Articles of Association of the Aarhus 2017 Foundation
1. NAME
1.1 The name of the foundation is the Aarhus 2017 Foundation (in Danish "Fonden Aarhus 2017") (in the following referred to as the "Foundation").
2. FOUNDER
2.1 The Foundation is formed by the Municipality of Aarhus.
3. REGISTERED ADDRESS
3.1 The registered address of the Foundation is in the Municipality of Aarhus.
4. OBJECTS OF THE FOUNDATION
4.1 The Foundation is a commercially operated foundation, the objects of which are to strengthen the long-term development and significance of art and cultural life in Aarhus and in the Central Denmark Region, and to contribute a strengthening of the diversity of European culture.
The Foundation must enhance the national and international visibility and attractiveness of Aarhus and the Central Denmark Region and improve cultural cooperation and dialogue in Europe.
The Foundation must plan and arrange the hosting of the European Capital of Culture 2017 and provide support to events and projects up to, during and after 2017.
The Foundation must ensure that creativity, innovation, knowledge and experiments are used as fuel for human development and economic growth in Aarhus and in the Central Denmark Region.
The Foundation must encourage active citizenship through comprehensive and active participation, and encourage the social commitment of the industrial, cultural, research and educational sectors, in and to the preparing and arranging of Aarhus 2017 as well as afterwards.
The Foundation must contribute to the development of open and committed urban environments promoting an atmosphere of fellowship, while leaving room for differences.
The Foundation must support interdisciplinary cooperation focusing on the challenges arising from urban communities, and further the vision of a sustainable future – locally as well as globally.
4.2 The Board of Governors may carry out business transactions relating to the project, e.g. sales of art, merchandise, food, books, educational material and other products which in the opinion of the Board of Governors are linked to the project.
4.3 Neither the founder nor any third party has been granted any special rights or advantages.
5. CONTRIBUTED CAPITAL
5.1 At the time of formation the contributed capital of the Foundation is DKK 300,000. The amount has been paid in cash by the founder, see Article 2.1.
5.2 The Foundation does not take over any other values in connection with the formation.
6. FUNDS OF THE FOUNDATION
6.1 The Board of Governors will at its sole discretion, with due regard to the objects of the Foundation, see Article 4, decide how to apply the funds of the Foundation.
6.2 The Board of Governors is responsible for ensuring that the assets of the Foundation are always invested properly and satisfactorily.
7. BOARD OF GOVERNORS
7.1 The Board of Governors of the Foundation must consist of 3 - 13 members. The members of the Board of Governors are the following:
a) The Mayor of Aarhus
b) The Alderman for Culture in Aarhus
c) The Chairman of the Regional Council of the Central Denmark Region
d) One (1) member appointed by the Growth Forum of the Central Denmark Region
e) One (1) political representative appointed jointly by the following municipalities: Horsens, Randers, Silkeborg, Viborg
f) One (1) political representative appointed jointly by the following municipalities: Herning, Holstebro, Ikast-Brande, Lemvig, Ringkøbing-Skjern, Skive and Struer
g) One (1) political representative appointed jointly by the following municipalities: Favrskov, Hedensted, Norddjurs, Odder, Samsø, Skanderborg and Syddjurs
h) Six (6) external members who, in respect of the first term of office, will be appointed by the Municipality of Aarhus
7.2 The Mayor of Aarhus will be the chairman of the Board of Governors. The deputy chairman will be elected by the Board of Governors.
7.3 The board members elected in accordance with Article 7.1, paragraphs a-c and e-g, are elected for the period in which they hold the qualifying position. The member appointed in accordance with Article 7.1, paragraph d, is appointed for a period coinciding with the municipal term of office. This means that the first term of office will last from the formation of the Foundation to 31 December 2013.
7.4 As for the board members appointed in accordance with Article 7.1 , paragraph h, the first term of office will last from the formation of the Foundation to 31 December 2015. These board members will, after the first term of office (from 1 January 2016 and onwards), be elected by the Board of Governors. After the first term of office, these board members will be elected for a period of three (3) years, and they will be eligible for re-election.
7.5 The external members must together possess the following qualifications: insight into and knowledge of the local and regional cultural environment, international vision, administrative and financial management experience, experience in complex project management, communication and PR experience, and experience in entering into sponsorship and partnership agreements with private participants.
8. DUTIES
8.1 The Board of Governors will be in charge of the overall management of the activities of the Foundation and will bear the financial responsibility for the Foundation.
8.2 The Board of Governors of the Foundation will manage the Foundation in compliance with its objects and these Articles of Association.
9. BOARD MEETINGS
9.1 Board meetings will be held when considered necessary by the chairman or required by a member. However, the minimum number of meetings is four a year.
9.2 The notice convening the meeting must be given in writing and include the agenda.
9.3 The Board of Governors will form a quorum if more than half of its members are present, and all decisions will require a simple majority of votes.
9.4 In the event of an equality of votes, the chairman will have the casting vote.
9.5 The Board of Governors will draw up its own rules of procedure.
10. MANAGEMENT
10.1 The Board of Governors will appoint a Managing Director to be responsible for the day-to-day management of the Foundation. The Managing Director will in cooperation with the Board of Governors furthermore appoint a management team including a Programme Director and a Head of Communications. The management team must follow the guidelines and instructions issued by the Board of Governors.
10.2 The management team is entitled to attend meetings of the Board of Governors accompanied by other employees upon request by the Managing Director and/or the Board of Governors. However, only members of the Board of Governors have voting rights at Board meetings.
11. ANNUAL MEETING
11.1 The Foundation will hold a special Board meeting (annual meeting) once a year before 1 May, at which meeting the Board of Governors will adopt the annual report of the Foundation.
11.2 The meeting will be held in the registered municipality of the Foundation, or at another address in Denmark at the discretion of the Board of Governors.
11.3 The agenda of the annual meeting of the Foundation must include the following:
1. Information about the past financial year, presented by the chairman.
2. Adoption of the annual report of the Foundation.
3. Decision on the appropriation of the profit, if applicable, to consolidate the Foundation or to make distributions in accordance with the Articles, or on the treatment of a loss, if applicable, as set out in the adopted annual report.
4. Election of new members to the Board of Governors, or re-appointment, and information about newly appointed members.
5. Election of auditor(s).
12. REMUNERATION TO THE BOARD OF GOVERNORS
12.1 The external members of the Board of Governors may receive an annual remuneration, which will be determined based on the nature and extent of the work.
12.2 The maximum annual remuneration to the external members of the Board of Governors taking on a chairmanship of a Board committee will be DKK 100,000. The remuneration to the other external members cannot exceed the remuneration to the board members holding a chairmanship. The decision on the size of the remuneration will be made in accordance with Article 9.3.
13. FINANCIAL STATEMENTS AND AUDITING
13.1 The financial year of the Foundation will be the calendar year.
13.2 The financial statements of the Foundation must be audited by a state-authorised or registered public accountant.
14. APPROPRIATION OF PROFIT
14.1 The appropriation of profit may be postponed to a subsequent financial year if this is considered necessary to meet the objects of the Foundation.
15. BINDING SIGNATURES
15.1 The Foundation will be bound by the joint signatures of the chairman and one member of the Board of Governors, or by the joint signatures of all members of the Board of Governors.
15.2 The Board of Governors may grant power of procuration to sign for the Foundation.
16. FINANCIAL YEAR, ANNUAL REPORT
16.1 The financial year of the Foundation will be the calendar year. The first financial year will run from the date of formation to 31 December 2012.
16.2 The annual report must give a true and fair view of the Foundation, its financial position and its results.
17. AMENDMENTS TO THE ARTICLES OF ASSOCIATION, DISSOLUTION, EXTRAORDINARY TRANSACTIONS
17.1 Subject to a majority approval by 3/4 of all members of the Board of Governors, and subject to approval by the relevant supervisory authority ("fondsmyndigheden"), the Board of Governors may make amendments to these Articles of Association, including the objects of the Foundation. In this connection it can be decided that the Foundation must merge with another commercially operated foundation or take over a limited-liability subsidiary company, or that the Foundation must be dissolved. In the event of dissolution, the capital will be distributed in accordance with Article 14.
17.2 In the event of dissolution or liquidation, any liquidation proceeds or profits will be distributed to another Danish foundation or association whose objective corresponds with the object of the Foundation § 4.1, or in other ways correspond with common good or general charity.
17. 3 With regard to any extraordinary transactions involving a risk that these Articles of Association are not in compliance with, the Board of Governors may only carry out or assist in such transactions after having obtained prior approval from the relevant supervisory authority.