DBA, Indonesia

DANISH BUSINESS ASSOCIATION
CONSTITUTION
21 MAY 2008

1. NAME

A. The society shall be known as the DANISH BUSINESS ASSOCIATION – hereinafter referred to as, “DBA”.
B. The registered place of business of the DBA will be decided by the AGM, and normally be at the same location as the “President”.

2. OBJECTIVE

The objective of the DBA is to promote trade between Indonesia and Denmark, and to exhilarate social interaction between members.

3. MEMBERSHIP

A. As members DBA can include Corporate Members, Individual Members and Honorary Members. The term “Member” shall include representatives duly appointed by Corporate Members to vote at General Meetings.
B. Individual Membership shall be open to all persons who are employed in companies, registered or represented in Indonesia having direct or indirect business interest with Denmark.
C. The General Meeting may on the recommendation of the Board elect as Honorary Members persons who have made significant contributions to promote trade between Indonesia and Denmark. An Honorary Members shall enjoy all rights and privileges of Membership. They shall, however not be eligible to the Board.
D. Admissions of Membership, whether Corporate, Individual or Honorary shall be at the absolute discretion of the Board and the Board’s decision as to an applicant’s qualification for Membership under Clauses 3 B, C, D, shall be final and conclusive.
E. Visiting businessmen from abroad may participate in all DBA Meetings as member’s guest(s).

4. DEFINITION OF MEMBERS

A. Application for election as a Member shall be made in such form as may be determined by the Board. Applications can either be by membership enrollments from the homepage or in written form.
B. All applications for Membership can be scrutinized by the Board and all applicants shall be elected by the Board by a majority vote.
C. Upon election, the name and address of the Member shall be entered in the Register of Members and the fact of his election shall be communicated to him, without delay.
D. The new Member elected shall also be furnished with a copy of this Constitution and a request to remit to the DBA within one (1) month the amount membership fee. Upon payment of his first membership fee, he shall become a Member of the DBA, be entitled to all the benefits and privileges of Membership and be bound by the Constitution.
E. If the membership fee is not paid within one (1) month from the date of such request as aforesaid, the election of such candidate shall be void, unless the delay in payment is due to force majeure.

5. ANNUAL MEMBERSHIP FEE

A. The annual membership fee payable by all categories of Members shall be determined by the Annual General Meeting.
B. The annual membership fees (except the first membership fee of a new Member as provided by Article 4 D) shall be payable during the month following the Annual General Meeting. Companies and/or persons becoming corporate or individual members more than 6 months after the last AGM shall pay a half year membership fee.
C. If any Member shall fail to pay his annual membership fee on or before the first day of the second month after it has become due, the Board may in its absolute discretion deny the Member and all the benefits and privileges of Membership until the default is rectified.

6. RESIGNATION, SUSPENSION AND EXPULSION

A. A Member may at any time, by giving notice in writing to the Secretary, revoke his Membership, but shall continue to be liable for any membership fee or other sum due and unpaid at the date of his resignation.
B. If any Member were to persistently violate this Constitution or if his conduct in or out of the DBA shall, in the opinion of the Board, be jeopardizing the character or interest of the DBA, the Board shall after enquiry and notice given, exercise its power of suspension or expulsion of such a Member.

7. THE BOARD

A. The day-to-day management of the DBA shall be deputed to a Board of four (4), six (6) or eight (8) Board Members elected at an Annual General Meeting. Resigning Board Members shall be replaced at the Boards discretion.
B. Proposals for new Board members shall if possible be submitted to the Members at least 14 days before the Annual General Meeting. The four, six or eight names receiving the highest number of votes at the Annual General Meeting shall be the Board Members. In the case of two or more candidates receiving an equal number of votes, the vote shall be determined by ballot. Members serve in the Board for two years.
C. The Board members will choose in their first Board Meeting a President and Vice President of DBA.
D. The Board shall meet at least six times a year and three (3) elected Members of the Board shall form a quorum. In the event of equality of votes, the President or in his absence, the Vice President shall have a casting vote. The board shall decide all questions by a simple majority. Seven (7) days notice is required before the holding of any Board meetings.
E. The Board shall have power to authorize the expenditure of such sums as it may deem fit from the DBA funds for the purposes of promoting and furthering the objectives of the DBA.

8. SUB-COMMITTEES

The Board may also establish from amongst Members such committees as it deems necessary. The Board may depute or refer to them such powers and duties as the Board may determine.

9. ANNUAL GENERAL MEETING

A. The Annual General Meeting shall be held in the month of August each year upon a date and at a time to be fixed by the Board for the following purposes:
I. To decide the annual membership fees payable by both corporate and individual Members.
II. To receive from the Board a Report of Activities, a Balance Sheet and Statement of Accounts for the preceding financial year and Budget for the current financial year.
III. To elect Members for the Board in accordance with Article 7 for the following year.
IV. To appoint auditors for the ensuing year.
V. To decide on any resolution, this may be duly submitted, to the meeting as hereinafter provided.
B. Any Member desirous of moving any resolution at the Annual General Meeting shall give notice in writing to the President not less than two weeks before the date of such meeting.
C. The Board may at any time for any special purpose call an Extraordinary General Meeting.
D. Al least fourteen (14) days before the Annual General Meeting or Extraordinary Meeting, a written notice of such meeting and of the business to be transacted thereat shall be sent to every Member.
E. At all General Meetings, the President or in his absence, the Vice President shall take the chair. Every Corporate or Individual Member present shall be entitled to one vote upon every motion, and in case of an equality of votes, the President shall have a casting vote. Upon a request by a majority of those present, the voting can be conducted by secret ballot.

10. OFFICE BEARERS

The Secretariat of the DBA shall have a domicile which shall be decided by the President. The president of the Board shall appoint an Executive Secretary.
The Executive Secretary shall;
I. Record the minutes of all meetings and record all the decisions taken by the Board.
II. Keep and maintain the Register of Members;
III. Update event list on the web site.
IV. Perform such other duties and functions as determined by the Board.

B. A Treasurer shall also be appointed by the President of the Board and shall have the following responsibilities;
I. Keep and maintain all financial records.
II. Receive all membership fees and all other funds received by the DBA and shall keep the books of all financial transaction;
III. Issue and sign receipts, vouchers and other related documents for funds received on behalf of DBA;
IV. Prepare and submit and Annual Statement of the Balance Sheet for submission to the Annual General Meeting, in January every year.
V. Deposit in a bank to be named by the Board all funds received on behalf of the DBA except such sum which to be deducted by the Board should be retained to meet petty cash expenses of the DBA.
VI. Sign all cheques issued by the DBA. Other signatories shall be the President or the Vice President.

11. QUORUM AT GENERAL MEETINGS

In any General Meeting, Annual or Extraordinary, 25% of the Member constitute a quorum.

12. ACCOUNTS AND AUDIT

A. The financial year of the DBA shall end on the 31st day of July on which day the accounts of the DBA shall be balanced.
B. At every Annual General Meeting, two members of the DBA, not being Members of the Board, shall be elected to serve as auditors for the ensuing year.

13. AMENDMENTS TO RULES

A. No alterations or additions to this Constitution shall be made except at an Annual General Meeting or at an Extraordinary General Meeting.
B. Proposal for amendments to the constitution shall be submitted to all Members one month ahead of the Annual General Meeting or the Extraordinary General Meeting.

14. INTERPRETATION

The Board shall be the sole authority for the interpretation of the Constitution and the decision of the Board upon any question of interpretation or upon any matter affecting the DBA and not provided for by this Constitution shall be final and binding on the Members.

15. DISSOLUTION

A. The DBA shall not be dissolved except with the consent of three-quarters (3/4) of the Members at a General meeting.
B. In the event of the DBA being dissolved, all debts and liabilities shall be fully discharged and the disposal of the remaining funds shall be decided by the General Meeting.

Jakarta, 2008-05-21
Jakob Friis Sørensen and Michael Lundager