Articles of Association
Articles of Association of the Danish Cultural Institute
I Name and registered office
The Danish Cultural Institute is an independent self-governing institution with registered office in Copenhagen.
The name of the institute is the Danish Cultural Institute.
Its secondary names are Danish Cultural Institute/Danish Cultural Center/Danish Cultural Forum and the language versions thereof that are used at the locations around the world where the Danish Cultural Institute operates.
Information about the language versions must always be accessible on the website of the Danish Cultural Institute.
The object of the 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.
To serve this purpose, the Danish Cultural Institute also establishes branches in other countries.
The Danish Cultural Institute works in Denmark and abroad with public authorities, public and private companies, institutions and organisations, and private individuals.
The Danish Cultural Institute’s highest authority is the council.
The Danish Cultural Institute is managed by a board, which ensures that the guidelines laid down by the council are complied with.
The board appoints a CEO to oversee the day-to-day management of Danish Cultural Institute in Denmark and abroad.
IV The council
The council has up to 60 representatives.
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.
Individuals who are important for and are interested in the global exchange of culture may also be elected as members of the council. Members retire after 3 election terms, however no later than at the end of the election term during which the member turns 72. The council may in certain cases grant exemptions upon the board’s recommendation.
2 members are elected by and from amongst the staff, who will determine the election term.
The political parties in the Danish parliament ‘Folketinget’ may each appoint a representative to the council.
Members referred to in 6.2 and 6.3 are recommended by the board and elected by the council.
Members elected under 6.2 and 6.3 are elected for a term of 4 years.
Council meetings are held once a year before the end of May.
The agenda of the council meetings is as follows:
1. Election of chairman of the meeting
2. Presentation of report and adoption of accounts
3. Proposals received. Proposals for consideration at the council meeting must be received by the board no later than 21 days before the council meeting
4. Approval of the council members recommended by the board
5. Election of members to the board
6. Election of chairman and deputy chairman
7. Any other business
Notices convening the meeting must include the agenda and must be issued no later than 2 weeks before the meeting.
Resolutions are adopted by simple majority of votes. In the event of a parity of votes, the chairman has the casting vote.
Votes are cast in writing or by show of hands. The chairman of the meeting decides whether votes are to be cast in writing or by show of hands.
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.
Minutes of the council meeting are distributed as soon as possible after the meeting.
Any objections to the minutes must be submitted to the chairman within 2 weeks from receipt thereof.
Extraordinary council meetings may be held at the request of the chairman or the board; or if at least 15 council members issue a written notice of meeting to the council stating the agenda.
The CEO has the right and obligation to participate in the council meetings, but has no right to vote.
V The board
The board consists of 7-9 members. The chairman and deputy chairman of the council are both also chairman and deputy chairman of the board. Furthermore, 3-5 members of the council are elected. The 2 members appointed to the council by the staff are also members of the board.
Apart from the 2 staff-appointed members, the members of the board are elected for a term of 4 years at a time. Members retire after 3 election terms, however no later than at the end of the election term during which the member turns 72. The board may in certain cases grant exemptions.
The members of the board are appointed in compliance with the rules on gender composition in public boards, etc. of the existing sex discrimination act.
The board draws up rules of procedure for the performance of its duties.
The board is in charge of the general management of Danish Cultural Institute on behalf of the council.
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.
Resolutions by the board are adopted by simple majority. In the event of parity of votes, the chairman has the casting vote.
The board is quorate when at least half the members are present, including the chairman or deputy chairman.
The chairman 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.
The CEO has the right and obligation to participate in board meetings, but has no right to vote.
VI Day-to-day management
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 the Danish Cultural Institute and the instructions of the board.
The CEO draws up discussion papers, strategies and action plans for the board as well as budgets and accounts for the board’s approval.
The CEO employs and dismisses the other staff of the Danish Cultural Institute in compliance with government rules on wages and staff.
VII Power to bind the company
The Danish Cultural Institute is bound by the joint signatures of the chairman and the CEO.
The board may grant powers of procuration.
The Danish Cultural Institute receives funds from the Ministry of Culture.
Furthermore, the Danish Cultural Institute seeks funds from foundations, regions and municipalities.
IX Budget, accounts and audit
The financial year of the Danish Cultural Institute is the calendar year.
The annual accounts are audited by a state-authorised or registered auditor and submitted by the board to the council for approval.
The annual report of the 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
The Articles of Association are adopted by the council and sent to the Ministry of Culture for approval.
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
The discontinuation of the 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 the Danish Cultural Institute is to be agreed upon with the Ministry of Culture.
In case of the discontinuation of the Danish Cultural Institute, the capital of the Institute will be transferred to the Ministry of Culture. The Danish Cultural Institute is only liable for its existing capital.
Thus adopted on 23 May 2019.
Foto: Slava Bowman /Unsplash.