6. Ordinary General Assembly
Paragraph 1: An Ordinary General Meeting shall be held every year in the first half of the year.
Paragraph 2: The General Assembly shall be convened by the Board, by e-mail, with at least 8 weeks’ notice.
7. Extraordinary General Assembly
Extraordinary General Assembly shall be convened by the Board of the OpenSourceResearch Collaboration. If three members of the Organisation wish for the assembly to occur, or if a fifth of the members request it in writing, it shall happen. Written notice of an Extraordinary General Assembly must be given at least fourteen days in advance and must be given at least four weeks after the date of the request.
8. The Board
Paragraph 1: The Board of Directors, consisting of a Chairman and 4-6 members, shall be elected at the Ordinary General Assembly every three years. Each year two deputies are elected for one year. An auditor and an alternate auditor shall also be elected. A broad geographical distribution in Denmark- and the world shall be sought for the positions on the Board and the committees. A member elected by election due to the premature departure of another Board member shall be elected only for the remaining term of the departing Board member.
Paragraph 2: Voting shall be by written ballot. The maximum number of names to be entered on the ballot papers shall correspond to the number of vacancies on the Board of Directors or the Auditors. The nominees elected by the current members of the Administrative Board and the Auditor who receive the highest number of votes shall be elected as alternates in the order corresponding to the votes cast.
Paragraph 3: The Board shall be constituted immediately after the General Assembly by a Chairman, a Vice-Chairman, a Secretary and a Treasurer.
Paragraph 4: Re-election of members of the Board may only take place once, for two members during the following terms cf. Paragraph 5.6.
Paragraph 5: The Board shall keep minutes of all Board meetings. No decision may be taken by the Board unless four of its members are present. In other respects, the Board shall adopt its own rules of procedure.
Paragraph 6: The Board shall keep and administer a list of the members of the Organisation and shall lay down the rules for its use.
9. Expenses of the Board
Travel expenses of Board members and Committee members to convened meetings shall be reimbursed in accordance with the rates of the Danish State.
10. Amendments to the Statutes
Amendments to the Statutes may be made by a General Assembly with two thirds of the votes cast. Amendments to the Statutes put to a vote pursuant to Paragraph 5.5 may be adopted by a two-thirds majority of the votes cast.
Proposals for amendments to the Statutes must reach the Board at least fourteen days before the convened General Assembly.
11. Dissolution of the Organisation
Decisions to dissolve the Association shall be taken in accordance with the same rules as for amendments to the Articles of Association. Upon termination of the Association, any
Paragraph 1: The convocation must contain an agenda with the following fixed items:
- Election of the President
- Approval of the agenda
- Report by the President
- Report of the Committees
- Approval of the election of representatives to the Boards, representative bodies and similar bodies of other organisations
- Proposals received from members pursuant to Paragraph 6.4
- Election of the President
- Election of members and alternates
- Election of auditor and alternate
- Presentation of audited accounts
- Presentation of the budget and setting of subscriptions
Paragraph 2: A member may, by written request to the Board at least four weeks before an Ordinary General Assembly, have a matter included as an independent item on the agenda.
Paragraph 3: The General Assembly shall constitute a quorum when at least 5% of the members of the Organisation are represented. Otherwise, elections to the Board of Directors and matters to be voted on shall be decided by ballot. The ballot shall be called by the Board within four weeks after the General Assembly.
Paragraph 4: Elections and matters on the agenda may be voted on by written proxy. Each member present may bring four proxies. The proxies must be received by the Board and approved at the beginning of the General Assembly.
Paragraph 7: Decisions at the General Assembly shall be taken by simple majority. Voting may be by show of hands, but must be in writing if a member so requests. The election of the President, other members of the Board, auditors and deputies shall be by written ballot.
Paragraph 8: In the event of a tie in the election of the President, a binding re-election shall be held; in the event of a new tie, the election shall be decided by drawing lots. In the event of a tie in other matters, the President’s vote shall count twice.
Paragraph 9: No decisions may be taken on matters dealt with under “Any other business” on the agenda.