 2024
