Danish Data Center Industry (DDI)

ARTICLES OF ASSOCIATION

1. Name, registered office, and founder

The name of the Association is DATACENTERINDUSTRIEN. The secondary name of the Association is DANISH DATACENTER INDUSTRY, and the abbreviation hereof is DDI.
The registered office of the Association shall be in Viborg, Denmark.
The Association is founded by a number of industrial, manufacturing, and service providers and public institutions engaged in the establishment, operation, servicing, and attraction of datacentres in Denmark.
The Association is founded as an association, subject to Part 13 of the Danish Foundation Act.

2. Object

The Association shall serve and promote the members’ mutual financial and social interests and work in order to obtain a development in terms of social responsibility of present and future datacentres in Denmark and the respective municipalities.
The Association shall act to attract datacentres to Denmark through recognition, systemization, and development of suppliers of the associated services.
The Association shall support and promote product development and innovation, training and attraction of the requisite labour for the benefit of datacentres in Denmark.
The Association is a non-profit association, and the Association’s operations and activities are covered by membership fees, registration fees, sponsorships, and cost covering payments for the Association’s services. Periodically assessed profits shall be included in the Association’s continued operations.

3. The Association’s assets

At the time of the foundation, the Association’s assets amount to DKK 240,000, paid up by the founders of the Association as their membership fee for the first year. To this amount shall be added membership fees, paid annually in advance by members.
The Association’s capital thus amounts to the assets and liabilities at any time, which appears from the Association’s annual report.
The Association is liable for its commitments only with the capital at any time and possible reserves.
The members and founders of the Association are not liable for the Association’s obligations of any kind.

4. Conditions in relation to the founders

No special rights or privileges are assigned to the founders in connection with the foundation.
The Association’s funds may at no time be returned to the founders.

5. Members

Enterprises, organisations, public and private institutions, and educational and research institutes may enter as members of the Association if interested in promoting the establishment and operation of datacentres in Denmark.
As Executive members are admitted members, whose annual membership fee is fixed by the general meeting and for 2017 has been fixed at DKK 30,000 plus VAT irrespective of the date of entry, and which upon payment grants the member full membership rights.
As Business members are admitted members, whose annual membership fee is fixed by the general meeting and for 2017 has been fixed at DKK 5,000 plus VAT irrespective of the date of entry, and which upon payment grants the members the right to participate in the Association’s member events and general meetings with the right to speak.
The Board of Directors may refuse or terminate a membership of the Association in case a member neglects its obligations to the Association or does not sufficiently contribute to comply with the object of the Association. The membership fee shall be repaid proportionately to terminated members for the remaining part of the year of termination.

6. Membership fee

According to proposals made by the Board of Directors, the ordinary general meeting of the Association shall fix the annual membership fee for both Executive members and Business members.
The participation in general meetings, discussions, and voting at general meetings are subject to the condition that a member is not in more than two months’ arrears with payment of the membership fee.

7. The Board of Directors

The Association is managed by a Board of Directors consisting of 5-20 members, who shall be appointed in the following way:

Only persons representing or being employed with the Executive members of the Association may be elected as members of the Board of Directors.
Proposals for the election of members to the Board of Directors shall be recommended by the Association’s Advisory Board in order to avoid that all the Board of Directors’ terms of office expire simultaneously.
Members of the Board of Directors are appointed for a period of up to three years. Re-election may take place. The term of office shall expire immediately after the general meeting.
If a member retires prior to the expiry of the term of office, the Board of Directors is entitled to appoint a new, temporary member to the Board of Directors for the period up to the subsequent general meeting where the general meeting shall decide whether the member in question shall remain. Likewise, the Board of Directors is entitled to appoint new, temporary members to the Board of Directors for the period up to the subsequent general meeting up to the maximum number of members of the Board of Directors.
In direct continuation of the general meeting, the new Board of Directors shall hold a board meeting where the members from among them shall elect a chairman and a vice-chairman of the Board of Directors. In the event of equality of votes, the election shall be decided by lot.
The chairman shall convene board meetings. The Board of Directors shall meet as deemed necessary. A member of the Board of Directors, the executive director or the accountant of the Association may request that a meeting of the Board of Directors be convened.
The Board of Directors forms a quorum when more than half of the members are present. The Board of Directors shall pass resolutions by a simple majority of votes. In the event of equality of votes, the chairman, or in his or her absence, the vice-chairman, shall hold the casting vote.
The Board of Directors shall keep a minute book of discussions and decisions. All the members present at the meeting shall sign the minute book. A member who does not agree with the Board of Directors’ decision is entitled to get its opinion recorded in the minute book.
The Board of Directors shall issue Rules of Procedure for the Board of Directors, determining the performance of the Board of Directors’ duties.

8. Advisory Board/ Working Grouos

The Board of Directors have the ability to set up an Advisory Board to provide advice on specific focus areas. The Board of Directors shall issue the Rules of Procedure for the Advisory Board and establishes the period for as well as conditions of the members’ participation in such work.
All Executive members, who want to contribute to the Advisory Board’s work, may each appoint a representative to the Advisory Board.

9. Executive director and administrator

The Board of Directors shall engage an Executive Director, by employment or otherwise, who shall be responsible for the daily management of the Association. The Executive Director shall be engaged according to a separate agreement and job description and shall follow the guidelines and instructions established by the Board of Directors.
The Executive Director is entitled to be present and speak at the board meetings, but shall have no voting rights at the board meetings. In specific cases, the Board of Directors may decide otherwise regarding the Executive Director’s attendance at board meetings.
The Board of Directors enters into an agreement with an administrator regarding the administration of the daily operations of the Association in collaboration with the Association’s executive director.
A representative of the administrator is entitled to be present and speak at the board meetings, but shall have no voting rights at the board meetings. In specific cases, the Board of Directors may decide otherwise regarding the administrator’s attendance at the board meetings.

10. General meeting

The general meeting is the Association’s supreme authority. The ordinary general meeting shall be held before the end of April and convened with a minimum notice of 21 days.
Notice of the general meeting may be communicated via the Association’s website and/or via e-mail to the e-mail address indicated by the member.
The general meeting is headed by a chairman appointed by the Board of Directors.
The agenda of the ordinary general meeting shall include the following:
The Board of Directors’ report
Presentation of the audited annual report for adoption
Presentation of budget for the coming year for adoption
Fixing of membership fees for Business members and for Executive members
Transaction of proposals submitted
Election of members to the Board of Directors
Election of accountant
Miscellaneous

The Association’s Executive members may submit written proposals to the Board of Directors for review at the general meeting no later than 14 days prior to the general meeting.
Each Executive member has one vote. It is possible to vote by proxy.
Resolutions are passed by a simple majority of votes among the members participating in the vote, unless otherwise stipulated in the Articles of Association of the Association.
The general meeting shall keep a minute book of discussions and decisions. The minute book shall be signed by the chairman.
Extraordinary general meetings may be convened if the Board of Directors so decides or if a minimum of ten Executive members request the Board of Directors for an extraordinary general meeting based on a reasoned agenda.
The Board of Directors shall convene an extraordinary general meeting with a notice of 21 days no later than 14 days upon receipt of the request for an extraordinary general meeting.

11. Investment of assets

The Board of Directors is responsible for ensuring that the assets of the Association are at any time invested in a safe and adequate way, taking into account security as well as access to fulfil the Association’s obligations.

12. Fees for the Board of Directors

The general meeting may resolve that the members of the Board of Directors shall receive an annual fee, which may not exceed what is considered usual in terms of type of duties and extent of work and what is considered reasonable in proportion to the Association’s financial position. If decided, the annual fee shall be determined by the Board of Directors and approved at the Association’s ordinary general meeting. A member of the Board of Directors may decline to receive remuneration.
The Association shall take out ordinary liability insurance for the Association’s executive director and the Board of Directors.

13. Financial year

The financial year of the Association shall be the calendar year.
The first financial year of the Association runs from the foundation to 31 December 2017.

14. Annual report and auditing of the annual accounts

The Association shall draw up the annual report to be presented in accordance with generally accepted accounting principles.
The annual report shall give a true and fair view of the Association, including the Association’s assets and liabilities, its financial position, and profit and loss.
The annual report shall be drawn up and signed by the Board of Directors.
The annual report of the Association shall be audited by an approved accountant elected by the general meeting.
The accountant shall be elected by the general meeting for one year at a time. Re-election may take place.

15. Power to bind the Association

The Association is bound by the joint signatures of the executive director and the chairman or the vice-chairman of the Board of Directors, by the joint signatures of three members of the Board of Directors, or by the entire Board of Directors.

16. Amendment of the Articles of Association

Amendments of the terms of the Articles of Association regarding the object (clause 2), members (clause 5), amendment of the Articles of Association (clause 16), and dissolution of the Association (clause 17) require that minimum 2/3 of the Executive members present at the general meeting vote in favour of such amendments.
Other stipulations of the Articles of Association may be amended by a simple majority of votes among the Executive members present at a general meeting.

17. Dissolution of the Association

A decision to dissolve the Association requires that minimum 2/3 of the Executive members present at the general meeting vote in favour of such decision.
In case it is decided to dissolve the Association, the Board of Directors shall to the general meeting nominate a liquidator to supervise the liquidation of the Association.
In the event of a dissolution, the Association’s funds shall be used in accordance with the object of the Association.

18. Commencement