By-laws for Danish Life Science Cluster

1. Name, etc.

1.1 Name
The name of the association is Danish Life Science Cluster.

1.2 Status
The association is an ordinary (ideal) association that is not engaged in commerce or industry.

1.3 Liability
The association is liable with its assets for the fulfillment of the obligations entered into by the association. The members of the association are not liable for the obligations incumbent on the association.

1.4 Seat
The seat of the association is the City of Copenhagen, where the association is headquartered. The association will be represented throughout Denmark by a hub in Aalborg, Aarhus, Odense, and Copenhagen.

2. Purpose, etc.

2.1 Purpose
The main purpose of the association is within life science and welfare technology to build bridges, establish innovation projects, and create networks between companies, knowledge environments, and organizations responsible for health and care to convert research and knowledge created at universities, clinics, approved technological institutes and other knowledge institutions into new and better commercial solutions and products for the benefit of companies and citizens throughout Denmark.

2.2 Economical operation
The association does not aim to promote the member’s economic interests through business operations, and the members have no right to claim for distribution. The funds of the association must be administered to initiate activities on a financially sound basis with a focus on cost awareness and efficient use of funds.

2.3 Activities
The association can further its purpose by focusing on, e.g., the following activities:

Support a strong knowledge bridge from research and development to the market.
Support knowledge sharing between companies, knowledge institutions, public partners, etc.
Work for access to soft and hard funding for innovation and growth.
Promote entrepreneurship and cooperation between actors in the ecosystem.
Support access to global markets, knowledge environments, and investment environments for companies in Denmark.
Support the use of digital technologies and health data.
Promote innovation collaborations on personalized treatment.
Promote the green (sustainable) transition.

2.4 Financing
The association is financed through membership fees, grants, and donations, including grants and donations from members. The association may enter into cooperation contracts and enter into other financing models.

2.5 Public-private cooperation
It is essential to fulfill the association’s purpose that the association constantly supports, facilitates, and enables cooperation between private and public parties.

3. Membership

3.1 Enrolment
As a member of the association, everyone can and must be admitted, including public authorities, organizations, institutions, universities, and private companies. Membership requires payment of a membership fee upon joining. The Board of Directors lays down detailed rules for this.

3.2 Loyalty
Members must at all times act loyal to the association and comply with the association’s purpose. Members must not damage the association or its reputation.

3.3 Duration
Membership is subscribed for 1 year at a time.

3.4 Quota
Membership fees are set annually by the Board of Directors, as membership fees may vary for member groups. Information about the coming year’s membership fee will be provided no later than at the same time as the annual general meeting, cf. section 11. Members who, after two demands, do not pay membership fees are automatically canceled, but the obligation to pay remains.

3.5 Resignation
If a member does not wish to continue membership, this must be notified to the association’s secretariat no later than three months in advance of a new calendar year.

4. General Meeting

4.1 Competence
The General Assembly is the highest authority of the association. The General Assembly has the power to decide on any matter.

4.2 Annual General Meeting
The annual general meeting is held once a year before the end of April.

4.3 Agenda
The agenda of the annual general meeting shall contain at least the following items:

Formalities.
The Board’s report on the association’s activities.
Representation and approval of the annual accounts.
Composition of the Board of Directors.
Election of auditor.
Consideration of proposals received.
Any other business.

Proposals to be included on the agenda must be received by the association in writing form no later than three weeks before the general meeting is held. No decision may be taken at the general meeting on matters other than those on the agenda or matters which naturally have a connection with them.

4.4 Summons
The general meeting shall be convened and organized by the Board of Directors. The Board of Directors may decide that the general meeting shall take place electronically. The notice to the general meeting shall in that case indicate this and specify which electronic medium is used. The general meeting shall be convened with at least four weeks’ notice. The notice of the meeting must be in writing and state the time and place of the general meeting. The final agenda is sent to the members at least two weeks before the meeting, specifying which topics are to be discussed at the general meeting.

4.5 Extraordinary General Meeting
An extraordinary general meeting must be convened by the Board of Directors if at least four members of the Board of Directors so wish and must be convened when at least 10% of the members of the association or the auditor have submitted a written request to this effect with a precise indication of the agenda. The extraordinary general meeting shall be held no later than six weeks after the written request has reached the Board of Directors. An extraordinary general meeting shall be convened with at least two week’s written notice and shall be accompanied by an agenda.

4.6 Right of audience and power of attorney
All members whose membership dues are not in arrears at the time of the general meeting can attend and vote at the general meeting. The association keeps a registration list with the names of the participants. A member who is unable to attend the general meeting may appear by proxy, including authorizing other members or a member of the Board of Directors to vote on behalf of the member. A member may meet with a counselor.

4.7 Electronic Communications
The association uses electronic communication with its members in all circumstances. When registering, cf. section 3.1, members must state which e-mail address is to be used for messages, etc. It is the member’s responsibility to ensure that the association has the correct email address at all times.

4.8 Voting
Each member has one vote at the general meeting. The general meeting decides on all matters by simple majority. Exception are the following decisions that are taken by a qualified majority of 4/5 of the voting members present:

Amendment of the association’s Articles of Association.
Dissolution of the association.
Change in the number of members of the Board of Directors and/or change in the election of board members and Chairmanship (regardless of whether members who thereby lose the right to elect board members and/or the Chairmanship may vote against the proposal).

As of the June 1st, 2023, the qualified majority will change from 4/5 to 2/3 of the voting members present.

4.9 Conductor and protocol
The general meeting is presided over by a conductor appointed by the Chairmanship of the Board of Directors. The conductor must ensure that the general meeting is held responsibly and appropriately. The general meeting is documented in a minute and signed by the conductor. The conductor appoints the rapporteur.

5. Board of Directors

5.1 Management Body
The association is managed by a Board of Directors. The Board of Directors shall constitute itself after the annual general meeting by Article 5.2.

5.2 Composition
The Board of Directors consists of up to 16 members, including the Chairman of the Board and 3 Vice-chairmen. It should be aimed that the Board has a geographically balanced representation that reflects the association’s prevalence in Denmark.

The CEO of the association cannot be elected to the Board. The composition of the Board of Directors takes place at the annual general meeting by an election between the various member groups as follows:

3 board members (incl. 2nd Vice-chairman) are elected by the members who are universities.
1 board member is elected by the members who are GTS Institutes (The Danish system of research and technology organizations).
1 board member is elected by the members who are university colleges.
1 board member (1st Vice-chairman) is elected by the members who are Danish public regions.
1 board member is elected by the members who are municipalities.
1 board member is elected by the member Danish Medical Societies (LVS).
2 board members are elected by the members who are private companies.
6 board members are elected by the members: Danish Industry (DI), Danish Chamber of Commerce, Danish Bio – Dansk Biotek, Medicoindustrien –
Medtech Denmark, Danish Care, and The Danish Association of the Pharmaceutical Industry (Lif). At least 4 of these board members must be business leaders (including the Chairman), and the company for which they are business leaders must be members of the association.

The individual member groups elect board members by simple majority unless the group has agreed otherwise internally. Each member group may hold an election meeting by the same rules as for the ordinary general meeting, cf. 4, as deadlines and formal requirements can be ignored by agreement. By this set of rules, the individual member groups may also choose to replace member(s) chosen by them during the year of the association, especially in the event of permanent or prolonged decay.

5.3 Election Period
All board members are elected for 2 years with the option of re-election. At the 1st election (in 2021) the following board members are elected for 1 year (i) 2 of the board members elected by the universities [at the 2023 general meeting an amendment is approved, allowing universities to have 2 two out of 3 board members on elections in odd years], (ii) 1 of the members elected by the private companies, (iii) 3 of the members elected of Danish Industry (DI), Danish Chamber of Commerce, Danish Bio – Dansk Biotek, Medicoindustrien – Medtech Denmark, Danish Care, and The Danish Association of the Pharmaceutical Industry (Lif), (iv) the member elected by the municipalities, and (v) the member elected by the Danish Medical Societies (LVS). All other members are at the 1st election elected for 2 years. At all following elections board members are elected for 2 years, hereby half of the Board will be elected at each ordinary general meeting. Election of a new board member during the term of office, e.g., upon resignation, is elected for the remaining term of office.

Arpil 25 2023: The general assembly approves the amendment of article 5.3 Election period, so that (i) the universities have two out of three board positions up for election in odd-numbered years.

5.4 Publicity
The board meetings are not open to the public unless the Board of Directors decides otherwise. Any member of the Board may report to the member of the association to whom he/she is employed and who has been instrumental in electing the member to the Board, however, the Board of Directors may impose confidentiality on specific decisions. Such confidentiality is subject to those in section 8 stated exceptions.

5.5 Quorum
The Board of Directors has decision-making capacity when the Chairman or one of the Vice-chairmen and at least 2/3s of the members of the Board are present, including when using electronic media. Important decisions cannot be made unless all members have access to participate in the proceedings. A member of the Board cannot give power of attorney to other board members.

5.6 Chairmanship
The Chairmanship consists of 1 Chairman and 3 Vice-chairmen. The Chairman is elected by Danish Industry (DI), Danish Chamber of Commerce, Danish Bio – Dansk Biotek, Medicoindustrien – Medtech Denmark, Danish Care, and The Danish Association of the Pharmaceutical Industry (Lif) among the members of the Board who are business leaders in a private company. The 1st Vice-chairman is the board member elected by the Danish public regions. 2nd Vice-chairman is elected by the board members who are universities, GTS Institutes, and university colleges in connection with their election of members to the board. The 3rd Vice-chairman is elected by the members who are private companies in connection with their election of members to the board.

5.7 Board Meetings
Board meetings are chaired by the Chairman of the Board, who must ensure that the Board makes decisions on an informed basis. The Chairman convenes a board meeting as needed. If the Chairman becomes due, the 1st Vice-chairman, alternatively the 2nd and then the 3rd Vice-chairman shall take the place of the Chairman.

Board meetings are chaired by the Chairman, who must ensure that the Board makes decisions on an informed basis. The Chairman of the Board calls a board meeting as necessary. If the Chairman is absent, the 1st Vice-chairman, alternatively the 2nd and then the 3rd Vice-chairman takes the Chairman’s place.

5.8 Voting and Voting Rights
All board members have the right to speak during board meetings. Each board member, including the Chairmanship, has a vote on board meetings. In the event of a tied vote, the Chairman’s vote is decisive. In the absence of the Chairman, the Vice-chairman who presides over the meeting, cf. 5.7., has the decisive vote.

5.9 Order of Association
The Board of Directors must draw up rules of procedure for the Board of Directors. The rules of procedure must not conflict with the statutes.

5.10 Business Committee
The Board of Directors establishes a business committee that meets more often than the Board of Directors and consists of the Chairmanship. The Business Committee acts by the Rules of Procedure, cf. 5.8. All significant decisions must be submitted to the Board of Directors for adoption.

5.11 Tasks
The Board of Directors must establish general guidelines for the association’s activities to realize the purpose of the association. The Board of Directors must ensure that a strategy, goals, and visions are prepared for the association, which must be constantly updated.
The Board of Directors is responsible for ensuring that the association’s activities are within the association’s objectives, as well as compliance with the schedule and budget. The Board of Directors decides, among other things, strategic and political matters relevant to the association as well as dispositions of unusual nature or scope. The Board of Directors oversees whether the association’s financial position is sound, and the Board of Directors ensures that the accounting and wealth management is controlled in a manner satisfactory to the association’s circumstances.

5.12 Honorary
Board members do not receive fees. However, the Chairmanship may receive fees, which must be approved by the General Assembly in connection with the annual report.

6. Daily Management

6.1 Executive Board
The Board of Directors hires a CEO who is responsible for the day-to-day management of the association. The CEO must follow the guidelines and instructions given by the Board. The CEO is responsible for the ongoing administration of activities.

6.2 Secretariat
The CEO is the head of the association’s employees, who will be geographically located in Aalborg, Aarhus, Odense, and Copenhagen (hubs).

6.3

The four hubs must ensure national coordination and coherence in the task solution, and each hub must be staffed to effectively lift the association’s tasks in the respective geographical areas.

7. Incompatibility

7.1 Conflict of interest
Members of the Board of Directors, the CEO, members of the Secretariat, and others associated with the association may not participate in the consideration of questions (i) about agreements between the association and the person or organization representing them, (ii) for actions against the person concerned, or (iii) for agreements between the association and third parties or actions against 3. parties if the person has a substantial interest therein, that may conflict with the interests of the association.

7.2 Notification Obligation
Board members and the CEO are obliged to inform the Chairmanship of any matter which may give rise to a discussion of incompatibility.

8. Confidentiality

8.1 Direct confidentiality
When performing duties as a board member, CEO, or other trust, confidentiality applies, however, cf. 5.4.

8.2 Indirect confidentiality
If a member of the association receives confidential information from board members in connection with reporting under clause. 5.4, the member must respect the duty of confidentiality.

8.3
The direct and indirect duty of confidentiality does not apply if legislation or public law rules require the person or member concerned to disclose this information, including if rules of the Public or Administrative Act require disclosure of such information.

9. Signing Privilege

9.1 Signing privilege
The association is signed by the Chairman of the Board of Directors and the CEO of the association; by the CEO of the association and two Vice-chairmen; or by the entire Board of Directors.

10. Accounting conditions

10.1 Financial year
The association’s financial year is the calendar year. The 1st financial year runs from the time of the association’s founding until December 31, 2021.

10.2 Revision
The association’s annual report must be audited by an auditor elected by the General Assembly.

11. Exclusion

11.1 Justification
The Board of Directors may recommend to the General Assembly that the General Assembly expel a member of the association if members do not fulfill the obligations associated with membership or who act to the detriment of the association.

11.2 Process
The Board of Directors must make a recommendation at the first coming annual general meeting after circumstances have been found that justify exclusion. Alternatively, the Board of Directors may choose to convene an extraordinary general meeting.

12. Resolution

12.1 Process
Proposals for dissolution of the association are made at the general meeting, cf. also section. 4.8. The resolution of the association must be by the rules of the Companies Act with the adjustments that follow from the nature of the association.

12.2 Termination
Upon termination of the association, the liquidator must appropriately alert creditors to make any outstanding claims against the association. The remaining assets after the liquidation have been completed are distributed by the purpose of the association and as decided by the liquidator.

Thus, adopted at the association’s founding general meeting on November 24th, 2020, and signed by the conductor, Lawyer Jess Thiersen.

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Are you interested in a Membership?

If you have any questions or are interested in becoming a member of Danish Life Science Cluster, please contact:

Jens Just, jj@danishlifesciencecluster.dk, T. +45 5151 0466.

Lotte Aagard Kappel, lok@danishlifesciencecluster.dk, T. +45 2346 3260.