Articles of Copenhagen Pride
§ 1 – Name, Domicile, and Object
The name of the Association is Copenhagen Pride.
§ 1.2 The Association is domiciled in the municipality of Copenhagen, Denmark. The postal address of the Association is decided by the board of directors.
§ 1.3 The object of the Association is to work to influence legislation and societal positions, nationally and globally, for the purpose of improving the conditions for sexual and gender identity minorities, including by producing an annual Copenhagen Pride Week as well as other events in accordance with the object of the Association.
§ 1.4 The Association must be a member of EPOA (European Pride Organiser’s Association) and of Interpride (the international association of Pride event organizers) or similar associations.
§ 2 – Organization
§ 2.1 The Association is an organization run by an elected board of directors, a secretariat, functional managers and working groups, taking effect no later than as at the general meeting in 2020.
§ 2.2 The secretariat, functional managers and working groups are appointed and terminated by the board of directors as required.
§ 3 – Members
§ 3.1 Any individual who has paid membership fees to the Association, and who adheres to the object and basic concept and values of the Association, is a member of the Association.
§ 3.2 The membership period is any current month + 11 months as of entry. The amount of the membership fee is decided by the ordinary general meeting.
§ 3.3 Volunteers who have worked at least 12 hours at Copenhagen Pride between 1 September and 31 August are exempt from paying membership fees in the following 12 months. The assessment is made 31 August. Hence, volunteers who meet the membership criterion as being exempt from paying membership fees will be notified in connection with notice of convening the general meeting. The board of directors is covered by this provision. Volunteer work must be registered in a volunteer management system that has been approved by the board of directors.
§ 3.4 Companies and organizations may subscribe to a type B membership of the Association. The type B membership fee amounts to five times the ordinary membership fee applicable from time to time. Type B members are not entitled to vote at the general meeting.
§ 3.5 The board of directors may exclude any member who does not respect these Articles of Association, or decisions made by the general meeting, from the Association. It is possible to request that exclusion be discussed at an extraordinary general meeting. Such a request must be received by the board of directors within eight days of the time when notification of the exclusion was made.
§ 4 – The Board of Directors
§ 4.1 The board of directors consists of six to eight members and one president. The president is elected directly at the general meeting for a two-year term.
§ 4.2 50% of the board of directors are elected every second year. Alternate members are elected for a one-year term.
§ 4.2.1 The board of directors elects its own president, vice president, treasurer, and secretary.
§ 4.2.2 If a member leaves the board of directors, an alternate member joins until the next general meeting. In the event that no board-appointed alternate member is found, the board of directors is self-elective until the next ordinary general meeting, at which the leaving board member’s position must be filled at the authority of the general meeting.
§ 4.3 The board of directors is quorate when 50% of the board of directors are present, of which one member must be the president or vice president. The board of directors’ decisions are passed by a simple majority of votes. In the event of a tie, the president’s vote is decisive.
§ 4.4 The board of directors may – if found expedient – appoint an ad hoc committee for the purpose of solving a specific task mandated in detail in cooperation with the secretariat, just as the board of directors may enter into a cooperation with other associations or companies for the purpose of solving the board of directors’ tasks. The board of directors hires and terminates functional managers.
§ 4.5 The board of directors may hire and terminate the head of secretariat, while the head of secretariat, if such is employed, hires and dismisses other staff. The board of directors instructs the secretariat in the framework for its work in addition to what has been laid down for the secretariat pursuant to Section 5 by way of powers of procuration relating to the Association’s financial administration.
§ 4.6 The board of directors must draft a set of rules of procedure for its work, including regarding:
- Appointment of an executive committee
- The general frequency of meetings and notice of convening extraordinary meetings as well as the contents of agendas and deadlines for notice and distributing material etc.
- Minutes procedure and a procedure for publishing the minutes
- Access to invite non-board members to witness parts of board meetings.
§ 5 – Finances and Subscription Rights
§ 5.1 The financial year runs from 15 October until 14 October. The accounts must be audited by an auditor appointed by the general meeting.
§ 5.2 The Association’s funds must be deposited into, and managed via, an account in a financial institute. The board of directors may, however, decide to place the Association’s surplus funds into investment associations after having consulted with a financial institution – however; not including high-risk investments.
§ 5.3 The Association is bound by the president jointly with the treasurer, or the vice president jointly with the treasurer, or by the vice president jointly with the president.
§ 5.3.1 The board of directors is authorized to:
- Appoint the persons authorized to bind the Association to, see Section 5.3, have at their joint disposal the Association’s assets and to sign for the Association in new financial matters.
- Appoint one or several board members to, see Sections 5.3 and 5.4, have at their sole or joint disposal the Association’s means via electronic bank products and to enter into agreements in this respect.
§ 5.4 The board of directors assigns powers of procuration to the secretariat as regards the specific use and disposal of the means, and the treasurer has, through the secretariat, direct access to account entries as part of their joint efforts to keep the board of directors informed of the financial circumstances of the Association as well as to make proposals to the board of directors regarding decisions that are not included by the powers of procuration assigned to the secretariat regarding the administration of the Association’s financial circumstances.
§ 5.5 The Association is only liable by way of the assets that exist from time to time. The Association’s members or board of directors are not personally liable.
§ 6 – General Meeting
§ 6.1 The general meeting is the highest authority of the Association.
§ 6.2 The ordinary general meeting is held annually before the end of the month of November and is convened by email to the address most recently disclosed by the member; as well as via the Association’s website; a post on at least one social media platform where members can subscribe for notifications; and via at least one news media in the community, no later than 14 days prior to the meeting.
§ 6.3 Notice of the meeting must at minimum include information about the time and place as well as information regarding the deadline for submitting proposals – including proposals for candidates for the board of directors, both as members and alternate members, in that the same name may appear in both cases.
§ 6.4 Proposals to be discussed must be submitted to the president via email or ordinary mail to the address of the Association, and the president must receive the proposal no later than 10 days prior to the general meeting.
§ 6.5 The final agenda and the wording of incoming proposals must be announced on the Association’s website no later than seven days prior to the general meeting.
§ 6.6 Members each hold one vote in polls and voting in general.
§ 6.6.1 No one can proxy for more than one member at the general meeting.
§ 6.6.2 All members have access to attend and speak at the general meeting and to make proposals. The member must be accompanied by a professional or personal advisor.
§ 6.7. In order to achieve the right to vote, members must be of legal age and must present a valid proof of membership or payment dated no less than six weeks before the general meeting.
§ 6.8 All decisions at the general meeting, with the exception of decisions pursuant to Section 7, are made by a simple majority of votes. The legally convened general meeting in question is quorate. Only members pursuant to Sections 3.1 and 3.3 have the right to vote.
§ 6.9 Any person who is a member pursuant to Sections 3.1 and 3.3 is eligible to be elected to the board of directors. In the event that a member is unable to attend the general meeting, and the member requests to stand as candidate for the board of directors, this may be done in writing. Board of director candidacies must be received, in writing, by the president no later than 10 days prior to the general meeting. Individual candidates must be announced no later than one week prior to the general meeting via the Association’s website.
§ 6.10 Elections where the number of candidates is greater than the number of positions take place by voting in writing.
§ 6.11 The agenda of the ordinary general meeting must at minimum contain the following:
1. Election of chair
2. Election of person to take minutes of the meeting
3. Election of persons to count the votes
4. The board of directors’ report on the activity of the Association in the past year
5. The audited accounts must be presented
6. The critical auditor’s report must be presented for the information of the general meeting
7. The budget must be presented
8. Incoming proposals
9. The membership fee must be decided
10. Election of president
11. Election of the board of directors and alternate members
12. Election of the critical auditor (applicable for one year at a time)
13. Election of auditor and, if necessary, an alternate auditor. The alternate auditor becomes irrelevant if a professional auditor is elected
14. Other matters
§ 6.12 Minutes are taken of the general meeting serving as minutes of resolutions. The minutes must be approved by the chair.
§ 6.13 The extraordinary general meeting is held provided that at least four-fifths of the board of directors requests it; if at least two-fifths makes a written request; or if an excluded member has requested it. Any request for an extraordinary general meeting must state the items that are to be discussed, with the exception of exclusion.
§ 6.14 The extraordinary general meeting is convened by email to the address most recently disclosed by the member; as well as via the Association’s website; a post on at least one social media platform where members can subscribe for notifications; and via at least one news media in the community, no later than 14 days prior to the meeting.
§ 7 – Amendments to the Articles of Association
§ 7.1 Proposed amendments to the Articles of Association may be adopted only at a general meeting provided that no less than two-thirds of the voting members attending the general meeting votes in favour of the amendments. If a proposed amendment does not achieve a two-thirds’ majority among the attending members, but achieves a simple majority, the proposal may be discussed at an extraordinary general meeting at which the proposed amendment is adopted by a simple majority of votes.
§ 7.2 Proposed amendments to the Articles of Association must be submitted to the board of directors no later than 31 October.
§ 8 – Dissolution of the Association
§ 8.1 If a general meeting decides to dissolve the Association in pursuance of Section 7, the assets of the Association must be set aside for a duration of two years for the purpose of the possible re-establishment of the Association, after which they must be made available to a humanitarian organization or a non-profit association as decided by the general meeting which supports purposes consistent with the object of the Association.
§ 9 – Commencement
§ 9.1 These Articles of Association have been adopted at the general meeting held 3 November 2020.