DSMM Articles of association
§
The associations name is Danish Society on Maritime Medicine.
§2
a. The association registered office is in Esbjerg.
b. The association is signed by the chairman or to for the designated members of the board.
c. There lies no personal liability on any of member of the association for obligations of the association.
§3
The association is linked to the Danish Medical Association and cooperates with the International Maritime Health Association, Danish Society of Occupational and Environmental Medicineand other, when it strengthens the association purposes.
§4
The purpose of the association is to strengthen and develop prevention and treatment of diseases at sea through medical and other efforts. In support maritime medicinal research and education in general. In addition work environment for and recognition of individuals working with maritime medicine is supported if possible.
§5
a. Members of the group is legally persons with an interest in maritime medicine.
b. The board can register associations, companies and organizations that are associated to members of the company.
c. Associated members have no voting rights at the general meeting.
§6
Exclusion of a member may be made by the board, if it is considered essential for the associations best interest and reputation.
Exclusion must be dealt with as an item on the following general meeting.
§7
Annual general meeting
a. This is the highest authority of the company
b. It is held one time annually in March or April
c. It is called upon in writing or electronically (by e-mail) with at least 3 weeks notice, information of the agenda as well as information regarding timely proposals. The information shall also be available on the company website.
d. Proposals to be included in the agenda must reach the chairman no later than the 1st of February.
e. Agenda:
1. Election of chairman for the general meeting.
2. Election of reporter.
3a.Chairman’s report. Discussion.
3b.Reports for possible committees.
4. Accounts reporting and possible explanation of the budget plan.
5. Determination of membership fee.
6. Timely income proposals regarding amendments.
7a.Election of chairman valid for 2 years (unequal years for 2003)
7b. Election of board member for 2 years (unequal years for 2003)
8a. Election of board member for 2 years (even years).
8b. Election of board member for 2 years (even years).
8c. Election of board member for 2 years (even years).
9. Election of substitute valid for 1 year.
10. Selection of auditor valid for 1 year
11. Handling of timely income proposals.
12. Any other business.
§7a
a. The financial year is the calendar year.
b. Membership fees must be paid before the annual general meeting, if you wish to have the right to vote.
c. A minimum of half a year’s membership is required to be eligible for election to the board.
c. If possible resignation of membership of the association part of membership fee is not refunded.
§ 8
a. The board
The chairman and a member of the board is selected from the year 2003 and in unequal years for a two-year period, while the other members of the board are elected in the even years, also valid for a two-year period. The chairman is elected directly by the general assembly. The other member of the board distribute the posts such as vice chairman, secretary, treasurer, between the after every general meeting. The substitutes are entitled to appear at the board meetings.
b. The board may appoint committees valid for time-limited periods.
c. The committees reports directly to the chairman of the association.
§ 9
a. The board conduct minimum 2 meetings during the year.
b. The activities held by the association will assume at least one scientific meeting every year.
§ 10
Extraordinary general meeting.
Such a meeting can be called upon whenever the board considers it important or when 2/5 of the member has wished for it in writing. It must be communicated to the member t least 2 weeks after the request has been made and may be required held 4 weeks after the request has been made. Amendments can however only be done at the annual general meeting.
Agenda:
§ 11
Amendments.
These can only be carried out at the ordinary annual general meeting and then only if 2/3 of the present voting members vote for it.
§ 12
Arbitration
If a dispute between the association and one or more members accrue and the dispute is not settled by negotiation, the case cannot be tried before the court of law, but must be settled by arbitration. Each party selects a arbitrator, which selects an umpire. If the parties cannot agree, the umpire will be appointed by the judge in the association´s registered office jurisdiction. The proceedings are subject to the rules and regulations of arbitration.
§ 13
Termination of the company
This can be decided at the general meeting, if 2/3 of the members either by attendance or written letter of attorney decides this. If the company possess any assets it is determined if these should be assigned to a cause in accordance with the company’s objects clause.
These articles of association have been adopted at the annual general meeting on the 13th of April 2002.