Articles of Association

§ Section 1 Name and registered office

Stk. 1. The name of the organisation is Vores Nykøbing.

Stk. 2. The association's secondary names are: Cityforeningen Nykøbing Falster.
Nykøbing F. Business association.
Our City - Nykøbing.
Our Town - Nykøbing Falster.

Stk. 3. The association's registered office is Guldborgsund municipality.

Article 4. The association is a continuation of Cityforeningen i Nykøbing Falster, founded on 1 January 1999 and Nykøbing F. Erhvervsforening, founded on 1 June 2002. The association also has its roots in Industri- og Håndværkerforeningen i Nykøbing F., founded on 1 June 1852, and Nykøbing F. Handelsstandsforening, founded on 17 December 1877.

 

§ Section 2 Purpose

Article 1. The purpose of the association is:

to act in the furtherance of the local interest of its members,
to represent the interests of the Members in all common matters,
To attract members who work in any kind of trade, craft, service, industry/production,
To provide the best possible conditions for the overall business community in Nykøbing Falster,
To make it attractive to set up a business in Nykøbing Falster,
Ensure that Nykøbing Falster is marketed as a commercially active trading town,
Ensure growth in Nykøbing Falster by attracting shoppers and tourists to the area,
Ensure citizens are aware of local businesses,
To be a supportive coordinator for marketing Nykøbing Falster as an attractive business city,
To support activities that promote Nykøbing Falster and the surrounding area,
Strengthen cooperation between business organisations and companies,
Being the voice of business to the authorities and the public,
To be the coordinator for Business Lolland Falster and through this to seek the best possible influence in favour of Nykøbing Falster,
disseminate knowledge to members and
To promote Nykøbing Falster and the surrounding area as an attractive place to live.

Article 2. The association's purpose and activities must be exercised independently of economic, political and other special and/or group interests.

Stk. 3. The organisation may be a member of SMV-Danmark by decision of the board.
Subsection 4. Through the committee referred to in section 9(4), the Board of Directors administers the Varelotteriet and the educational grant established in this connection (Nykøbing F. Erhvervsforening's educational grant) in accordance with the approval granted by the Ministry of Justice at any time and the rules applicable to the Varelotteriet at any time.

 

§ Section 3 Membership

Stk. 1. The following may be admitted as members

A-members: Retail & restaurant companies with head office or branch in the centre of Nykøbing Falster, as delineated in blue on Appendix 1, city map of Nykøbing Falster.

B-members: Businesses with head office or branch in the centre of Nykøbing, as delineated in blue on Appendix 1, city map of Nykøbing Falster.

C-members: Retail & restaurant companies with head office or branch outside the centre of Nykøbing Falster or with a special connection to the city's business community.

D-members: Businesses with headquarters or branches outside the centre of Nykøbing Falster or with a special connection to the city's business community.

E-members: Institutions, associations and organisations in Nykøbing Falster or the surrounding area whose articles of association harmonise with the association's objectives and who can endorse these articles of association after unanimous approval by the board.

F-members: Individuals residing in Nykøbing Falster or the surrounding area, after unanimous approval by the Board of Directors.

Article 2. Requests for admission to the association are made by enrolment and simultaneous payment of membership fees.

Stk. 3. The board of directors may refuse to admit an applicant for admission if there are special reasons for doing so. However, if the applicant so wishes, the refusal of admission must be reviewed by the next ordinary general meeting. The general meeting shall, by a simple majority, ratify or reject the board's decision to refuse admission of the applicant.

Stk. 4. Withdrawal from the association must be made in writing to the Board of Directors with two months' notice to the end of a financial year. The membership fee for the financial year in question must be paid.

Stk. 5. If a member acts against the interests of the association, the member may be expelled on the recommendation of the board at the next general meeting.

 

§ Section 4 Liability

Article 1. Members have no personal liability for the association's obligations, as the association is only liable with its assets.

 

§ Section 5 Quota

Article 1. The membership fee is determined at the general meeting or an extraordinary general meeting following a proposal from the board.

Stk. 2. The board may set differentiated membership fees for admitted A, B, C, D, E and F members under section 3(1), including differentiation of membership fees according to the member's number of employees. A, B, C and D members must always keep the association informed of the number of employees of the member and the member's main address. A, B, C and D members are obliged to immediately inform the association of the member's current number of employees upon request. Changes in the number of employees of an A, B, C and D member and/or changes in the main address can never result in retroactive adjustment of fixed/paid membership fees. Any changes to an A, B, C and D member's membership fee will only be implemented with effect from the next collection period, cf. section 5(3). In exceptional cases, the Board of Directors may decide to deviate from the placement of a member in the membership category (A-F) that the member should normally be placed in.

Stk. 3. Payment of membership fees is made upon enrolment, by payment of invoice. Membership fees are charged for all members every six months in advance, on 1 March and 1 September, unless otherwise agreed with the board in special cases.

Section 4. If the membership fee is not paid despite one written demand, the person in question may be cancelled as a member, but the due membership fee must be paid and can be recovered by debt collection.

Paragraph 5. Arrears in the payment of membership fees result in loss of rights, including the right to participate in general meetings, voting rights and the rights can only be exercised again when the membership fee arrears have been settled.

Paragraph 6. Members are not entitled to any part of the association's assets, which shall only serve
for the fulfilment of the purposes set out in section 2.

Article 7. The association is responsible for the administration of Christmas lighting, which is paid and charged according to a separate agreement with A and B members.

 

§ Section 6 The general meeting

Article 1. The general meeting is the association's highest authority. The annual general meeting is held every year in Nykøbing Falster, before the end of May.

Article 2. The general meeting is convened by e-mail to the members and by publication on the association's website with at least three weeks' notice.

Paragraph 3. Only attending A, B, C and D members have the right to vote at the general meeting. Voting by proxy is not permitted.
Paragraph 4. Each A, B, C and D member has 1 vote. E and F members only have the right to speak at the general meeting.

Paragraph 5. The agenda for the annual general meeting shall include:

1. Election of the chairman of the meeting.
2. The Board of Directors' report on the association's activities during the past year.
3. Presentation of the audited annual report for approval.
4. Presentation of the budget for information.
5. Approval of membership fees
6. proposals received.
7. Election of board members.
8. Election of deputies to the Board of Directors.
9. Election of auditor.
10. Optional.

Article 6. Proposals to be considered by the general meeting must be received by the board no later than two weeks before the general meeting.

Article 7. Resolutions at the general meeting may be adopted by a simple majority of votes, cf., however, sections 11 and 12.

Paragraph 8. The chairman of the meeting shall decide in each individual case whether voting shall be in writing or otherwise.

 

§ Section 7 Extraordinary general meeting

PCS. 1 The chairman or the board of directors may convene an extraordinary general meeting when deemed necessary.

Article 2 The Board of Directors must convene an extraordinary general meeting when at least 25 % of the A, B, C and/or D members so request in writing, stating the agenda.

PCS. 3 Extraordinary general meetings are convened by e-mail to the members and by publication on the association's website with at least 3 weeks' notice, no later than 14 days after receipt of the request.

PCS. 4 Requests for extraordinary general meetings must be submitted to the chairman or vice chairman.

 

§ Section 8 Board of Directors

Article 1. The association's board of directors is elected at the annual general meeting. The board consists of 5 to 7 A, B, C and/or D members elected for two years at a time. Re-election may take place. 3 board members retire in even years, others retire in odd years. Efforts must be made to ensure that the elected board is broadly elected among the A, B, C and D members and among relevant industries in Nykøbing Falster.

Paragraph 2. The general meeting shall annually elect 2 deputy board members from among the A, B, C and/or D members. Re-election may take place.

Stk. 3. The Board of Directors constitutes itself with a chairman, vice chairman and other positions and determines its own rules of procedure. In the absence of the chairman, the vice chairman shall act as chairman.

Article 4. The Board of Directors manages the association and acts in all matters at all times with responsibility to the general meeting.

Paragraph 5. Only A, B, C and D members of the association can participate in the board. By resigning from the association, you thus resign from the board.

 

§ Section 9 Operation of the Association

Article 1. The board is responsible for the operation of the association.

Stk. 2. With reference to the purpose clause, the board of directors determines the operational and administrative guidelines for the association's activities, and the board may appoint any necessary committees. Committees may, for example, cover retail, crafts/industry, activities, marketing, education, etc. The chairs of the committees determine themselves or in collaboration with the board a working group among all the association's members and report back to the board at an agreed frequency.

Stk. 3. The Board of Directors appoints a committee of 2-3 members from among its members to handle the Varelotteriet and the associated scholarship committee, cf. section 2(4).

Stk. 4. The board makes its decisions by simple majority vote. However, a valid decision requires that more than half of the board members are present.

Paragraph 5. In the event of a tie, the chairman or, in his absence, the vice-chairman shall have the casting vote.

Stk. 6. The board holds meetings as needed or when requested by at least two board members.

Section 7. The chairman convenes these meetings and prepares an agenda, which is sent to the board members with at least 8 days' notice prior to the meeting.

Article 8. The board keeps a record of all board meetings, general meetings and other important events in the association.

 

§ Section 10 Secretariat and management

Article 1. To perform the association's daily tasks, a secretariat is maintained, which is headed by a director who is also responsible for the daily operation of the association, as further instructed by the board.

Paragraph 2. The Executive Director shall be appointed and dismissed by the Management Board, which shall also determine the terms and conditions of employment.

Stk. 3. The Director reports to the Board of Directors.

Paragraph 4. The CEO has the right and obligation to participate in board meetings, without voting rights, unless the board decides otherwise.

Paragraph 5. The staff of the Secretariat shall be engaged and dismissed by the Management Board, in co-operation with the Director.

 

 

§ Section 11 Confidentiality

Paragraph 1. The Board of Directors, committees, the Director and the staff of the Secretariat shall be bound by professional secrecy with regard to any information provided in confidence.

 

§ Section 12 Drawing

Stk. 1. The association is represented by the chairman of the board, the CEO or the deputy chairman of the board with a board member jointly or by the entire board.

Stk. 2. The association's funds must be invested in a prudent manner.

Stk. 3. The Board of Directors may grant a power of attorney for transactions in day-to-day matters.

 

§ Section 13 Accounting

Article 1. The association's financial year is the calendar year.

Stk. 2. The annual report must be audited by a registered or state authorised public accountant from Nykøbing Falster.

 

§ Article 14 Amendment of the articles of association

Article 1. These articles of association can only be amended at a general meeting and requires a majority of 2/3 of the votes cast.

Paragraph 2. If the required majority is not achieved, the proposal lapses.

Section 3. All proposals for amendments to the articles of association must be sent to the members together with the notice convening the general meeting.

 

§ Section 15 Dissolution

Article 1. A decision to dissolve the association can only be made at a general meeting where at least 2/3 of A, B, C and/or D members are represented and where the decision is made by a 3/4 majority of the votes cast.

Stk. 2. If the aforementioned number of votes is not represented, the Board of Directors may, with three weeks' notice, convene a new general meeting at which a resolution to dissolve the association may be adopted by a majority of 3/4 of the votes cast by those present.

Stk. 3. The general meeting adopting the dissolution shall also elect a liquidator to carry out the dissolution.

Stk. 4. Upon dissolution of the association, the assets must be transferred to charitable purposes and/or cultural activities for the benefit of Nykøbing Falster.

 

 

§ 16 Appendix

Stk. 1. Appendix 1 - City map of Nykøbing Falster.

 

 

Adopted at the extraordinary general meeting on 2 March 2017 and with amendments adopted at the annual general meetings on 3 April 2017, 28 March 2019, 6 October 2020 and 15 March 2022.