Articles of association

§1 Name and domicile

Para. 1. The name of the association is Air Force Memorial Center Als. Para. 2. The domicile of the association is in Sønderborg Municipality.

§2 Purpose

The purpose of the association is to establish and ensure the operation of a historical experience center in Sønderborg Municipality, concerning the air war over Denmark during World War II.

§3 Membership

Para. 1. Anyone who has the desire and will to promote the purpose of the association can become a member. Both active and passive members can be admitted.

Para. 2. Membership is obtained by contacting the chairman or the treasurer.

Para. 3. Resignation can be made by contacting a board member, effective at the end of a fiscal year.

Para. 4. Members pay a membership fee set by the general assembly.

Para. 5. All communication between the association and the members is conducted electronically.

§4 The General Assembly

Para. 1. The general assembly is the highest authority of the association.

Para. 2. An ordinary general assembly is held once a year by the end of February and is called with at least three weeks’ notice by email to members, on social media, and on the website with an agenda.

Para. 3. All members who have paid the due membership fee are entitled to attend and vote at the general assembly.

Para. 4. The agenda for the ordinary general assembly must at least include the following items:

• Election of a chairman
• The chairman’s report
• Presentation of accounts
• Approval of budget
• Setting the membership fee for the next fiscal year
• Consideration of proposals received
• Election to the board
• Election of auditor and deputy auditor
• Any other business

Para. 5. Proposals to be considered at the general assembly must be received by the board at least 8 days before the general assembly. Proposals for amendments to the bylaws to be considered must be received by the board at least two weeks prior to the ordinary general assembly.

Para. 6. The general assembly is chaired by a chairman who may not be a member of the board.

Para. 7. The general assembly makes its decisions by simple majority and by show of hands. However, written voting is used when requested by just one attendee. In personal elections, where more candidates than the number to be elected are proposed, written voting is always used. In such personal elections, the rule of simple majority applies. In case of a tie, lots are drawn.

§5 Extraordinary General Assembly

Para. 1. An extraordinary general assembly may be held when the board deems it necessary and shall be held when at least 1/3 of the members submit a written justified request to the chairman. In such cases, the general assembly must be held no later than four weeks after the request has come to the chairman’s knowledge.

Para. 2. The notice period for an extraordinary general assembly is 2 weeks and is called by email to members, on social media, and website with an agenda.

§6 The daily management of the association

Para. 1. The daily management of the association consists of the board, which includes the chairman, vice-chairman, treasurer, and secretary, as well as up to 3 members. The board is elected by the general assembly for a 2-year period, so that every year up to 4 members and 1 deputy are elected. However, in the first year, up to 7 board members and 2 deputies are elected. The election period is determined by the elected board at the constituting meeting.

Para. 2. The board manages the association in accordance with these bylaws and the decisions of the general assembly.

Para. 3. No later than 14 days after a new election to the board, a constituting meeting is held, where the board among its members elects the chairman, vice-chairman, treasurer, and secretary. All positions of trust are valid until the next general assembly.

Para. 4. The board sets its own order of business. It may establish subcommittees and working groups for the handling of specific tasks.

Para. 5. The chairman – and in his absence the vice-chairman – calls and leads the board meetings. The call is made in writing with an agenda when the chairman deems it necessary, or when at least three members of the board request it from the chairman. In such cases, the meeting is held no later than 2 weeks after the request has come to the chairman’s knowledge.

§7 Finance, accounting, and audit

Para. 1. The fiscal year of the association follows the calendar year.

Para. 2. The board is responsible to the general assembly for the budget and accounts.

Para. 3. The association’s accounts are managed by the treasurer, who also maintains the association’s membership register.

Para. 4. The accounts are audited by the auditor elected at the general assembly.

§8 Signing authority and liability

Para. 1. The association is externally represented by the signature of the chairman and at least one additional board member jointly. For taking out loans and for the sale/mortgaging of real estate, the association is represented by the entire board. The association is liable with its equity for such actions.

Para. 2. The members of the association are not personally liable for the obligations of the association.

§9 Amendments to the bylaws

Para. 1. These bylaws can only be amended with a 2/3 majority of the voting members present at a general assembly or an extraordinary general assembly, where the amendment proposal is included in the agenda.

Para. 2. The amendments to the bylaws take effect from the general assembly at which they are adopted.

§10 Dissolution

Para. 1. Dissolution of the association can only take place with a 2/3 majority of the voting members present at two consecutive general assemblies.

Para. 2. In case of dissolution, the assets and effects of the association shall be used in accordance with the purpose set out in §2 or for other charitable purposes. The decision on the specific use of the assets and effects is made by the dissolving general assembly.