1. Name and registered office
The name of the association is Ærø Jazzfestival, based on Ærø. The address of the association is with the current chairman.
2) Purpose
Ærø jazz festival is a non-profit association that aims to hold concerts with emphasis on an annual festival with the jazz genre as the focal point. The festival strives for a high professional choice of music and wishes to be a significant asset for the island’s residents as well as a serious offer to the island’s guests. The festival also sees itself as a contributor to the understanding of culture and live experiences for children and young people on Ærø.
3) Membership
Anyone who wants to work to achieve the association’s purpose can be admitted as members. Membership can also be subscribed by associations, associations, companies and organizations, etc., that have an interest in supporting Ærø Jazz Festival. Membership, including voting rights at the general meeting, shall not take effect until payment of the applicable membership fee for the current financial year. A membership gives the right to one vote at the general meeting. The Board of Directors is authorized to delete members who, despite demand, are in arrears of membership fees beyond 1 month after maturity.
4) General meeting
The highest authority of the association is the General Assembly. The Annual General Meeting is held every year, 3 months after the end of the jazz festival and is convened with 14 days by announcement in a local newspaper.
Agenda of the Annual General Meeting:
- Election of Chairman 2: Report of the Board of Directors
- Report of the Management Board
- Presentation and approval of audited accounts
- Presentation of the budget for the following financial year
- Determination of annual quota for the following year
- Consideration of proposals received
- Choice of:
- Board
- Alternates
- Auditor
- Possibly
Proposals to be considered at the general meeting must be submitted in writing and received by the chairman no later than 8 days before the general meeting. All votes at the general meeting, except for amendments to the articles of association, are taken by a simple majority vote. A written vote may be required if requested by only 1 Member. Proposals for amendments to the Articles of Association must be submitted in writing to the Chairman of the Board of Directors no later than 3 weeks before the general meeting is held.
Amendments to the Articles of Association may be adopted at an annual general meeting when the notice convening the meeting states that the agenda contains proposals for amendments to the Articles of Association.
In order for an annual general meeting to validly decide on amendments to the articles of association, at least a quarter of the association’s members must have turned up and that at least 2/3 of them vote in favour of the proposal. If there is no quorum, the proposal for the amendment of the Articles of Association may be submitted to a vote at a subsequently convened extraordinary general meeting, where the proposal may be approved by a simple majority vote of those present.
An extraordinary general meeting must be convened when a majority of the Board of Directors or at least 25 members address the Board of Directors in writing with a reasoned draft agenda. An extraordinary general meeting must be held no later than 1 month after the request has been made and convened, with at least 14 days’ written notice by advertising in a local newspaper. The agenda shall be included in the notice.
5) Board of Directors
The daily management of the association is handled by the board, which consists of the chairman and 5 to 8 board members. The General Meeting elects 6 members to the Board of Directors and 1 alternate. Board members are elected for 2 years at a time and retire with 3 and 3 members respectively every two years. Furthermore, 2 critical auditors are elected from among the association’s members.
The chairman and 2 board members are elected and retire on even-numbered years.
The vice-chairman, treasurer and 1 board member are elected and retire on odd-numbered years.
Alternates and auditors are elected for 1 year at a time.
The Board of Directors shall constitute itself with Chairman, Deputy Chairman, Treasurer and Secretary at the 1st Board meeting after the Annual General Meeting. Board meetings are held at the request of the chairman or at the request of at least 3 board members.
The Board of Directors shall constitute a quorum when at least 4 Board members are present, including the Chairman or Deputy Chairman. Decisions are taken by a simple majority vote. In the event of a tie, the Chairman shall have the casting vote.
Minutes from board meetings are written. The minutes shall be approved at the subsequent meeting of the Board of Directors. The Management Board shall draw up its own rules of procedure.
The Board of Directors is authorised to set up external committees and working groups, etc. as required, to carry out special tasks, but these work under the responsibility of the Board.
If the Treasurer resigns from the Board of Directors before the end of the accounting period, an accounting balance sheet shall be prepared for the past period. These accounts are audited by the association’s auditors The board may, if necessary, choose to have the association’s accounts audited by an external state-authorised or registered accountant.
The chairman and treasurer in office at any given time are entitled to subscribe in relation to the association’s bank accounts and in matters of authority.
The board is authorised in the name of the association to take out loans or overdraft facilities of up to DKK 100,000, which are necessary for the association’s operation or for holding events.
When signing loan documents, the association is bound by the signature of the chairman and treasurer at any time. The board may, despite a decision to hold a future festival, cancel it if it is deemed that the financial basis does not exist.
6) Accounting period
The association’s accounting period is 1 October – 30 September.
7) Liability
Neither board members nor other members are personally liable for the association’s obligations.
8) Profit from the association’s operations
The association’s profits are distributed by decision of the board to charitable and non-profit cultural activities on Ærø
9) Dissolution of the association
Dissolution of the association may be decided at an extraordinary general meeting convened. This general meeting is quorum when at least a quarter of the association’s members have turned up and at least 2/3 of them vote in favour of the proposal. If there is no quorum, the proposal for dissolution of the association may be submitted for a vote at another subsequently convened extraordinary general meeting, where the proposal can then be approved with 2/3 of the votes cast at the dissolving general meeting. Rules for notice and holding apply as stated in §4. Upon dissolution of the association, any capital and other assets are distributed by decision by ordinary majority vote of those present at the dissolving general meeting.
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The present statutes for the association Ærø Jazzfestival have been adopted at the extraordinary general meeting on d. November 1, 2021 and replaces previous statutes, dated 2017.
