The bylaws of the Center for Science and Commercial Diplomacy – CSCD
Reg. No. CVR 40627154
§ 1 Center’s name
The Center’s name is “Center for Science and Commercial Diplomacy” (CSCD) as hereafter referred to as “the Center”.
§ 2 Registered office and independence
The Center is a non-profit organization based in Copenhagen, Denmark. The Center is politically and economically independent.
§ 3 The Center’s purpose
The Center has purposes and activities that promote the development of Science & Commercial Diplomacy in Denmark and Globally.
The Center shall, inter alia:
A) Be a forum for cooperation between professionals, organizations and other stakeholders in Denmark and Globally;
B) Organize activities to promote the development and dialog between Scientists, Diplomats and Industry in Denmark and Globally;
C) Building up contacts with key people at agencies, associations, universities, embassies and companies to promote their members’ scientific and commercial interests;
E) Provide affiliates with information, advice and support on issues that are important to their Commercial purposes;
F) Provide affiliates with information, advice and support on issues that are important to science, innovation, technology, higher education and knowledge transfer.
Individuals and organizations in Denmark are allowed to apply for the membership of the Center. A member is a legal person who has paid the membership fee.
§ 5 Membership fees
Members shall pay the membership fee, determined by the annual assembly. If the annual assembly so decides, the Member shall also pay a service fee to the Service Company described in § 11.
§ 6 Withdrawal, exclusion
The Center membership ceases after notification in writing with six months’ notice.
A member shall not be excluded from the Center unless it has neglected to pay its membership fee, worked against the Center’s guidelines or intentionally harmed it’s interests.
The decision to expel a member is made by the Board of Directors. A withdrawn membership or exclusion does not facilitate entitled the member to a refund of the membership fee.
§ 7 Board of Directors
The Center’s business direction and activities are defined by a “Board of Directors” (the Board) consisting of a minimum of 3 and a maximum of 7 voting members.
The Board is appointed by the annual assembly for a term of one year unless extraordinary assembly shortens the period. If a member resigns prior to the expiry of their membership term it will be substituted by a nominee with highest vote (not enough to be elected) at the general assembly.
Only natural persons who are members or individuals who are appointed by a company or an organization can be elected.
§ 8 Guidelines
The Board of Directors meets twice a year to go through “Executive Committee’s” half-year report for the previous 6 months and discuss and approve the “Executive Committee’s” roadmap for the consecutive 6 months.
The Board of Directors has the responsibility of approving the guidelines which will define the “Executive Committee’s” direction for its activities.
§ 9 Quorum of the Board of Directors
The Board of Directors obtains quorum when more than half of the entire number of members are present.
The Board’s decisions are taken by simple majority of those present while Chairman shall have the casting vote.
The Center’s business direction and activities are defined by a “Board of Directors” (the Board) consisting of a minimum of 3 and a maximum of 7 voting members (as described in §7).
§ 10 The Executive Committee
The Executive Committee (“Committee”) shall represent the Center and can decide on behalf of the Center. The “Committee” shall implement the decisions according to the provisions and guidelines laid out by the “Board of Directors”. Likewise, the “Committee” shall oversee the economic affairs of the Center and keep accounts, as well as give an annual report to the annual assembly which has already been approved by the “Board of
Directors”. The “Committee” is responsible for the budget and activity plan.
The Committee consists of 2 to 4 members and 1 secretary. The final number of members will be determined by the Board of Directors. The Board of Directors will also appoint the Chief Executive Director for the Committee.
The “Committee” has the right and may delegate certain tasks and responsibilities, within the provisions provided in the guidelines by the “Board of Directors”, to a limited company (“Company”), as stated in § 11
which then takes over the full responsibility of the delegated tasks.
§ 11 Services company
The Center may use a limited company (“Company”) for its business activities. Employment of such company is defined by authorities within the “Executive Committee” (“Committee”) as stated in § 10.
§ 12 The roles of the Chairman and Executive Director
The annual assembly will select the Board of Directors among the nominees.
The Board of Directors shall appoint a Chairman for the Center.
The Board of Directors will consequently appoint an Executive Director as the head of the “Executive Committee”.
The “Chief Executive Director” and the Executive Committee’s mission is to
lead the Center’s day to day operations according to the guidelines that are approved by the “Board of Directors”.
§ 13 Signatory
The Center business activities shall be underwritten by the “Chief Executive Director” and an additional member of the “Executive Committee” under the provisions provided in the guidelines by the “Board of Directors”.
§ 14 Fiscal year
Fiscal year shall be the calendar year (January to December).
§ 15 Auditors
The financial activities and accounts of the Center will be audited by an external audit selected at the annual assembly.
§ 16 Nominations Committee
Any member of the Center is entitled to seek nominations for the Board of Directors during the annual assembly.
§ 17 Annual Assembly
The annual assembly, the highest decision-making body of the Center is held annually at the time and place provided by the “Executive Committee”.
Invitations by paper or email shall be sent to all members no later than 60 days before the annual assembly. The agenda for each annual assembly will be defined by the “Board of Directors” and shall be sent along with the invitation.
§ 18 Extraordinary assembly
Extraordinary assembly may be convened at the discretion of the “Board of Directors” or written request by minimum 30% of the members of the Center to the “Board of Directors”. In such cases written notice by paper or email shall be sent to all members no later than 30 days before the extraordinary assembly.
§ 19 Voting rights
At the annual general meeting, each member has one vote. Voting rights may be exercised by proxy (power of attorney).
§ 20 Decisions, voting and quorum at annual assembly
Decisions are taken by a simple majority unless the statutes provide otherwise. A member of the “Board of Directors” shall not participate in the decision on the discharge for the administrative act for which he is responsible, neither in the selection of an auditor and deputy auditor.
The meeting of the general assembly is quorum provided minimum 50% of the members are present at the meeting or represented by proxy (power of attorney). The extraordinary assembly meeting is quorum provided minimum 25% of the members are present at the meeting or represented by proxy (power of attorney).
§ 21 Amendment of bylaws
For any amendment of the bylaws herein, a referendum in the annual general meeting is required with at least 2/3 of votes cast in favour.
When a Board member purposes a change in these bylaws the proposal must be communicated in advance in the summoning notice to the meeting in order to prepare the other members for a voting.
§ 22 Dissolution of the Center
For dissolution of the Center two decisions in consecutive annual assembly (or extraordinary) are required with at least 2/3 of the number of votes cast at each meeting.
The proposal that the Center may be dissolved shall be written in the summons.
If the Center is dissolved, the last annual assembly, decides how the Center’s assets shall be allocated after all debts are paid.
§ 23 Annual Assembly after liquidation
After liquidation, the “Board of Directors” shall convene an extraordinary meeting at which the final liquidation balance sheet and the transactions must be approved and the Board, if possible, be granted discharge.