Statutes

§ 1.

Name and address

The support association BANGSBO BOTANICAL GARDEN FRIENDS is an independent association based in Frederikshavn.

§ 2.

Purpose

The purpose of the association is to provide practical and financial support for the development, operation and use of Bangsbo Botanical Garden in collaboration with “The independent institution Bangsbo Botanical Garden”. The purpose of the association is also to contribute to the promotion of plant cultivation and horticulture, including facilitating contact between individuals, special associations and other relevant personalities and/or organizations and Bangsbo Botanical Garden.

§ 3.

Membership

Anyone interested in becoming a member of the support association BANGSBO BOTANICAL GARDEN FRIENDS can join if they pay the annual membership fee. The board of directors is entitled to establish group and/or company memberships, if there is a relevant request, and to agree on a special price for this.

§ 4.

Board of Directors

The support association BANGSBO BOTANICAL GARDEN FRIENDS is led by a board of 5-7 members, with the number of board members being decided each year by the general meeting.

The board members elected by the general meeting are elected for 2 years at a time, so that half of the board members retire at each annual general meeting (however, 3 in one year and 2 in the other, if the number of board members is 5, or otherwise an odd number in a similar manner). At the 1st ordinary general meeting, a draw may be made to determine which of the board members are up for election, despite a term of office of less than 2 years. Re-election to the board may take place.

At each annual general meeting, the general meeting elects 2 alternate members of the board of directors with a term of office of 1 year. The first alternate is the person who receives the most votes among the alternates at the general meeting. In the event of a board member's absence, the alternate member will take the place of the member in question on the board of directors, and in that case for the remainder of the board member's term of office. Alternate members may be re-elected.

In addition to the board members elected by the general meeting, Bangsbo Botanical Garden elects 2 members to the board of BANGSBO BOTANICAL GARDEN FRIENDS for 2 years at a time. One board member resigns each year, the order may be determined by drawing lots.

The board, whose duties are unpaid, constitutes itself, however, in such a way that the chairman and treasurer may not be the same person.

The board of directors keeps a record of all board meetings, and the decisions made at the general meetings are entered in the record, which, in the case of ordinary board meetings, is signed by the board members present and, in the case of general meetings, by the chairman of the meeting.

Otherwise, the board of directors determines its own rules of procedure. In the event of a tie, the chairman's vote is decisive.

§ 5.

Representation in BBHF

The board of directors appoints at least 2 members from among its members to the BBHF board of directors. The board of directors' representatives on the BBHF board of directors are elected for a 2-year period, so that 1 member of the BBHF board members thus appointed resigns each year. Re-election may take place.

§ 6.

Subscription rights

The association is signed by the chairman and another board member or by at least 3 ordinary board members. The chairman and/or the treasurer are, however, entitled to make such transactions, with binding effect for the association, as are usually carried out as part of daily operations.

It is the responsibility of the association's board of directors to send the BBHF board of directors minutes of the board's meetings as well as other relevant working papers, work plans, schedules, etc.

It is the responsibility of the board of directors to inform the association's members about its activities to the extent necessary, for example through newsletters and in other ways.

§ 7.

Fiscal year

The association's fiscal year is the calendar year, although the first fiscal period runs from the foundation to 31.12.1995.

§ 8.

Revision

The association's accounts are audited by 2 auditors, elected at the annual general meeting and who are elected for 1 year at a time. Re-election is possible.

§ 9.

Ordinary general meeting

The association's annual general meeting is held each year no later than the end of March. At this general meeting, the board of directors is responsible for reporting on the association's activities in the past financial year and for submitting for approval the accounts for the previous calendar year, signed by the association and audited by the auditors.

Proposals that the association's members wish to be considered at the annual general meeting must be submitted in writing to the chairman or, if applicable, his deputy no later than February 1 of the year in question.

The general meeting is convened by the board of directors either in writing by letter to the association's members and/or by announcement in the local newspaper, both with at least 14 days' notice.

§ 10.

Budget and quota

At each annual general meeting, the board of directors presents its budget proposal for the financial year in question for the general meeting's information and comments.

In this connection, the general meeting determines the size of the annual membership fee. The membership fee is collected by the board of directors once a year, no later than 1 May of each year.

§ 11.

Extraordinary general meeting

An extraordinary general meeting shall be held when the board of directors deems it necessary, or when at least 10 members of the association submit a written request to the board of directors stating the subject of the discussion. In the latter case, the board of directors shall be responsible for calling the extraordinary general meeting in question no later than 14 days after receiving the written request. The general meeting shall always be held no later than 6 weeks after receiving the request.

§ 12.

Binding

The association's members are only liable with their contributions to the association, and no one has personal liability for the association's obligations. The association is only liable with its assets.

§ 13.

Authority of the General Assembly

The general meeting has the highest authority in all matters of the support association and, unless the statutes provide otherwise, has a quorum regardless of the number of members present.

The decision of the general meeting is made, unless the statutes provide otherwise, by a simple majority of votes, and a vote must be taken in writing if only 1 member requests this.

Amendments to these articles of association and dissolution of the association may be made at a general meeting where at least 10% of the members have attended, and 2/3 of those present vote in favor of the proposal. Such proposals must also be approved by the board of Bangsbo Botanical Garden, Frederikshavn.

If the general meeting does not have a quorum due to insufficient attendance, a new general meeting will be called, where the proposed amendments to the articles of association can be adopted by a simple majority of votes, regardless of the number of people present.

Proposals for amendments to the articles of association and dissolution of the association must be announced at the relevant general meeting.

§ 14.

Resolution

In the event of the dissolution of the association, any assets will accrue to the Independent Institution Bangsbo Botanical Garden, Frederikshavn.