The Association By-Laws
Danish Life Science Cluster is an association based on a set of by-laws that sets out the guidelines for the association’s work. The by-laws were passed at the association’s founding general meeting on the 24th of November, 2020.
1. Name, etc.
The name of the association is Danish Life Science Cluster.
The association is an ordinary (ideal) association that is not engaged in commerce or industry
The association is liable with its assets for the fullment of the obligations entered into by the association. The members of the association are not liable for the obligations incumbent on the Association
The seat of the association is the City of Copenhagen, where the Association is headquartered. The association will be represented throughout Denmark at a hub in Aalborg, Aarhus, Odense and Copenhagen.
2. Purpose, etc.
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 organisations responsible for health and care in order to convert research and knowledge created at universities, clinics and at the approved technological institutes and other knowledge institutions into new and better commercial solutions and products for the benet of companies and citizens throughout Denmark.
2.2 Economical operation
The association does not aim to promote the members’ economic interests through business operations, and the members have no right to distribution. The associations funds must be administered with a view to initiating activities on a nancially justiably basis with a focus on cost awareness and an ecient use of funds.
The association can further its purpose by focusing on, for example, the following activities:
- Support a strong knowledge bridge from research and development to the market.
- Support knowledge sharing between companies, knowledge institutions and public partners, etc.
- Work for access to soft and hard capital for innovation and growth.
- Promote entrepreneurship and cooperation between ecosystem actors.
- Support access to global markets, knowledge 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 transition.
The association is nance through membership fees as well as by grants/donations, including from members. The association may enter into cooperation contracts and enter into other financing models.
2.5 Public-private cooperation
It is essential in fullling the association’s purpose that the association constantly support, facilitates and enables cooperation between private and public parties.
As a member of the association, everyone can and must be admitted, including public authorities, organisations, institutions, universities, and privat companies. Membership requires payment of membership fees upon joining, as the Board of Directors lays down detailed rules for this.
Members must at all times act loyally to the association and comply with the association’s purpose. Members must not damage the association or its reputation.
Membership is subscribed for one calendar year at a time.
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 cancelled, but the obligation to pay remains.
If a member does not wish to continue membership, this must be notified to the associations secretariat no alter than three months in advance of a new calendar year.
4. General Meeting
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.
The agenda of the annual general meeting shall contain at least the following items:
- The board’s report on the associations activities
- Presentation and approval of annual report
- 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 no later than three weeks before the genereal 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.
The general meeting shall be convened and organised by the Board of Directors. The Board of Directors may decide that the general meeting shall take place electronically, and shall in that case indicate this in the notice convening the meeting below, specifying which electronic medium is used. The general meting shall be convened with at least four weeks’ notice. The notice convening themeeting must be in writing and state the time and place of the general meeting. The nal agenda for the general meeting is sent to the members at least two weeks before the meeting, which species 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 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 weeks’ written notice and shall be accompanied by an agenda.
4.6 Right of audience and power of attorney
All members who are not in arrears of membership fees at the time of the general meeting are entitled to 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 counselor.
4.7 Elektronisk kommunikation
In all circumstances, the association uses electronic communication with its members. When registering, cf. section 3.1, members must therefore state which e-mail address is to be used for messages, etc. It is the member’s responsibility to ensure that the association is in possession of the correct email address at all times.
Each member has one vote at the general meeting. The general meeting decides on all matters bysimple majority, except that the following decisions are taken by a qualied majority of 4/5 of the voting members present:
- Amendment of the associations statues
- 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 Presidency may vote against the proposal)
As of the 1th of June 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 chairman appointed by the chairmanship of the Board of Directors. The chairman must ensure that the general meeting is held in a responsible and appropriate manner. The general meeting is documented in minutes signed by the chairman. The conductor shall appoint 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 in accordance with Article 5.2.
The Board of Directors consists of up to 16 members, including the Chairman of the Board and three Vice-Chair persons. It should be aimed that the board has a geographically balanced representation that reflects the association’s prevalence in Denmark.
The director of the association cannot be elected to the board. The composition of the Board of Directors takes place at the Annual General Meeting, at election between the various member groups as follows
- 3 board members (incl. 2nd Vice President) is elected by the members who are universities
- One board member is elected by the members who are GTSs
- One board member is elected by the members who are professional colleges
- One board member (1st Vice Chairman) is elected by the members who are from the regions
- One board member is elected by the members who are from the municipalities
- One board member is elected by the members who are Medical sciences (LVS)
- As of the Annual General Meeting 2023, two members of the Board of Directors are elected by the members who are private companies. Until then, these two board members are elected (incl. 3rd Vice President) by Welfare Tech, MedTech Innovation consortium and Life Science Innovation North Denmark
- Six board members are elected by members DI, Danish Chamber of Commerce, Danish Bio Medicoindustrien, Danish Care and Lif. Of these board members, at least 4 must be business leaders (including the chairman), where the companies for which they are business leaders must be members of the Association.
The individual groups of members elect board members by a simple majority of votes unless the group has agreed otherwise internally. Each member group may hold an election meeting in accordance with the same rules as for the ordinary general meeting, cf. 4, as deadlines and formal requirements can be ignored by agreement. In accordance with this set of rules, individual groups of members may also choose to replace the member (s) chosen by them during the year of association, especially in the event of permanent or prolonged
5.3 Election Period
All board members are elected for a term of 2 years with the option of re-election. At the rst election(2021), 1 year (i) 2 of the board members elected by the universities [at the 2023 general meeting, amendment is approved, so the universities have 2 two out of 3 board positions on elections in odd years], (ii) 1 of the members elected by the companies, (iii) 3 of those of DI, Danish Business, Danish Bio, Medicoindustrien, Danish Care and Lif. elected members, (iv) the member elected by the municipalities, and (v) the member elected by the Medical Sciences. The other members are elected for the first election for 2 years, and all future elections are for 2 years, so that half of the board will be elected at each ordinary general meeting. Re-election of a board member during the term of office, for example, upon resignation is for the remaining term of office.
The board meetings are not open to the public unless the board decides otherwise. Any member of the Board of Directors 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 of Directors, however, the Board of Directors may impose confidentiality on specific decisions. Such confidentiality is subject to those in clause. 8 exceptions to this.
The Board of Directors shall have a quorum when the Chairman or one of the Vice-Presidents and at least two-thirds of the members of the Board of Directors are present, including through the use of electronic media. Signifcant decisions cannot be made unless all members have access to participate in the proceedings. A member cannot give power of attorney to other board members.
The Presidency consists of one President and three Vice-Presidents. The chairman is elected by Dl, Danish Business, Danish Biotek, the Medico industry, Danish Care and Lif among the members of the board of directors who are business leaders. 1st Vice-President is the member elected by the Danish regions. 2. Vice-President is elected by the members who are universities, GTSs and professional colleges in connection with their election of members to the Board of Directors. 3. Vice-President is elected by the members who are private companies in connection with their election of members to the Board of Directors and up to the Annual General Meeting 2023 by Welfare Tech, MedTech Innovation Consortium and Life Science Innovation
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 of the Board convenes a Board meeting as needed. If the Chairman becomes due, the 1st Vice-President, alternatively the 2nd and then the 3rd Vice- President shall take the place of the Chairman.
5.8 Voting and Voting rights
All board members have spoken during board meetings. Each board member, incl. the presidency, has a vote on the board. In the event of a vote, the chairman’s vote shall be decisive or in the absence of the chairman, the vice-chairman who presides over the meeting, cf. 5.7.
5.9 Order og 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 Presidency. The Executive Committee acts in accordance with the Rules of Procedure, cf. 5.8. All significant decisions must be submitted to the Board for adoption.
The Board of Directors must establish general guidelines for the association’s activities in order 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.
Board members do not receive fees. However, the Presidency may receive fees, which must be approved by the General Assembly in connection with the annual report.
6. Daily Mangement
6.1 Executive Board
The Board of Directors hires a director who is responsible for the day-to-day management of the association. The director must follow the guidelines and instructions given by the board. The Director is responsible for the ongoing administration of ongoing activities.
The director 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.
7.1 Conflict of interest
Members of the Board of Directors, the Director, 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 third 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 Director are obliged to inform the Presidency of any matter which may give rise to a discussion of incompatibility.
8.1 Direct confidentiality
When performing duties as a board member director 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 pursuant to clause. 5.4, the member must respect the duty of confidentiality.
8.3 The direct and indirect duty of condentiality 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 privilige
9.1 Signing privilige
The association is signed by the Chairman of the Board of Directors and the Director in association, by the Director and two Vice-Presidents in association or by the entire Board of Directors.
10. Accounting conditions
10.1 Financial year
The association’s financial year is the calendar year. The rst financial year runs from the time of the Association’s founding and until 31 December 2021.
The association’s annual report must be audited by an auditor elected by the general meeting.
Proposals for dissolution of the Association are made at the general meeting, cf. also section. 4.8.
Resolution of the association must be in accordance with the rules of the Companies Act with the adjustments that follow from the nature of the association.
Upon termination of the Association, the liquidator must appropriately alert creditors to make any outstanding claims against the Association. Remaining assets after the liquidation have been completed are distributed in accordance with the purpose of the association and as decided by the liquidator.
Thus adopted at the associations founding general meeting on the 24. of November 2020 and signed by conductor, Jsss Thiersen, lawyer