Holiday House Denmark

Statutes of the Association of Danish Holiday House Letters

1. Name:

The name is "The Association of Danish Holiday House Letters".

2. Office:

The Association's office is Denmark, the address of the secretariat.

3. Purpose:

The aim of the Association is:

a) To work for a unified, united and strong industry.

b) To strengthen the collegial understanding and cooperation between industry practitioners in Denmark and abroad.

c) To protect its members' commercial and political interests to relevant industry organizations, authorities, politicians etc.

d) To gather members on common sectorial interests through membership meetings or other appropriate activities.

e) To work for a general improvement of the image of the sector, including by providing and maintaining ethical as well as commercially viable conditions in the industry.

4. Membership:

Membership is open to all agencies, trademarks or group of persons. There can only be admitted members who have, and continue to have a permanent establishment in Denmark.

5. Liabilities:

The membership in the Association commits members to follow the Association's statutes, the General Assembly adopted resolutions and the agreements the Association Board and of the Committees set up on behalf of and in the interests of the Association are taking with outside organizations, authorities and individuals.

6. General meetings:

The General Assembly, which is the highest authority, held annually by the end of April and the writing convened with at least two weeks' notice and not more than six weeks before the meeting. The notice shall contain the meeting's agenda and the proposals the Board intends to make.

The General Assembly is headed by a chairman elected by the Association Board

The General Assembly agenda should include the following items:

1. Election of chairman and his finding of the General Assembly legality.

2. Association Board's report. Committees’ report.

3. Presentation of financial statements.

4. Setting membership fee for the coming year.

5. Proposals submitted for consideration.

6. Election of Chairman and Vice-Chairman of the Board.

7. Election of 4-6 additional board members and a first and a second deputy member.

8. Selecting the audit firm. The auditor must be a chartered or certified accountant.

9. Appoint Committees on a proposal from the Board of Directors or the General Assembly.

10. Additionally.

Board and committee reports must be sent to members before the annual general meeting – if possible together with the meeting notice.

Proposal to be considered at the Annual General Meeting under section 5., shall be handed to the Chairman of the Board at least 1 week before the general meeting in order to notify the current Board.

A member may be represented by several senior executives at a general meeting. The member must assign one pre-specified person the right to speak and vote.

Under section  10. Additionally nothing can be adopted.

The number of votes of a member at the annual general meeting is based on the number of homes the members listed as the letting at the 1 January of the current calendar year. This number communicated unsolicited the Association by 15 January each year.

Each member has one vote per house that member is letting.

Only members at the annual general meeting that paid their fees have the right to vote.

There may vote by proxy.

A general meeting has a quorum when the number of voting members represents more than half of the total votes.

The General Assembly resolutions by a simple majority of the votes represented.

To change these statutes it is required that the change is adopted by 2/3 of the votes represented at the meeting and 2/3 of the possible votes. Is the amendment adopted by the required majority of the attendees, but is 2/3 of the possible votes not present, then the board must immediately convene an extraordinary annual general meeting to be held within 4 weeks, where the change in unaltered form may be adopted by 2/3 of this General Assembly votes represented.

By dissolution of the Association it is required that the resolution is adopted by ¾ of the votes represented at the meeting and ¾ of the possible votes.  Is the resolution adopted by the required majority of the attendees, but ¾ of the possible votes are not present, then the board must immediately convene an extraordinary general meeting to be held within 4 weeks, where the dissolution may be passed by ¾ of this General Assembly votes represented.

Notice of Extraordinary General Meeting can be done either by board resolution, or if at least one quarter of its total voting majority send a written request to the Board together with proposals for an agenda. The General Assembly shall then be convened within 14 days after the request and with 14 days written notice.

The Annual General Meeting records will be taken. The record is signed by the chairman of the board and the chairman of the General Assembly, and is sent to the members.

7. Board and Executive Board:

The Association is headed by the Chairman, Executive Committee and Board of Directors.

Board incl. Chairman consists of 5-7 members, the Executive Committee of 3 members. The Chairman is also a member and Chairman of the Executive Committee.

Election of the Chairman, Deputy Chairman and the Board also takes place at the Association's Annual General Meeting. Each member may choose whether to set one candidate for the presidency, and one candidate for a directorship. First the chairman is elected for one year. Then the Deputy Chairman is elected for one year.

Finally, election of the remaining directors for one year.

Members, who have set the Chairman elected for the presidency, cannot set any of board seats in general. The General Assembly also elects one first and a second deputy member for board seats.

Chairman, Deputy Chairman and Board members may be reappointed.

In the event that the Chairman resigns from the board during an election period, the Deputy Chairman take over until the next general meeting.

The Board of Directors shall elect an Executive Committee consisting of 2 members and the Chairman.

The Chairman cannot vote on the election of members to the Executive Committee.

All members of the General Assembly that paid their fees have the right to nominate candidates for elections. Similarly, all candidates representing a member that has the right to nominate, electable, provided the representative is employed by or on the board of Member Company. There can only be elected multiple representatives from the same member, if to reach the minimum number cf. Statute § 7, 2. section.

8. The work of the Board of Directors and Executive Committee:

The Board is responsible for the Association's management and finances. The Association signed by the Chairman or 2 directors. The Chairman shall set the time, arrange and chair the board and member meetings.

The Board convened as often as the Chairman or at least 2 directors wish.

The Board of Directors and Executive Committee decisions are taken by a simple majority of the members present.

The Board has a quorum when at least 4 members are present. Event of a tie, the Chairman shall have the casting vote.

The Executive Committee is preparing board meetings and conferred jurisdiction to hear cases that cannot wait for a board meeting. The Executive Committee has, in cases where it makes decisions on behalf of the Board, the responsibility to inform the Board, and is responsible to the Board for the decisions.

The Board of Directors may appoint a Director / Secretariat to oversee the daily operations and give this warrant for detailed contractual terms.

The Association cannot financially commit the Association or its members in excess of the Association's funds.

Record of all Board meetings is distributed in concentrated form through the Secretary to all Board members and deputy members.

9. Financial statements and audit:

The financial year is from 1 January to 31 December. The audited accounts are sent to members before the annual general meeting if possible together with the meeting notice. The financial statement is audited by the auditor.

10. Membership fee:

The annual membership fee is determined at each year's Annual General Meeting at a basic amount and an amount per house the members is letting, and payable by 1 June. At the 15th January an on account advance fee, which the Board is authorized to charge up to 75% of the previous year's fee.

If a new member is enrolled in the Association after the general meeting, the set fee for the calendar year for this member is 50% of the by the General Assembly agreed fee.

New members pay a fixed by the general admission fee, which the Board may admit new members a payment agreement on. The payment of this must be done in equal payments over max. 2 years.

If the membership fee and / or admission fee on demand lapse within 1 month after the due date, then membership and possibly the membership of the administrative, executive and committees automatically. The obligation to pay for that year shall not lapse.

11. Member Meetings:

Member Meetings are held as often as circumstances require.

12. Termination and change of membership:

Every member has a duty to inform the Association significant changes in ownership and structure.

If a member grossly violate these statutes, override the Board warnings or otherwise exhibits unethical behavior, he may be excluded from the Association. An exclusion is presented at a board meeting at which the member invited as an observer to speak. In case of unanimity of exclusion, then it shall be final, unless the excluded within 14 days after the registered letter receipt of the Board's decision in writing requesting an extraordinary general meeting.

In such case an Extraordinary General Meeting is summoned with 14 days’ notice within 3 weeks after receipt of the request. Here it is determined by simple majority vote regardless of the number of attendants. The one suggested expelled has the right to speak but not to vote, either on the board or at the EGM.

13. Resignation:

Resignation of membership shall be made in writing to the Chairman at least 3 months prior to the fiscal year. Reimbursement of admission fee and membership fee shall not be granted.

14. Statutes and resolution:

Proposal to amend the Association's statutes or dissolution of the Association shall be submitted to the Board first. If the Board with a qualified majority of at least 4 out of the board members decides on amending the statutes, e.g. dissolution of the Association, then such a decision must be presented at a general meeting. At the dissolution of the Association its funds and property must be used to facilitate the Association's purposes in accordance with the last General Assembly resolution. Any assets must in any case stand in an escrow account for 2 years.

15. Entry into force:

These Regulations shall enter into force immediately after its adoption.

Adopted at the Annual General Meeting on 27.04.2006.

The above is a translation of the Danish Statutes, and it will be those The Association of Danish Holiday House Letters comply to.

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