Articles of Association - Frederiksberg Festival
1. Name and registered office
1.1 The name of the organisation is Frederiksberg Festival.
1.2 The registered office of the organisation is Frederiksberg Municipality. The organisation's activities can take place in Frederiksberg and in Greater Copenhagen.
2. Purpose
2.1 The purpose of the association is to serve the public interest by promoting cultural experiences and artistic development for the benefit of society. Through targeted activities, the association works to strengthen access to art and culture and support talent development in the performing arts. This is achieved by gathering and presenting the performing arts in one common festival, where genres such as classical and modern performing arts, music, literature and dance are integrated in a dynamic interplay.
3. Membership circle
3.1 The association is open to anyone who wishes to support the association's purpose and who can be approved by the board.
3.2 Enquiries about membership should be sent to info@frederiksbergfestspil.dk. Membership is not valid until the member has paid the membership fee.
3.3 Withdrawal may be made by written request to the association's secretariat with effect from the end of a financial year.
3.4 Members may exercise their democratic right at the annual general meeting and/or at any extraordinary general meetings to which they may be invited.
3.5 Members shall pay a membership fee determined by the general meeting. The membership fee shall be collected prior to each financial year.
4. The General Assembly
4.1 The general meeting is the highest authority of the association.
4.2 The annual general meeting is held once a year before the end of March and is convened with at least three weeks' notice by letter or electronically to the members and by publication on the association's website. The general meeting may be held virtually.
4.3 All members are entitled to attend and vote at the general meeting if they have paid the membership fee due no later than the week before. Voting by proxy is not permitted.
4.4 The agenda for the annual general meeting shall include at least the following items:
- Election of chairman of the meeting
- Election of vote counters
- Chairman's report
- Financial reporting
- Consideration of proposals received
- Determination of membership fees
- Approval of budget
- Election of 3-7 board members and possibly 2 alternates
- Election of auditor and possibly 1 deputy auditor
- Possibly
4.5 Proposals to be considered at the general meeting must be received by the Board of Directors no later than eight days before the general meeting. Proposed amendments to the articles of association must be received by the board of directors no later than three months prior to the end of the month in which the annual general meeting is to be held.
4.6 The general meeting shall make its decisions by simple majority (more than half of the valid votes cast) and by show of hands. However, anonymous written voting shall be used when requested by only one participant in the meeting. In the case of elections of persons where more than the number to be elected are proposed, an anonymous written vote is always conducted. The simple majority rule applies to such elections of persons. In the event of a tie, a lot shall be drawn.
5. Extraordinary general meeting
5.1 An extraordinary general meeting may be held whenever the board of directors deems it necessary and shall be held when at least 1/3 of the members submit a written and reasoned request to the chairman.
5.2 In such cases, the general meeting shall be held no later than four weeks after the chairman has been informed of the request.
5.3 Extraordinary general meetings are convened in the same way as an ordinary general meeting, but at least two weeks' notice is given.
6. The Board of Directors
6.1 The general meeting shall elect a board of directors, which shall be constituted with a chairman. In addition to the chairman, the board consists of 2-6 members (3-7 members in total). The board of directors shall be elected by the general meeting for a 2-year term.
6.2 The Board of Directors shall fulfil its duties in accordance with the articles of association and the general meeting's resolutions.
6.3 No later than 14 days after the election of new members to the Board of Directors, a constituent meeting is held at which the Board of Directors elects a vice-chairman, who assumes the duties of the chairman when the chairman is prevented from performing them. All positions of trust are valid until the next general meeting.
6.4 The Board of Directors shall otherwise determine its own rules of procedure. It may set up sub-committees and working groups to fulfil specific tasks.
6.5 The chairman - and in his absence the vice chairman - convenes and chairs the board meetings. Meetings are convened in writing, stating the agenda, when the chairman deems it necessary or if at least three members of the Board of Directors so request to the chairman.
6.6. In such cases, the meeting shall be held no later than two weeks after the chairman has been informed of the request.
6.7 The Board of Directors is authorised to decide to expel a member if the member's intentions are contrary to the guidelines and goals adopted by the Board of Directors.
7. Artistic management
7.1 The board appoints a Festival Director to handle the creative and administrative work around Frederiksberg Festival. A director's contract will be drawn up for the Festival Manager.
7.2 The Festival Director is responsible for all aspects of Frederiksberg Festival's activities. The Festival Director is responsible to the board for finances, marketing and administrative and artistic management.
7.3 The Festival Director attends board meetings but does not have the right to vote.
7.4 The Festival Director is authorised to hire employees to perform administrative functions.
8. Finance, accounting and auditing
8.1 The association's financial year follows the calendar year.
8.2 The board of directors is responsible to the general meeting for the budget and accounts.
8.3 The Festival Director keeps the association's accounts and also keeps the association's membership register.
8.4 The accounts shall be audited by the auditors elected at the general meeting.
8.5 The association's income and assets may not be distributed to members, the board of directors or festival organiser, but must be used exclusively for the association's non-profit purposes in accordance with Article 2.
9. Subscription rule and liability
9.1 The association may be represented by the chairman and the Festival Director individually or jointly or by the chairman and at least one additional board member jointly. When taking out loans and when selling/pledging real estate, the association is represented by the entire board of directors.
9.2 The Festival Director may make day-to-day decisions within a limit of DKK 50,000 and carry out financial transactions expressly authorised by the Board of Directors within a specified financial limit.
9.3 The association is liable for its obligations with its assets. Neither the members nor the board of directors of the association are personally liable for the obligations of the association.
10. Amendments to the articles of association
10.1 These Articles of Association may only be amended by a 2/3 majority at a general meeting where the proposed amendment appears on the agenda.
10.2 Amendments to the Articles of Association shall enter into force with effect from the general meeting at which they are adopted.
11. Dissolution
11.1 Dissolution of the association can only take place with a 2/3 majority at two consecutive general meetings, one of which must be ordinary.
11.2 Upon termination of the association, the assets may only be used for the association's non-profit purposes in accordance with the purposes set out in Article 2. The dissolving general meeting shall decide on the specific use of the assets.
12. Dating
12.1 The articles of association were adopted at the association's founding general meeting on 18 May 2022 and last amended at an extraordinary general meeting on 25 February 2025.
25 February 2025
For Frederiksberg Festival
Chairman of the Board Søren Bojer Nielsen
Festival Director Katrine Gislinge
Board member Louise Brincker
Administrative Manager Signe Sneh Durholm
Board member Mette Klingsten