Articles of Association for Plantebranchen
The organization was founded on 1st of March 2019
Name, place of residence and purpose
The name of the organization is Plantebranchen with the subtitle Branch organization for Plant-based Foods.
The plant branch’s domain name is plantebranchen.dk and plantebranchen.com
The headquarters of Plantebranchen is Copenhagen.
Purpose
The purpose of Plantebranchen is to look after the members’ common professional interests within plant-based foods, both among themselves and in relation to authorities, researchers, organisations, consumers and others.
Plantebranchen also works to create and maintain a good reputation for plant-based foods in Danish society.
Members and Membership
Companies that manufacture and/or market 100% plant-based food in Denmark can be admitted as members.
As a condition of admission, new members may be charged a fee for access to the knowledge that Plantebranchen possesses.
Companies that manufacture and/or market both 100% plant-based foods and animal foods can be admitted as members for the part of their sales, cf. below, that can be considered plant-based, unless this part is absolutely minimal in relation to the company’s other food turnover .
Industry organizations and other organizations whose members are covered by the purpose can, according to the general meeting’s further determination, be linked to Plantebranchen as associate members.
Plantebranchen can also admit as professional members associations, institutions and companies that have an interest in Plantebranchen’s objectives.
With respect to competition legislation, the general meeting decides whether an application for membership must be accepted. If admission is refused, the applicant can demand that the refusal be presented at the next ordinary general meeting, whose decision is final.
Renewal of membership for a company that has previously been a member, but whose membership has ceased due to deregistration or exclusion, can be made conditional on payment of the dues for the period in which membership has ceased, as well as payment of any dues arrears for the previous membership period.
Each member must appoint at least one person who can represent the member in the affairs of Plantebranchen.
The appointed representatives’ work in Plantebranchen is remunerated by the appointing member.
The productions of the appointed representatives under the auspices of the Plant Branchen belong to the Plant Branchen, and the representatives cannot claim any kind of rights or personal benefits from the work produced under the Plant Branchen’s auspices, be it property rights, copyrights of any kind, or anything else that can be mentioned , nothing excepted.
Membership ends
- upon termination, which must be done in writing with at least six months’ notice before the end of a calendar year,
- on the day when the member ceases to fulfill the condition for membership in section 3,
- by exclusion.
The general meeting can exclude a member who, despite reminders, does not pay the membership fee, or who opposes the aims of Plantebranchen or proves unworthy of membership.
Anyone whose membership ceases has no claim to a share of the Plant Branch’s assets.
Subscription
The principles for determining the annual quota and the voting rights derived therefrom are determined by the general meeting following a recommendation from the board of directors.
The starting point for the calculation is the individual member’s turnover in Denmark incl. export within 100% plant-based foods.
On recommendation from the board, the general meeting can graduate the quota for special groups of companies.
Associate members and professional members pay a fixed amount determined by the general meeting.
According to the board’s further determination, the members are obliged to provide Plantebranchen’s secretariat or auditor with the information necessary to calculate the quota.
The secretariat or the auditor is obliged to observe absolute silence regarding members’ information for the calculation of the dues.
In the case of both registration and de-registration/exclusion, a proportional fee is paid for the period the membership has been valid in the relevant calendar year.
The general meeting can decide that members who must be recalled for services covered by the obligation to be a member, e.g. payment of quota and reporting to the industry statistics, according to detailed rules laid down by the general meeting, are obliged to pay a recall fee. The amount of the fees is determined by the general meeting.
Board of Directors
Plantebranchen is managed by a board elected at the annual general meeting.
The board must consist of a minimum of five and a maximum of seven members plus two deputies.
The board members are elected for two years at a time, so that half + one member is elected in even years, and half in odd years.
Reelection may take place.
The board determines its own rules of procedure and constitution.
The board elects a chairman and a deputy chairman from among its members.
The board keeps minutes of its negotiations.
The General Assembly
Plantebranchen’s highest authority is the general meeting.
The ordinary general meeting must be held each year before 1 June.
The agenda must at least include the following items:
- Election of a conductor
- The board’s report on Plantebranchen’s activities in the past year
and its plans for the coming year - Submission of annual report
- Determining the budget and membership fee for the coming year
- Proposals received
- Election of the board of directors
- Election of a state authorized auditor
- Optionally
A general meeting with an agenda and relevant annexes is convened by e-mail with at least two weeks’ notice to the person or persons the members have indicated to the secretariat as their representatives in Plantebranchen.
Only proposals and topics that have appeared on the agenda or that have been forwarded to its participants no later than one week before the holding of the general meeting can be put to a vote.
A member may be represented by another member pursuant to a written power of attorney.
Minutes are written of each general meeting, which are entered in the meeting minutes and a copy is sent to the members.
Any member and auditor may demand that an extraordinary general meeting be called to deal with particularly urgent matters.
Apart from the mentioned fixed agenda items, the same rules apply to extraordinary general meetings as for ordinary general meetings.
Only members who have paid their dues have the right to vote at the general meeting.
Each member has one vote.
Associate members and professional members participate in the meetings like everyone else, but have no voting rights.
Decisions are made by simple majority of the votes cast, as blank votes are considered not cast.
Amendment of the articles of association requires that at least 3/4 of all votes are represented at the general meeting and that at least 3/4 of the votes cast are in favor of the proposal.
Voting takes place on request in writing.
The general assembly can decide that the members of Plantebranchen must be divided into sections according to area of interest, just as it can set up subcommittees to deal with special topics or cases.
Right of subscription
Plantebranchen is underwritten by the chairman and deputy chairman jointly.
Accounting and auditing
Plantebranchen’s financial year is the calendar year.
The first financial year runs from the foundation day to 31 December 2019.
The state-authorised auditor elected by the general meeting for one year reviews the accounts signed by the board of directors.
Dissolution of Plantebranchen
Dissolution of the Plant Branch or distribution to the members of the assets can only take place if more than 75% of the votes in the Plant Branch can vote in favor of the proposal.
In that case, the assets of Plantebranchen are distributed among the members proportionally on the basis of the average of the last five years’ quota payments.