Articles of association of Danmission 2016

Danmission Articles of association and regulations

Articles of association of Danmission ยง 1 Name and registered office 1.1

The name of the organisation is Danmission.

1 .2

The registered office of Danmission is in the municipality in which the head office is situated.

ยง 2 Object and basis 2. 1

The object of Danmission is to participate in the mission with preaching and service to all the people of the world to which Jesus Christ calls his church.

2.2

Danmission is an independent organisation of the established church and works on the basis of the Evangelical Lutheran denomination of the Danish National Church.

2.3

Danmission works in partnership with churches and organisations to meet its object.

ยง 3 Structure 3. 1

Danmission is based on the contributions of popular and church communities and individuals and their commitment in missionary groups, working groups, charity shops, religious communities and others.

3.2

Members of Danmission are the persons who individually join

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Danmission through payment of a membership fee. The membership fee is fixed by the board of representatives.

3.3

Members resign from Danmission by resigning their membership in writing or by not paying their membership fee within one calendar year.

3.4

Danmission is liable only to the extent of its assets at any given time.

3.5

No members can claim any share of the assets of Danmission and members are not liable for the obligations of Danmission.

3.6

The board of representatives is elected in accordance with Regulations for Danmission.

ยง 4 Board of representatives 4. 1

The board of representatives is the supreme authority of Danmission.

4.2

The board of representatives consists of at least 237 and at most 257 members who are elected in accordance with specific rules laid down in Regulations for Danmission.

4.3

Members of Danmission are eligible for the board of representatives.

The representatives must not be paid employees of Danmission with the exception of youth employees employed for a short term, such as volunteers, global storytellers and student assistants.

4.4

The board of directors participates in the meeting of the board of representatives with speaking rights.

4.5

The board of directors can invite special experts to participate in the meeting of the board of representatives with speaking rights.

4.6

Participation in the work of the board of representatives requires 3

personal attendance. Votes cannot be cast by proxy. Each representative has one vote.

4.7

The ordinary meeting of the board of representatives is held annually before the end of September.

4.8

The meeting of the board of representatives is convened by the board of directors at a notice of at least 15 weeks.

4.9

The agenda for the meeting of the board of representatives is sent out to the members of the board of representatives not later than eight weeks prior to the date of the meeting. Proposed resolutions that are requested to be included on the agenda must have been received by the chairman at the latest 10 weeks before the meeting of the board of representatives.

Proposed resolutions that are requested to be considered must be signed by at least five members of the board of representatives.

4 . 1 0 The agenda of the meeting of the board of representatives has the following items: 1. Election of a chairman of the meeting 2. Approval of the report of the board of directors on the work during the past year.

3. Approval of the audited financial statements 4. Proposed resolutions received 5. Approval of action plan and budget for future years 6. Election of members and alternates for the board of directors 7. Election of a state-authorised public accountant 8. Any other business 4. 1 1

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The decisions of the board of representatives are made by a simple majority of votes unless otherwise provided in the articles of association.

4. 1 1

In the event of equality of votes, the proposed resolution is regarded as having lapsed.

A ballot must be taken if this is requested by at least one member of the board of representatives or the board of directors.

4. 1 2

Resolutions can be adopted by three fourths of the votes cast.

Resolutions can be proposed at any time by the meeting of the board of representatives.

4. 1 3

Minutes are prepared of the decisions of the board of representatives with the main points of the debate. The minutes are signed by the chairman of the meeting.

4. 1 4

Extraordinary meetings of the board of representatives are held in accordance with the decision of the board of directors or when at least 45 representatives submit a written request in this respect to the board of directors stating proposed resolutions for consideration. After this, the meeting will be convened within four weeks at a notice of at least four weeks.

4. 1 5

The agenda of an extraordinary meeting of the board of representatives shall be published not later than two weeks before the holding of the meeting. Extraordinary meetings of the board of representatives generally follow the rules for the holding of ordinary meetings of the board of representatives with the exception of the requirement as to the items on the agenda.

ยง 5 Board of directors 5. 1

The board of directors is in charge of the activities of Danmission.

5.2

The board of directors consists of 12 members.

Nine members are elected by the board of representatives. Three members are elected by the board of directors. Through this election, it is secured that the board of directors has the necessary 5

expertise and general church representation.

5.3

The paid employees of Danmission elect two employee representatives who participate in the meetings of the board of directors.

Election and nomination rules for employee representatives are laid down by the board of directors. The employee representatives do not have voting rights.

5.4

Members of the National Church in Denmark and the National Church on the Faroe Island are eligible for the board of directors. The members of the board of directors must be members of Danmission and must not be paid employees of the organisation.

5.5

Proposals for candidates for the board of directors must have been received by the chairman not later than 10 weeks before the meeting and must be signed by at least five members of the board of representatives or be nominated by the board of directors.

5.6

The election period for members of the board of directors is three years. The board members may be re-elected up to three times.

5.7

The election between candidates nominated for the board of directors is by ballot and all candidates are elected simultaneously. On the ballot paper, each voting member must state as many names of candidates as should be elected. The candidates who thereby obtain the largest number of votes are elected for the board of directors. The candidates who are not elected are alternates in the order determined by the number of votes they received.

5.8

The election period starts after the closing of the meeting of the board of representatives.

5.9

At the first meeting after the meeting of the board of representatives, the board of directors elects its own chairman and deputy chairman.

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The chairman and the deputy chairman are elected by ballot. The most senior member of the board of directors shall preside over the balloting.

5 . 1 0 If a member of the board of directors elected by the board of representatives resigns from the board of directors the alternate first elected at the last meeting of the board of representatives shall join the board for the remaining part of the election period.

5. 1 1

If a member of the board of directors elected by the board of representatives resigns out of turn and there are no additional alternates, the alternates shall be supplemented at the next meeting of the board of representatives. In that case, the length of the election periods is determined by the number of votes so that the candidate receiving the largest number of votes sits for the longest period.

5. 1 2

If a member of the board of directors elected by the board of representatives is prevented from participating for more than six consecutive months an alternate shall be summoned during the period of absence.

5. 1 3

If a member of the board of directors elected by the board of directors resigns from the board, the board of directors shall elect a new member for the remaining part of the election period of the member in question.

5. 1 4

A period of less than two years as an alternate who has joined the board of directors is not included in the calculation of re-election periods.

5. 1 5

The board of directors lays down its own rules of procedure.

5. 1 6

The board of directors employs a secretary general to attend to the day-to-day management of Danmission. The terms of employment of the secretary general are laid down by the board of directors.

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5. 1 7

The board of directors appoints an executive committee and lays down the specific rules for its activities and powers. The board of directors appoints other committees according to need.

5. 1 8

The secretary general participates in the meetings of the board of directors and the executive committee without voting rights.

5. 1 9

The board of directors and the executive committee can hold meetings without employed employees.

ยง 6 Signing powers 6. 1

Danmission shall be legally bound by the joint signatures of the chairman or the deputy chairman and the secretary general.

The board of directors can grant powers of attorney.

ยง 7 Accounts and audits 7. 1

The financial year of Danmission follows the calendar year. The financial statements are signed by the secretary general and the board of directors.

7.2

The financial statements are audited by a state-authorised public accountant who is elected by the board of representatives for one year at a time.

ยง 8 Amendments to the articles of association 8. 1

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Amendments to the articles of association can be made at an ordinary meeting of the board of representatives when at least half of the members of the board of representatives are present and two

thirds of these members vote for the amendment.

ยง 9 Merger 9. 1

Danmission can be merged with one or more organisations through the adoption by the board of representatives of a proposed resolution prepared by the board of directors. Adoption requires that at least half of the members of the board of representatives are present and that two thirds of these members vote for the merger.

ยง 10 Dissolution 1 0. 1

Danmission can be dissolved after a proposed resolution in this respect has been adopted at an ordinary meeting of the board of representatives by three fourths of the votes cast. The adoption must subsequently be confirmed at an extraordinary meeting of the board of representatives by two thirds of the votes cast. This extraordinary meeting of the board of representatives shall be held at least two and at most six months after the ordinary meeting.

1 0.2

If Danmission is dissolved, the remaining assets shall in accordance with the decision of the board of representatives be transferred to a different organisation or a religious society which is domiciled in Denmark or in an EU/EEA country that performs related work and which is a non-profit entity.

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Regulations for danmission ยง 1 Organisation 1.1

The organisation is based on the activities of popular communities and individuals. These are organised in accordance with the division into dioceses of the Danish National Church and in charity shop work, youth work as well as country branches and work branches, respectively.

ยง 2 Danmission in the diocese 2. 1

Danmission is organised in accordance with the division into dioceses of the Danish National Church.

2.2

The existing branch, branch federation and district structure is connected to the board of directors of the diocese in respect for local wishes and traditions. These structures are self-organising. The board of directors of Danmission is authorised to regulate the local work structures that overlap the diocese boundaries and decide how the voting rights at the annual meetings of the diocese should be distributed.

2.3

The diocese activities are managed by a board of directors of six members.

2.4

The main task of the board of directors of the diocese is to give inspiration to and take new initiatives to strengthen the work of Danmission in the diocese. The board of directors of the diocese arranges an annual meeting in the diocese as well as a pre-meeting before the meeting of the board of representatives and together

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with the members in the diocese finds candidates for the board of representatives.

The board of directors of the diocese may enter into cooperation with other committees of the Danish National Church in the diocese.

2.5

The board of directors of the diocese convenes an annual meeting in the diocese that is held before the end of April. Individual members are convened personally.

2.6

All members of Danmission in the diocese who have personally participated in an activity that supports the work of Danmission or have made a financial contribution of at least DKK 500 to the work of Danmission have voting rights at the annual meeting. The board of directors of the diocese may demand documentation for the above.

2.7

The agenda for the annual meeting in the diocese has the following items: 1. Election of a chairman of the meeting 2. Election of a minute-keeper 3. Report on the year’s work in the board of directors of the diocese for approval 4. Briefing on the work in the diocese for discussion 5. Discussion of the work of the coming year 6. Presentation of financial statements for approval 7. Election of members and alternates for the board of directors of the diocese.

8. Election of representatives and alternates for the board of representatives of Danmission.

9. Election of an auditor 10. Any other business

2.8

The annual meeting of the diocese elects the board of directors of the diocese that consists of six members. Election for the board of directors of the diocese is held annually. Two members resign an11

nually by turns. The election period for board members is three years. The board members may be re-elected up to three times.

The candidates who are not elected are alternates of the board of directors of the diocese and the board of representatives in the order that is determined by the number of votes for them. The board of directors of the diocese elects its own chairman, deputy chairman, secretary and treasurer.

2.9

The members of the board of directors of the diocese must meet the conditions in sub-clause 4.3 of the articles of association.

2. 1 0

The board of directors of the diocese lays down its own rules of procedure.

2. 1 1

The board of directors of the diocese holds at least two meetings annually.

2. 1 2

The six members elected for the board of directors of the diocese are members of the board of representatives. In addition to this, Danmission has two permanent seats in the diocese and is also allocated an additional number of seats on the board of representatives via an allocation key. This number is revised every three years; see sub-clause 2.14.3. Every year, an election is held for the board of representatives where one third of the members resign by turns.

The candidates who are not elected are alternates in the order determined by the number of votes they received.

2. 1 3

The election period is three years.

2. 1 4

The allocation of representatives is calculated as follows:

2 . 1 4 . 1 Permanent representation of the diocese 8 seats.

2 . 1 4 .2 The National Church on the Faroe Islands 2 seats.

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2 . 1 4 . 3 The other seats (90) are allocated on the basis of the activity level of the diocese which is calculated by the administration on the basis of the number of members and the amount collected in the diocese. The calculation is adjusted every three years.

ยง 3 Charity shop work 3. 1

The charity shop work has its own structure in three areas: North and Central Jutland, Funen and South Jutland as well as East of the Great Belt. At the annual meeting in these areas, a charity shop council of five members is elected. The charity shop work has 55 seats on the board of representatives. The 15 members of the charity shop councils are as such also elected to the board of representatives of Danmission. In addition to this, 40 representatives are elected.

The distribution of these mandates is adjusted every three years by the administration according to the income of the charity shop areas.

3.2

The members of the charity shop councils must meet the conditions in sub-clause 4.3 of the articles of association.

ยง 4 Youth work 4. 1

The youth work is organised on the basis of one or more youth committees. At an annual joint meeting, 10 members of the board of representatives are elected.

ยง 5 Country branches and work branches 5. 1

The board of directors is authorised to fill a maximum of 20 seats for country branches and large work branches that meet the criteria of sub-clause 5.2.

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5.2

Country branches and work branches that meet the following criteria elect one member each for the board of representatives: Country branches must consist of at least 30 members who follow the work in a country in which Danmission is currently working.

Country branches must be nationwide. Work branches must be nationwide or be of importance on a nationwide scale.

Work branches must have a turnover or represent a work value of at least DKK 100,000 annually.

Country branches and work branches must have terms of reference approved by the board of directors.

ยง 6 Amendment to regulations 6. 1

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The regulations may be amended at an ordinary meeting of the board of representatives when at least half of the votes cast are in favour of the amendment and at least half of the members of the board of representatives were present.

Articles of association and regulations are: - Approved at the extraordinary meetings of the board of representatives of Dansk Santalmission (Danish Santal Mission) and Det Danske Missionsselskab (The Danish Missionary Society, DMS) on 12 November 1999.

- Revised at the meeting of the board of representatives of Danmission on 7 - 8 September 2000.

- Revised at the meeting of the board of representatives of Danmission on 8 - 9 September 2001.

- Revised at the meeting of the board of representatives of Danmission on 4 - 5 September 2004.

- Corrected in July 2005.

- Revised at the meeting of the board of representatives of Danmission on 2 - 3 September 2006.

- Revised at the meeting of the board of representatives of Danmission on 1 - 2 September 2007.

- Revised at the meeting of the board of representatives of Danmission on 31 August - 1 September 2013.

- Revised at the meeting of the board of representatives of Danmission on 3 - 4 September 2016.

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Strandagervej 24 dk-2900 Hellerup PHONE. 3962 9911 / fax 3962 0206 mail: danmission@danmission.dk www.danmission.dk

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