Articles of Association for PropTech Denmark

§ 1 Name and registered office

• Subsection 1. The name of the association is "PropTech Denmark."

• Subsection 2. The registered office of the association is located in the Municipality of Copenhagen.

§ 2 Purpose

• Subsection 1. The association is a non-for-profit organisation whose purpose is to promote innovation and technology within real estate, the construction industry, and the built environment as a whole (hereinafter referred to as "proptech") in Denmark as a basis for further innovation and growth.

• Subsection 2. The association shall be the focal point for Danish and Nordic companies, entrepreneurs, the real estate sector, knowledge institutions, and projects with competence or interest in proptech.

• Subsection 3. The association is an interest organisation for stakeholders (public and private companies, organisations, as well as educational and research institutions) in Denmark and internationally, working on or having an interest in the proptech area.

• Subsection 4. Thus, the association shall stimulate the ecosystem in the proptech area, including promoting research, innovation, development, and education. In this context, the association may, among other things, establish companies and associations, as well as engage in rental activities for the benefit of the proptech environment. The association may also initiate innovation networks, prepare analyses and reports, and implement other initiatives relevant to the proptech area.

• Subsection 5. The association may participate in national and international research and development projects that are deemed to support the development of the proptech area. The association may serve as a host for projects, innovation networks, and research initiatives in the field.

• Subsection 6. The association may participate as an active resource in public or other forums where the association is deemed to have a positive influence.

§ 3 Membership

• Subsection 1. Danish and foreign companies, institutions (including research and educational institutions), public authorities, and associations may be admitted as members if the applicant has a direct interest in fulfilling the purpose of the association.

• Subsection 2. Admission is granted by contacting the association's secretariat and submitting information about the legal entity's registration number (CVR.nr.), the company/organisation's articles of association, activities, organisational structure, and ownership.

• Subsection 3. Upon admission as a member, a proportional membership fee is paid according to § 6 for the remaining part of the fiscal year in which the registration takes place. Membership commences on the date when payment of the membership fee invoice is received in the association's account.

• Subsection 4. A member admitted in the association's first year is referred to as a "Founding Member."

• Subsection 5. Founding Members receive a written description from the association upon admission, outlining the benefits they will receive until December 31, 2020, by being admitted in the association's first year.

§ 4 Partners and sponsors

• Subsection 1. The board of the association may enter into a written agreement with both members and non-members regarding partnership and/or affiliation with the association as a sponsor, against payment of a partnership or sponsorship fee, respectively.

• Subsection 2. An agreement regarding partnership (hereinafter referred to as the "partnership agreement") provides the respective partner with the benefits explicitly described in the partnership agreement, as well as the right to appoint a member of the association's board, as stated in § 11, subsection 2, if it is specified in the partnership agreement that the partner is also a partner member.

• Subsection 3. An agreement regarding affiliation with the association as a sponsor (hereinafter referred to as the "sponsorship agreement") grants the respective sponsor the right to use this relationship in their marketing, as further regulated in the sponsorship agreement.

• Subsection 4. Partners and sponsors, as mentioned in § 4, may also become regular members of the association if they meet the requirements stated in § 3, subsections 2 and 3.

• Subsection 5. Sponsors and partners who have entered into a partnership agreement or sponsorship agreement with the association during the association's first year are referred to as "Founding Partners" and/or "Founding Sponsors."

• Subsection 6. Upon entering into the partnership agreement/sponsorship agreement, Founding Partners and Founding Sponsors receive a written description from the association regarding the benefits they will receive by entering into the partnership agreement or sponsorship agreement during the association's first year, until December 31, 2020.

§ 5 Communication between members and the association

• Subsection 1. All communication between the association, the board, and the members shall take place via email, SMS, or equivalent systems that are widely used, or through the association's membership system/website.

• Subsection 2. Notifications from the association, including demands, shall be considered delivered when sent to the contact email address provided by the member.

• Subsection 3. The member must appoint a contact person who can enter into binding agreements on behalf of the member in relation to the association.

• Subsection 4. It is the member's responsibility to maintain and update the information regarding the email address and contact person and ensure that the contact email address provided by the member is active and that emails are read by the member.

§ 6 Membership fee

• Subsection 1. A member is obliged to pay the annual membership fee determined by the board or general assembly. However, this does not apply to partners or sponsors who are also members, if they are exempted according to the partner agreement/sponsor agreement, or to others who are explicitly and in writing exempted from paying the annual membership fee by the board, for example, as tenants of co-working space in PropTech LAB or as knowledge partners in the Innovation Network.

• Subsection 2. Before the end of a fiscal year, the board determines the amount of the membership fee for the following year. The membership fee is collected and due in the first quarter of the year to which it pertains.

• Subsection 3. The general assembly may, as per § 9, subsection 3, number 4, amend the annual membership fee set by the board. If the general assembly approves changes to the membership fee for an ongoing fiscal year, any already collected membership fee amounts must be adjusted through reimbursement or additional collection in accordance with the resolution adopted by the general assembly.

§ 7 Termination and exclusion

• Subsection 1. Membership follows the association year. Membership is automatically renewed for an additional period of one year unless the association's secretariat receives a written notice of termination from the member no later than three months before the end of an association year.

• Subsection 2. If a member no longer meets the conditions for membership, or, at the discretion of the board, violates these bylaws, significantly damages the reputation of the association, hinders the achievement of the association's objectives, disregards the innovation committee's code of conduct for good innovation practices and collaboration, as stated in § 12, subsection 4, acts in a manner unworthy of the association, or otherwise fails to fulfil its obligations under the legislation or other provisions for the specific type of business, the board may exclude the member.

• Subsection 3. Before the board makes a decision on exclusion, the member in question must receive a written demand for rectification of the matter or for the cessation of the violation within a deadline of at least 14 days. If the matter is not rectified or the violation is not ceased by the member in question before the deadline expires, the board may exclude the member.

• Subsection 4. The board's decision to exclude a member may be made if 3/5 of the board members support the proposal.

• Subsection 5. An excluded member may request that the question of exclusion be examined at a general meeting in accordance with the rules applicable to the holding of general meetings.

§ 8 Liability of members and rights to the association's assets

• Subsection 1. Members are not liable for the obligations of the association.

• Subsection 2. Members do not have any claim to the association's assets upon resignation or expulsion.

§ 9 General Assembly

• Subsection 1. The general assembly is the highest authority of the association in all matters.

• Subsection 2. The ordinary general assembly is held every year before the end of May. In connection with the ordinary general assembly, an open annual meeting may be held with the participation of external guests.

• Subsection 3. The association notifies the date of the ordinary general assembly in writing at least 6 weeks before the meeting. The association invites members to the ordinary general assembly with a notice of at least 14 days by email. The notice must include the agenda. The agenda for the ordinary general assembly includes at least:

  • Election of a Chair

  • Report from the board

  • Presentation and approval of the annual financial statements

  • Presentation of the budget and approval of the annual fee for the upcoming year

  • Election of eight members to the board, elected by members who are not partner members. Four members are elected for two years in even years. Four members are elected for two years in odd years. Re-election is possible.

  • Information about the appointment of up to seven board members by partner members, elected for 1 year.

  • Information about sponsors' nomination of members to advisory boards.

  • Election of an auditor

  • Any other business

• Subsection 4. Proposals to be considered at the general assembly must be submitted to the board in writing no later than 4 weeks before the assembly.

• Subsection 5. A member may be represented by proxy issued by the authorised signatories of the member.

• Subsection 6. The general assembly is always quorate, regardless of the number of represented members.

• Subsection 7. Decisions at the general assembly are made by simple majority among the represented members. Amendments to the articles of association, as stated in § 16, are excluded.

• Subsection 8. Each member has one vote per DKK 10,000 paid in membership fee/contribution to the association in the respective association year, with a maximum of 50 votes.

• Subsection 9. The association's general assemblies can be held electronically without physical attendance, i.e., as fully electronic general assemblies. Participation in general assemblies takes place via teleconference and/or video conference. Voting at the general assembly can be done separately through an internet-accessible system. Each notice for a general assembly will provide further information on how members can register for electronic participation, as well as details on the procedure for electronic participation in the general assembly.

§ 10 Extraordinary General Assembly

• Subsection 1. An extraordinary general assembly may be convened when deemed necessary by the board and must be convened when members representing at least 2/5 of the total number of votes of the association demand it in writing. When the convocation is made upon the request of the members, it must take place no later than 6 weeks after the request.

• Subsection 2. An extraordinary general assembly shall be convened with 14 days' notice by email.

§ 11 The Board

• Subsection 1. The association is led by a board. The board consists of up to 15 board members. The board should strive to include representatives with expertise in innovation, venture, and/or technology.

• Subsection 2. Eight board members are elected by the general assembly. Four members are elected for 2 years in even years, and four members are elected for 2 years in odd years. Re-election is possible. Each partner member has the right to appoint one board member for 1 year at the general assembly, unless the partnership agreement explicitly states otherwise, provided that the number of partner-appointed board members does not exceed seven.

• Subsection 3. The board shall appoint a Chair and a Vice-Chair. The Vice-Chair shall assume the duties of the Chair in case of the Chair’s absence.

• Subsection 4. The director, as per § 14, may not be a member of the board.

• Subsection 5. The board shall establish rules of procedure.

• Subsection 6. Minutes shall be taken at the board's meetings.

• Subsection 7. Participation in the board's work is unpaid. However, the board may decide to remunerate the Chair of the board.

§ 12 Responsibilities of the Board

• Subsection 1. The Board has the overall responsibility for the management of the association and its financial operations.

• Subsection 2. Board meetings are convened as often as the Chair deems necessary or when at least two members of the board or the Vice-Chair request it.

• Subsection 3. The Board establishes committees with special commissions, advisory boards, think tanks, etc., as needed. The Board appoints representatives for external tasks.

• Subsection 4. The Board may establish an innovation committee with the purpose of developing and maintaining a written set of rules for good innovation practice and collaboration within the association.

• Subsection 5. The Board makes decisions by simple majority vote based on the number of board members unless the bylaws prescribe a higher majority requirement. In the case of a tie, the Chair’s vote is decisive.

§ 13 Advisory board

• Subsection 1. The board may establish an advisory board, which may consist of representatives of members of the association as well as other stakeholders.

• Subsection 2. The advisory board shall serve as an advisory body to the board, but it does not have independent decision-making authority.

§ 14 CEO

• Subsection 1. The board may hire a qualified CEO to manage the daily operations of the association. The board establishes guidelines for the director's responsibilities and powers, including the establishment or outsourcing of a secretariat.

§ 15 Signing and procuration

• Subsection 1. The association is signed by the director in conjunction with a board member.

• Subsection 2. The board may grant procuration - individual or collective. Among other things, the board may grant procuration to the director to handle financial transactions made as part of the association's daily operations.

§ 16 Amendments to the Articles of Association

• Subsection 1. The decision to amend the articles of association can be made by the general assembly if at least 3/5 of the eligible voters are present (either in person or by proxy) and if the proposal is supported by at least 3/5 of the votes cast.

• Subsection 2. If fewer than 3/5 of the eligible voters attend a general assembly where an amendment to the articles of association is on the agenda, the eligible voters present may decide by a simple majority to convene a new general assembly (which must be convened in accordance with § 10, subsection 2) where a decision on the same proposal for an amendment to the articles of association can be adopted with a 3/5 majority of the votes cast at that general assembly.

§ 17 Accounts and audit

• Subsection 1. The association's fiscal year is the calendar year.

• Subsection 2. The annual financial statements must be presented to the board for approval after being audited by a certified public accountant appointed by the board. The financial statements are to be signed by the Chair of the board and the Vice-Chair.

§ 18 Dissolution

• Subsection 1. The association may be dissolved by the general assembly if decided according to the provisions in §16.

• Subsection 2. In connection with the winding up of the association upon its dissolution, the board shall ensure that projects that have received grants from public authorities are wound up in accordance with the applicable rules at any given time and with the necessary involvement of the grant-giving authority(-ies).

• Subsection 3. The board is responsible for any winding up. Once all debts have been paid, the board is authorised to allocate any remaining assets to a purpose that supports the proptech sector.

§ 19 Entry into Force

• The preceding bylaws came into force on September 10th, 2019, following approval at an extraordinary general assembly held on September 9th, 2019.