Articles of Association
I Name and registered office
1.
Danish Cultural Institute is an independent, self-governing, non-profit institution with registered office in Copenhagen.
1.2
The name of the institute is Danish Cultural Institute.
1.3
Its secondary names are Danish Kulturinstitut/Dansk Kulturcenter/Dansk Kulturforum and the language versions thereof that are used at the locations around the world where Danish Cultural Institute operates.
Information about the language versions must always be accessible on the website of Danish Cultural Institute.
II Object
2.
The object of Danish Cultural Institute is to promote the international exchange of information about Danish culture, art and society in order to foster mutual understanding and to increase knowledge about foreign culture in Denmark.
2.2
To serve this purpose, Danish Cultural Institute also establishes branches in other countries. New branches may be established following a recommendation by the director and approval by the board.
2.3
The Danish Cultural Institute works in Denmark and abroad with public authorities, public and private companies, institutions and organisations, and private individuals.
III Organisation
3.
Danish Cultural Institute’s highest authority is the council.
4
Danish Cultural Institute is managed by a board, which ensures that the guidelines laid down by the council are complied with.
5
The board appoints a manager to oversee the day-to-day management of Danish Cultural Institute in Denmark and abroad.
IV The council
6
The council has up to 60 representatives.
6.2
Institutions engaged in international co-operation may be elected to the council. The institutions elect their own representatives. The appointed representative must be affiliated with or employed by the institution in question. The institution is entitled to elect a new representative in the case of termination. If not, the representative may serve out his or her time.
6.3
Individuals of significance to, and with an interest in, cultural cooperation with foreign countries may also be elected as members of the council. Members shall serve a term of four years, with the possibility of re-election once.
6.4
2 members are elected by and from amongst the staff, who will determine the election term.
6.5
The political parties in the Danish parliament ‘Folketinget’ may each appoint a representative to the council.
6.6
Members referred to in 6.2 and 6.3 are recommended by the board and elected by the council.
6.7
Members elected under 6.2 and 6.3 are elected for a term of 4 years.
7.
Council meetings are held once a year before the end of May.
8.
The agenda of the council meetings is as follows:
- Election of presiding officer
- Presentation of report and adoption of accounts
- Proposals received. Proposals for consideration at the council meeting must be received by the board no later than 21 days before the council meeting
- Approval of the council members recommended by the board
- Election of members to the board
- Any other business
8.2
Notices convening the meeting must include the agenda and must be issued no later than 2 weeks before the meeting.
8.3
Resolutions are adopted by simple majority of votes. In the event of a parity of votes, the Chair has the casting vote.
8.4
Votes are cast in writing or by show of hands. The presiding officer decides whether votes are to be cast in writing or by show of hands.
8.5
Absent members may appoint another member or the board to act as their proxy in the case of a vote; such proxy may, however, only be appointed once.
8.6
Minutes of the council meeting are distributed as soon as possible after the meeting.
Any objections to the minutes must be submitted to the Chair within 2 weeks from receipt thereof.
9.
Extraordinary council meetings may be held at the request of the Chair; or if at least 15 council members issue a written notice of meeting to the council stating the agenda.
10.
The CEO has the right and obligation to participate in the council meetings but has no right to vote.
V The board
11.
The Board consists of 7–9 members. The 2 employee-elected members of the Council are also members of the Board. At the first ordinary Board meeting following the Council meeting, the Board constitutes itself by electing a Chair and a Vice-Chair.
11.2
The members of the Board, apart from the two employee-elected members, are elected for a term of four years. Members step down after two election terms.
11.3
The Board is appointed in accordance with the rules on gender composition in public boards and adheres to the Ministry of Culture’s current recommendations on “Good Governance in Self-Governing Cultural Institutions”, taking into account the Board’s overall competencies and diversity.
11.4
The board draws up rules of procedure for the performance of its duties.
12.
The board is in charge of the general management of Danish Cultural Institute on behalf of the council.
12.2
The board is in charge of the financial dealings of the Institute, including compliance with the terms and obligations of the authorities that provide the grants.
12.3
Resolutions by the board are adopted by simple majority. In the event of parity of votes, the Chair has the casting vote.
12.4
The board is quorate when at least half the members are present, including the Chair or Vice-Chair.
12.5
The Chair convenes and presides over the meetings of the board, which must be held 4 times a year as a minimum. Meetings must be held when requested by at least 4 members.
12.6
The CEO has the right and obligation to participate in board meetings but has no right to vote.
VI Day-to-day management
13.
The board employs and dismisses the general manager, the CEO. The CEO is responsible for day-to-day management in compliance with the Articles of Association of Danish Cultural Institute and the instructions of the board.
13.2
The CEO draws up discussion papers, strategies and action plans for the board as well as budgets and accounts for the board’s approval.
13.3
The CEO employs and dismisses the other staff of Danish Cultural Institute in compliance with government rules on wages and staff.
VII Power to bind the company
14.
Danish Cultural Institute is bound by the joint signatures of the chairman and the CEO.
14.2
The board may grant powers of procuration.
VIII Funds
15.
Since 2011, the Danish Cultural Institute has received subsidies from the Ministry of Culture. The subsidy is determined by the annual appropriation acts.
15.2
Furthermore, Danish Cultural Institute seeks funds from public authorities, private organisations and companies, foundations, regions and municipalities.
IX Budget, accounts and audit
16.
The financial year of Danish Cultural Institute is the calendar year.
16.2
The annual accounts are audited by a state-authorised or registered auditor and submitted by the board to the council for approval.
16.3
The annual report of Danish Cultural Institute and the audited accounts as approved by the council are submitted to the Ministry of Culture for approval.
X Articles of Association
17.
The Articles of Association are adopted by the council and sent to the Ministry of Culture for approval.
17.2
Any proposal for amendment is subject to the approval by two-thirds of the council members who are present.
XI Discontinuation of Danish Cultural Institute
18.
The discontinuation of Danish Cultural Institute is subject to a council meeting convened for this purpose at which the adoption of such a decision requires at least three quarters of the votes of all members who are entitled to vote. In the event that the proposal to discontinue the institute is approved but without the prescribed majority, a new council meeting must be convened, at which the proposal may be adopted by three quarters of the votes cast.
In the case of discontinuation, the practical and financial winding down of Danish Cultural Institute is to be agreed upon with the Ministry of Culture.
18.2
In case of the discontinuation of Danish Cultural Institute, any remaining financial capital of the Institute shall be used according to the Objects of the Institute following directions from the resigning board and upon approval from the Ministry of Culture.
Thus adopted on 22nd of May 2025