Board Meetings

The bylaw of of the NHC

18.11.2008
Articles of Association
Nordic Haemophilia Council


Name and registered office
1. The name of the Association is Nordic Haemophilia Council (NHC).

2. The NHC has its registered office at the address of the Haemophilia Centre in Copenhagen: Enhed for Trombose og Hæmostase, Hæmatologisk Klinik IV, afsnit 4271, Rigshospitalet, Blegdamsvej 9, DK-2100 København Ø, Denmark.

The objects of the NHC
3. The NHC is established through a partnership between Nordic haemophilia doctors.

4. The object of the NHC is to:
• Improve knowledge of haemophilia and related disorders
• Further and support the cooperation between the Nordic haemophilia centres
• Further and support the theoretical and clinical education and research within haemophilia and related disorders
• Develop diagnostic and treatment guidelines
• Serve as an expert referral group for, and give advice to authorities, concerning matters within the area of haemophilia and related disorders
• Foster international collaboration

5. The NHC is a non-profit organisation.

Membership
6. Doctors and related experts employed by, or affiliated with the Nordic haemophilia centres may become members of the NHC.

7. Application to become a member of the NHC shall be sent to one of the Executive Committee members, who will present candidate members at the General Meeting of the NHC, which will decide by standard majority vote to admit or refuse membership.

8. Notifications concerning resignation of membership shall be made to the Executive Committee.

General meetings
9. The General Meeting is the supreme authority of the NHC in all matters.

10. The General Meeting constitutes a quorum in all matters mentioned in the issued agenda without regard to the number of appeared members.

11. The Ordinary General Meeting is to take place annually.

12. The Ordinary General Meeting is convened by the Executive Committee giving at least 6 months notice on the NHC home page and by e-mail to the members.

13. The agenda should be posted on the NHC homepage and communicated by e-mail to the members at least 4 weeks in advance.

14. Proposals for the agenda of the General Meeting have to be addressed to the Chairman of the Executive Committee within 6 weeks notice before the General Meeting takes place.

15. The agenda for the Ordinary General Meeting shall include the following:
1. Appointment of chairman of the meeting.
2. The report from the past year by the Executive Committee.
3. The report from the working groups.
4. Presentation of the audited annual report from the past financial year.
5. Discussion of incoming proposals.
6. Appointment of the Executive Committee, cf. 6.
7. Appointment of working groups
8. Appointment of auditor.
9. Any other business.

16. The Extraordinary General Meeting is convened, when the Executive Committee requests so, or when at least 50 % of the members with specification of the agenda in writing bring forward a demand to the Chairman of the Executive Committee.

17. The Extraordinary General Meeting is to take place 8 weeks at the latest after such a request has been received, and has to be convened with agenda within at least 4 weeks notice.

18. All resolutions of the General Meeting are adopted by way of simple majority. However, resolutions on amendments of the Articles of Association have to be adopted by 2/3 of the members present and entitled to vote.

19. Voting should be open. However, if 3 or more members request so, the voting should be closed. In case of equality of votes, the Chairman shall have the casting vote.

Election of the Executive Committee
20. The Association is managed by the Executive Committee

21. The Executive Committee consists of a Chairman, a Treasurer and a Secretary.

22. The members of the Executive Committee are appointed by the General Meeting.

23. A member of the Executive Committee is elected for a term of 2 years and can be re-elected for a total of 3 consecutive terms.

24. If a member of the Executive Committee resigns prematurely, the position is taken over by another member of the Executive Committee for the remaining period. If necessary, an Extraordinary General Meeting may be convened to appoint a new Chairman.

Business of the Executive Committee
25. The Executive Committee is responsible for the day-to-day management such as implementation of initiatives to promote the objectives, implementation of the resolutions adopted by the General Meeting and discussions of requests to the NHC.

26. The Executive Committee records minutes of its negotiations and resolutions.

Rule of authorised signature
27. The NHC shall be bound by the joint signatures of the Chairman of the Executive Committee and a member of the Executive Committee or by the joint signatures of the entire Executive Committee.

Accounts and audit
28. The accounting year of the NHC is the calendar year.

29. The members of the NHC shall pay an annual membership fee, which shall be determined by the General Meeting. The NHC may receive unrestrictive donations and contributions from companies and institutions.

30. The funds of the NHC are placed on accounts according to the directions of the Executive Committee.

31. The Executive Committee decides how the funds of the NHC shall be used.

32. The Executive Committee keeps account of the revenues and expenditures of the NHC and presents audited annual reports at annual General Meetings.

33. The Executive Committee may grant compensation for travel costs etc. in connection with assignments for the NHC, as a main rule in accordance with the regulations of the Danish state. Compensation can only be granted if application in this respect is forwarded, accompanied by original expenditure vouchers.

34. The annual report is signed by the auditor and the Executive Committee.

Dissolution of the Association
35. The NHC can only be dissolved by a resolution adopted at the General Meeting and a subsequent Extraordinary General Meeting, which is convened by giving at least 4 weeks’ notice.

36. Resolution on dissolution of the NHC requires at least 2/3 of the submitted votes at respectively the General Meeting and the Extraordinary General Meeting to vote in favour of the dissolution.

37. The General Meeting dissolving the NHC decides how to handle any debt or assets of the NHC.

38. In case of the dissolution of the NHC, the Executive Committee in power functions until the business of the NHC is settled.


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Adopted at the Statutory General Meeting of the Association held on 18 November 2008.

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