Bylaws 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 (non-profit) association that is not engaged in commerce or industry.

1.3 Liability

The association is liable with its assets for the fulfilment of the obligations entered into the association. Members of the association are not liable for the obligation’s incumbent on the association.

1.4 Registered office

The association’s registered is in the City of Copenhagen, where the association has its headquartered. The association will be represented throughout Denmark with 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 health technology to bridge, 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 Financial operation

The association does not aim to promote the economic interests of its members through business activities, and the members have no claim do dividends. The funds of the association must be managed with the aim of initiating activities on an economically sound basis with a focus on cost awareness and efficient use of funds.

2.3 Activities

The association can promote its purpose by focusing on the following activities:

Supporting a strong knowledge bridge from research and development to the market.
Supporting knowledge sharing between companies, knowledge institutions, public partners, etc.
Working for access to soft and hard funding for innovation and growth.
Promoting entrepreneurship and cooperation between actors in the ecosystem.
Supporting access to global markets, knowledge environments, and investment environments for companies in Denmark.
Supporting the use of digital technologies and health data.
Promoting 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 can enter into cooperation agreements and engage in other financing models.

2.5 Public-private cooperation

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

3. Membership

3.1 Enrolment

All can and must be admitted as members of the association, including public authorities, organizations, institutions, universities, and private companies. Membership requires payment of a membership fee upon enrolment. The board lays down detailed rules for this.

3.2 Loyalty

Members must always act loyally towards the association and adhere to the association’s purpose. Members must not damage or harm the association or its reputation.

3.3 Duration

Membership is signed for at calendar year at a time.

3.4 Membership fee

The membership fee is set annually by the board, with variations for different membership groups. Information about the upcoming year’s membership fee will be announced no later than at the same time as the annual general assembly, according to article 11. Members who fail to pay their membership fees after receiving two reminders will have their memberships automatically cancelled, although 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 assembly

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 Ordinary general assembly

The ordinary general assembly is held once a year before the end of April.

4.3 Agenda

The agenda of the ordinary general assembly must at least include the following items:

Formalities.
The board’s report on the association’s activities.
Presentation and approval of the annual report.
Composition of the board.
Election of auditor.
Consideration of proposals received.
Any other business.

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

4.4 Summons

The general assembly is convened and organized by the board. The board can decide that the general assembly will be held electronically and indicate this in the notice, including specifying the electronic medium to be used. The general assembly is convened with at least four weeks’ notice. The notice must be in writing and state the time and place of the general assembly. The final agenda is sent to the members at least two weeks before the meeting, specifying which topics to be discussed at the general assembly.

4.5 Extraordinary general assembly

The board must convene an extraordinary general assembly if at least four members of the board request it, and it must be convened when at least 10% of the members of the association or the auditor have submitted a written request with a precise indication of the agenda. The extraordinary general assembly must be held no later than six weeks after the written request has been received by the board. The extraordinary general assembly is convened with at least two weeks’ written notice and accompanied by an agenda.

4.6 Right of audience and power of attorney

All members who are not in arrears with the fee at the time of the general assembly are entitled to attend and vote at the general assembly. The association keeps a registration list with the names of attendees. A member who is unable to attend the general assembly may be represented by a proxy, including other attending members or a member of the board authorized to vote on the member’s behalf. A member may attend with an advisor.

4.7 Electronic communications

The association uses electronic communication with its members in all matters. Members must, therefore, provide the email address to be used for notifications, etc., upon enrolment, cf. item 3.1. It is the member’s responsibility to ensure that the association always has the correct email address.

4.8 Voting

Each member has one vote at the general assembly. The general assembly makes decisions on all matters by a simple majority, except for the following decisions, which require a qualified majority of 4/5 of the attending eligible voting members:

Amendment of the association’s articles of association.
Dissolution of the association.
Change in the number of board members and/or change in the election of board members and chairmanship (even if members who would lose access to elect board members and/or chairmanship might vote against the proposal).

The qualified majority changes from 4/5 to 2/3 of the attending eligible voting members as of 1 June 2023.

4.9 Conductor and protocol

The general assembly is presided over by a conductor appointed by the chairmanship of the board. The conductor must ensure that the general assembly is held responsibly and appropriately. The general assembly is documented in a minute signed by the conductor. The conductor appoints the recorder.

5. Governing body

The association is governed by a board. The board constitute itself after the ordinary general assembly in accordance with article 5.2.

5.2 Composition

The board consists of up to 16 members, including the chairperson and 3 vice chairpersons. It should be aimed at having a geographically balanced representation that reflects the association’s presence in Denmark. It aims to have a balanced representation of both genders to promote equality (addition approved at the general assembly on 29 April 2025).

Only members of the association can be elected to the board [addition approved at the general assembly on 29 April 2025]. The association’s CEO cannot be elected to the board. The composition of the board is determined at the ordinary general assembly by elections among the various membership groups as follows:

3 board members (incl. 2nd vice-chairperson) 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-chairperson) 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), Medtech Denmark (Medicoindustrien), Danish Care, and The Danish Association of the Pharmaceutical Industry (LIF). At least 4 of these board members must be business leaders (including the chairperson), and the company for which they are business leaders must be members of the association.

The individual groups of members elect board members by simple majority unless the group has agreed otherwise internally. Each member group can hold an election meeting according to the same rules as the ordinary general assembly, cf. article 4, if deadlines and formal requirements can be disregarded by agreement.

Each membership group must nominate or appoint board members no later than three weeks before the general assembly is held, cf. article 4, to achieve a balanced gender distribution and inform the association in writing. If a balanced gender distribution is not achieved after the primary appointment, the membership group(s) that appointed the overrepresented gender will be asked to appoint another candidate of the underrepresented gender no later than two weeks before the general assembly is held and inform the association in writing. If a membership group cannot or will not ensure this, the composition remains as originally elected, and this is documented in the minutes of the general assembly [addition approved at the general assembly on 29 April 2025].

The individual groups of members can also, during the association year, replace the members elected by them according to these rules, especially in case of permanent or long-term absence.

5.3 Election period

All board members are elected for a term of two years with the option of re-election. At the first election (in 2021) the following board members are elected for 1 year (i) 2 of the board members elected by the universities [amendment approved at the general assembly on 25 April 2023, so that universities have two out of three board positions up for election 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 assembly. Election of a new board member during the term of office, e.g., upon resignation, is elected for the remaining term of office.

5.4 Publicity

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

5.5 Quorum

The board has decision-making capacity when the chairperson or one of the vice-chairpersons 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 board 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 a chairperson and three vice-chairpersons. The chairperson 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 first vice-chairperson is the board member elected by the Danish public regions. The second vice-chairperson 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 third vice-chairperson 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 by the chairperson, who must ensure that the board makes decisions on an informed basis. The chairperson calls for board meeting as needed. If the chairperson becomes due, the first vice-chairperson, alternatively the second and then the third vice-chairperson, steps in for the chairperson.

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 chairperson’s vote is decisive. In the absence of the chairperson, the vice-chairperson who presides over the meeting, cf. article 5.7., has the decisive vote.

5.9 Order of association

The board must draw up rules of procedure for the board. The rules of procedure must not conflict with the statutes.

5.10 Executive committee

The board appoints an executive committee, which meets more frequently than the board, consisting of the chairmanship. The executive committee acts in accordance with the rules of Procedure, cf. article 5.8. All significant decisions must be presented to the board for adoption.

5.11 Tasks

The board must set overall guidelines for the association’s activities to realize the purpose of the association. The board must ensure that a strategy, goals, and visions for the association are prepared, which must be updated regularly.

The board is responsible for ensuring that the association’s activities fall within the association’s purpose and that the timetable and budget are adhered to. The board makes decisions on, among other things, strategic and political matters relevant to the association, as well as dispositions of exceptional nature or scope. The board oversees whether the association’s financial situation is sound and ensures that the accounting and asset management are controlled in a satisfactory manner given the association’s circumstances.

5.12 Honorary

Board members do not receive remuneration. However, the chairmanship may receive remuneration, which must be approved by the general assembly in connection with the annual report.

6. Daily Management

6.1 Executive board

The board appoints a CEO who manages the day-to-day operations of the association. The CEO must follow the guidelines and instructions given by the board. The CEO is responsible for the ongoing administration of current 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. Conflict of interest

7.1 Conflict of interest

Members of the board, the CEO, members of the secretariat, and others associated with the association must not participate in the handling of matters (i) concerning agreements between the association and the individual themselves or the organization they represent, (ii) concerning legal action against the individual themselves, or (iii) concerning agreements between the association and third parties or legal action against third parties if the individual has a significant interest therein that may conflict with the association’s interests.

7.2 Duty to report

Board members and the CEO are obliged to inform the chairmanship of any matter that may give rise to a discussion of conflict of interest.

8. Confidentiality

8.1 Direct confidentiality

When performing duties as a board member, CEO, or other trusted position, confidentiality applies, cf. article 5.4.

8.2 Indirect confidentiality

If a member of the association receives confidential information from board members in connection with reporting under article 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 provide this information, including if rules of the Public Information Act or the Public Administrative Act require disclosure of such information.

9. Signing authority

9.1 Signing authority

The association is signed by the chairperson of the board and the CEO of the association jointly, by the CEO of the association and two vice-chairpersons jointly, or by the entire board.

10. Accounting

10.1 Financial year

The association’s financial year is the calendar year. The first financial year runs from the time of the association’s founding until 31 December 2021.

10.2 Audit

The association’s annual report must be audited by an auditor elected by the general assembly.

11. Exclusion

11.1 Justification

The board can propose to the general assembly that the general assembly exclude a member of the association if members do not fulfil the obligations associated with membership or act to the detriment of the association.

11.2 Procedure

The board must submit a proposal to first coming ordinary general assembly after circumstances justifying exclusion have been established. Alternatively, the board can choose to call an extraordinary general assembly.

12. Dissolution

12.1 Process

Proposals for dissolution of the association are made at the general assembly, cf. article 4.8. Dissolution of the association must be carried out in accordance with the rules of the Companies Act with adjustments reflecting the nature of the association.

12.2 Termination

Upon termination of the association, the liquidator must appropriately inform creditors to address any claims against the association. Remaining assets after liquidation are distributed in accordance with the association’s purpose and as decided by the liquidator.

Thus, adopted at the association’s founding general assembly on 24 November 2020, and signed by the conductor, Jess Thiersen, attorney

See membership benefits See prices and terms Become a member

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:

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