CHAPTER 3 (Organization)

Article 11 (Annual General Meeting)

The Annual General Meeting (AGM) shall be the main forum for Members to exercise influence on the activities of DCCJ.

DCCJ shall hold an ordinary Annual General Meeting (AGM) of its Members within 90 days (unless there are reasons to postpone)after termination of the fiscal year. Notification of the AGM must be mailed or e-mailed to the Members 15 days prior to the date.

Following business shall be on the agenda of the AGM:

• 1. Report from the Chairman of the Board of Directors.

• 2. Presentation and adoption of DCCJ's financials including an audited statement of accounts for the preceding year.

• 3. Presentation and adoption of DCCJ's budget including annual fees for the current year. 4. Elections of Board of Directors.

• 5. Appointment of Audit Committee.

• 6. Any other business as deemed appropriate by the Board and/or raised by one or more voting Members.

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Meetings of an Extraordinary General Meeting can be called by either the Board of Directors or by Members representing more than 50 (fifty) percent of the votes. Announcement of such meetings including agenda shall be mailed/e-mailed to all voting members at least 15 calendar days prior to the meeting.
Minutes shall be taken at the ordinary AGM as well as at the Extraordinary General Meeting. 

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Article 12 (Decision Types & Voting Process)

There are 3 basic types of Member Decisions:

• 1. Election of Board Members are decided by a simple (50%) majority.

• 2. Other decisions by the DCCJ members will be brought forward by the Board of Directors and decided by a simple (>1/2) majority.

• 3. Amendments to the Bylaws require a 2/3 majority

Amendments to the Articles of Bylaws:

Amendments to the articles of these Bylaws may be proposed in writing by any Member to the Board of Directors. The Board Members shall present the amendment recommendation to the Members no later than 60 days from the day of receipt of the proposal for a decision at the next ordinary meeting.

Voting Process:
If an adequate quorum is physically present at the AGM,then decisions are taken on that occasion. If not, then votes must be cast to the DCCJ Secretariat within 15 calendar days. Abstaining to vote will mean that the Member’s weighted vote will be removed from the total sum of votes and thus not count in the decision.

An “adequate quorum” consists of Members making up a total of 50% of total combined number of Corporate and Individual Members votes unless Amendments to the Bylaws are on the agenda, then it consists of members making up 2/3 of total combined number of member votes.In case of even decisions, the Chairman's vote is deciding.

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Article 13 (Roles & Responsibilities) 

There shall be 4 roles and responsibilities in the operation of DCCJ:

• 1. Board of Directors (BoD)

• 2. Executive Board (EB)

• 3. Executive Director (ED)

• 4. DCCJ Secretariat

Additionally, the incumbent Head of Trade at the Danish Embassy is invited to join BoD meetings and EB meetings as an observer and liaison to the Embassy.

The Board of Directors of DCCJ consists of 1 Chairman, min. 1 and max. 3 Vice Chairmen, and the remaining members being designated Directors. The total number of the Board is not to exceed 15.

Qualified for being elected to the Board of Directorsare:

• 1. Corporate members with any citizenship and with no delinquent dues

• 2. Individual members with Danish citizenship and with no delinquent dues

• 3. Honorary members

Elections take place at the annual General Assembly. Elections are valid for a 2-year period with an annual reconfirmation.

The Chairman cannot be elected for more than 3 consecutive 2-year periods with an annual reconfirmation based on a clearly articulated continued commitment to the Chairman role.

The Chairman must appoint min. 1 and max. 3 Vice Chairmen from consenting Board Members to support in the operational activities of DCCJ.

The Board Members are expected to show commitment for the Chamber activities and, after a reasonable number of years on the Board, expected to volunteer for the Vice Chairmen and/or Chairman roles.

In case a Board Member decides to resign during the period in office, the remaining Board Members may decide either to continue with reduced number of members or to invite an eligible Member to join the Board for the period until the next AGM at which time the vacant seat is opened for election.

The Board of Directors (BoD) shall:

• 1. Constitute itself immediately following the Annual General Meeting (AGM)

• 2. Elect the Chairman.

• 3. Delegate the operational mandate to the Executive Board

• 4. Review past activities and make high-level directional decisions at a quarterly Board meeting to be held 4 times per year. The AGM constitutes one of these 4 meetings.

• 5. Each BoD member is expected to participate minimum 2 times per year to be eligible for continuing the following year.

• 6. At Board Meetings decide by the majority of Members present. In case of an even decision, the Chairman's vote is deciding.

• 7. At each Meeting, financials and budget follow-up are to be presented. Minutes are to be taken and approved by the Board no later than at the next Board Meeting.

• 8. The Board of Directors may:
  A) Enter into agreement with an Executive Director (ED) to be responsible for the day-to-day activities of DCCJ.
  B) Enter into agreement with aDCCJ Secretariat to be responsible for supporting the day-to-day activities of DCCJ.

The Executive Board (EB) shall:

• 1. Consist of Chairman, all Vice Chairmen, ED, and DCCJ Secretariat as well as by invitation incumbent Head of Trade at the Danish Embassy

• 2. Give operational guidance and decision making to ED and DCCJ Secretariat to executive on the day-to-day activities of DCCJ.

• 3. Strive to meet either face-to-face or virtually once per month

The Executive Director (ED) shall be responsible for the day-to-day activities of the Chamber. Duties include:

• 1. Actively promote DCCJ.

• 2. Create and organize interesting events, introducing guest speakers. Events must be approved by Executive Board (EB).

• 3. Recruit new members.

• 4. Retain existing members by reaching out to them

• 5. Keep up-to-date DCCJ membership list and contact data (work with DCCJ Secretariat).

• 6. Update DCCJ home page.

• 7. Send out DCCJ newsletters.

• 8. Prepare pre-reads and update to BoD quarterly board meetings

The DCCJ Secretariat shall be responsible for supportingthe day-to-day activities of the Chamber. Duties include:

• 1. Assist with updating DCCJ homepage

• 2. Assist with arranging/ executing events

• 3. In charge of DCCJ Bank/ Petty cash

• 4. Main contact to DCCJ members in regards to invoicing

• 5. In charge of DCCJ finance, in cooperation with Executive Director and Auditor

• 6. Set-up/ arrange Board meetings, writing minutes

• 7. Give/receive relevant information/input for DCCJ.

• 8. Support on maintaining up-to-date membership database
  
  
   

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