Statutes of the Association

Adopted at the founding general meeting on 19 March 2002, and amended at the following general meetings: 27.03.03 – 01.04.04 – 26.04.06 – 28.04.08 – 22.04.10. – 11.04.13 – 26.04.2017 – 18.04.2018 – 09.09.21

§ 1. Name and domicile

The association is an independent non-profit association with the name NOCA (Network of Corporate Academies). The association has its headquarters in Copenhagen Municipality.

§ 2. The purpose of the association

The association must contribute to building bridges between research and practice within HR. The association must be a forum for knowledge collection and dissemination as well as exchange of experience on subjects, methods and organization of training, organisational, personnel and leadership development, which are of strategic importance to the member companies.

The association's purpose is promoted, e.g. by:

• Collection and dissemination of knowledge about developments within HR
• Establishing and developing contact with researchers and teachers and educational institutions
• Arrangements of meetings, courses, conferences and study tours
• Organization of experience exchange and project groups
• Coordination of consortium programs
• Support for the members in the development and implementation of company-specific development programs

§ 3. Membership

Any private and public company/organization with an interest in the association's work and which actively works according to the purpose on a daily basis can be admitted as a member.
Membership is approved by the board.

Following a recommendation from one or more members, the board can award honorary membership of the association to individuals or organizations that have had a decisive and positive impact on NOCA's work.

Such membership entitles participation in NOCA's various activities on an equal footing with the association's members. However, the honorary member does not have the right to vote at General Assemblies etc.

Termination of membership must be done in writing to the association's secretariat and with at least 6 months' notice before the end of a calendar year.

§ 4. Registration fee and membership fee

The association's registration fee and membership fee are set for one year at a time at the ordinary general meeting. When the association is established, the registration fee is fixed at DKK 25.000.

The annual fee also covers the member's membership in DSEB (formerly FUHU).

§ 5. The general assembly

The general meeting has, with the limitations prescribed by these articles of association, the highest authority in all the association's affairs.

The ordinary general meeting is held once a year in the month of April. The general meeting must have at least the following agenda:

1. Election of conductor
2. The board's report
3. Presentation of the association's accounts
4. Presentation of the association's budget for information
5. Proposals received
6. Determining the registration fee and membership fee
7. Election of board members and deputies to the association's board
8. Election of auditor
9. Optionally

The general assembly is led by a conductor who is elected by the assembly. This person must not be a member of the board.

Only the members admitted in accordance with § 3 and whom the board may have invited have access to the general meeting.

Only the members admitted in accordance with § 3 who were members per 1 January in the year of the holding of the general meeting. Each member has one vote. The general meeting takes its decisions by a simple majority vote, unless otherwise specified in the articles of association. You cannot vote by proxy.

The auditor is elected for one year at a time.

The general meeting is called by written notification to the members with at least 4 weeks' notice. The notice must state that proposals can be submitted up to 2 weeks before the general meeting. No later than 1 week before the general meeting, submitted proposals must be sent to the members.

The association's accounts must be attached to the notice of the ordinary general meeting.

Candidates for vacant board seats are lined up side by side at the general meeting, and are elected according to the highest number of votes. In the event of a tie, a re-election is held.

An extraordinary general meeting is held if the board decides to do so, or at least 1/3 of the members request it in writing, specifying the items that are to be dealt with. Notice is given in writing with at least 14 days' notice. The proposed agenda is attached.

§ 6. Composition and election of the board of directors

The board consists of 8 people.

The individual board members and 2 – 4 deputies are elected by the general meeting for 2 years at a time. Reelection may take place. A board member can sit on the board for up to 3 election periods.

The board constitutes itself with a chairman and deputy chairman. If a board member resigns within an election period, the board is supplemented by the elected alternates. When alternates join the board, their term of office is counted from the first coming general meeting.

If a board member resigns from his member organisation, that person resigns from the board.

Every year, half of the board is up for election.

If a board member is expected to be prevented from participating in board meetings and other board work for a period of up to one year for professional or personal reasons, the board can grant the leave in question for such a period. The normal rules for the term of office, re-election and eligibility for election will continue to apply to the relevant board member. During the board member's leave period, the board is free to supplement itself with one of the deputies elected by the general meeting.

If a board member resigns from his member organization and takes up employment with another member organization, the board member in question will be able to continue his work on the board until the end of the election period.

If a board member resigns with its member organization and takes up employment in an organization that is not a member of NOCA, the board member can continue on the board if the board member's new work organization is admitted as a member of NOCA within three months. If this is not the case, the board member resigns from the board and from NOCA at the next general meeting.

The normal rules for the term of office, re-election and eligibility for election will continue to apply to the relevant board member.

§ 7. The board's duties and work

The association's management is handled by the board, which represents the association in all matters. In support of the board's work, the secretariat oversees the day-to-day work of the association.

The board prepares an annual report for presentation at the general meeting. The board convenes a general meeting at least once a year.

The Board shall adopt its own rules of procedure. Board meetings are held at least 4 times a year, and when the chairman deems it necessary or at least 3 board members require it.

Notice of a board meeting is given in writing with 14 days' notice and with an indication of the agenda.

A decision report is drawn up after each board meeting, which is signed by the chairman, deputy chairman and the referee.

The board makes its decisions by simple majority vote. In the event of a tie, the vote of the chairman or acting chairman is decisive.

You cannot vote by proxy.

The board has decision-making capacity when more than half of the board's members are present.

§ 8. Budget, accounts and assets

The board prepares a budget each year for information for the general meeting. The association's financial year follows the calendar year.

The accounts must be signed by all members of the board and by the management of NOCA's secretariat.

The annual accounts must be prepared in accordance with good accounting practice and in accordance with the requirements of the legislation applicable at all times.

The association's operating funds, with the exception of the necessary cash balance, must be placed in a recognized financial institution. The association's assets can, in consultation with the association's accountant, be placed in investments with a low risk profile.

The association is solely liable with its assets for the obligations that the board has legally incurred for the association.

§ 9. Revision

Review:
The association's accounts are audited every year by the chosen audit firm.

Every year in February, the auditors must review the overall accounts and ensure that the stocks are present and that the bookkeeping has been carried out properly. The accounts are provided with an endorsement.

The auditors have access to inspect accounts and inventories at any time.

§ 10. Drawing

The association is signed by two of the following jointly: the head of the Secretariat, the chairman and the deputy chairman. Upon their expiry by one of the three in association with 2 board members.

The board can issue a power of attorney.

§ 11. Amendments to the articles of association

Amendments to the articles of association must be approved by the general meeting with 2/3 of the votes cast.

§ 12. Termination

A decision to terminate the association can only be made at a specially convened extraordinary general meeting.

To be able to make decisions, at least half of the association's voting members must be present, and at least 2/3 of these must vote in favor of the proposal before the association can be dissolved.

If this general meeting does not have decision-making capacity, a new general meeting is called, where the majority vote decides whether the association should be dissolved.

Upon termination, the profits and assets are used for non-profit purposes in accordance with the general meeting's decision on this.