Bylaws of the association
Danish Life Science Law Association
§ 1 Name, administration, registered office, power to bind the association
The name of the association is "Danish Life Science Law Association".
The association is administered by the board. The board may enter into a co-operation agreement between the association and the Association of Danish Law Firms or others, which establishes the scope and execution of the assignment. Moreover, the board can decide that certain activities shall be coordinated with assistance from the Association of Danish Law Firms or others.
The registered office of the association is in Copenhagen.
The association is bound by the signature of the chairman in combination with one other member of the board.
§ 2 Purpose
The purpose of the association is:
- To promote knowledge of legal issues relating to the Life Science industry.
- 2. To promote a high professional standard within Life Science-counselling, to contribute to a mutual exchange of experience and close collaboration between the Life Science-sector and Danish attorneys specialized in Life Science-counselling, to strengthen the position of these attorneys within the Life Science-sector and to facilitate the market's access to competent counselling regarding Life Science.
The Life Science-sector is here defined, in particular, as businesses and institutions which develop, manufacture or market pharmaceuticals, bio-technological products, medical devices and similar products, as well as services relating to such products.
Life Science-counselling is here defined as legal advice to the Life Sci-ence-sector relating especially to regulatory matters, IP, competition law, GDPR as well as contracts and dispute resolution.
Ved Life Science-rådgivning forstås her juridisk rådgivning til Life Science-sektoren om særligt regulatoriske forhold, IP-retlige forhold, konkurrenceretlige forhold, persondataretlige forhold samt kontrakter og tvister.
- To participate in the public debate to a degree which the board finds appropriate.
- To make the professional skills of the members available to the legislative procedure and politico-legal debate, inter alia in order to ensure quality and consideration for legal certainty in legislation of relevance for the Life Science-sector.
With regard to fulfilling this purpose, the association will host at least two pro-fessional events annually, each lasting half a day, of which one of these events can be hosted in connection with the general assembly of the association. More-over, the association can, after decision of the board, host further events, for example boot camps, and participate in other activities.
§ 3 Members
Membership is open for all with an interest in legal issues relating to the Life Science-sector.
Admission to and resignation from the association is done by giving the association notice in writing. Resignation requires a notice one month in advance and can only enter into effect on January the 1st. Failure to pay the membership fee within a month from the due date is automatically considered as resignation from the association.
Communication with the members of the association is done by e-mail. Members are obligated to receive the e-mail newsletters of the association.
If the board becomes aware of the fact that a member grossly or repeatedly has neglected its duties according to the bylaws of the association, the board is entitled, at its own discretion and with a 2/3 majority, to exclude the member. A member is obligated to provide the board with the information necessary for the board to exercise its discretion according to this provision. Before the decision to exclude the member is made, the board will grant the member an opportunity to make a state-ment.
If a member disputes that the conditions for exclusion are fulfilled, the dispute will finally and with binding effect be decided by arbitration under the rules of The Danish Institute of Arbitration in effect at any given time. The arbitration will consist of one arbitrator appointed by The Danish Institute of Arbitration, one attorney appointed by the board and one attorney appointed by the member who is a party to the case.
§4 Membership fee
The membership fee is decided by the board for one calendar year at a time. The membership fee is charged for one calendar year at a time no matter the time of the member's admission.
§5 The Board
The board consists of up to 15 members who are elected by the general assembly among the members of the association. There can be no more than one board member from the same company.
The board is elected for 1 year at a time. Re-election of a board member is possible.
The board constitutes itself with a chairman and a vice-chairman. The board decides its own rules of procedure.
The board takes its decision by simple majority among all the board members. In the case of equality of votes, the vote of the chairman will be decisive.
Board meetings will be held when the chairman deems it necessary or when at least 2 of the board members call for it. At least 4 board meetings will be held each year.
Members of the board and their assistants may under no circumstances, without justification, disclose information which they have become aware of during the execution of their duties.
§6 General Assembly
The board convenes the members of the association to the general assembly which is held each year before the 1st of June. However, the general assembly may be held before November the 1st in the year following the first financial year of the association. The general assembly is convened electronically by e-mail which will be sent to the e-mail address given by the member to the association. The general assembly is convened by the board giving no less than 3 weeks' notice.
The general assembly is held somewhere in Denmark following the decision of the board.
The agenda for the general assembly consists of the following:
- Election of chairperson
- Report from the board
- Presentation and approval of financial statements
- Presentation of budget drafts and approval of membership fee for the com-ing financial year
- Election of members of the board
- Election of accountant
- Received proposals
Proposals requested for discussion on the general assembly are to be sent to the association at least 2 weeks prior to the general assembly. If proposals requested for discussion on the general assembly are received, these will be sent, along with an updated agenda, to the members of the association at the latest 1 week prior to the general assembly.
At the general assembly it is possible to vote by letter of attorney. A member may however only vote by no more than two letters of attorney.
A motion for amending the bylaws can only be adopted by a general assembly with 2/3 of the submitted votes.
An extraordinary general assembly can be convened at 14 days' notice following the decision of the board or when an extraordinary general assembly is requested by 1/5 of the members of the association.
The board can decide that the association shall establish a certification scheme for members of the association who are qualified attorneys. The board will with regard to such decision lay down detailed requirements for certification, for example regarding documentation of experience with legal issues relating to the Life Science-sector and relevant supplementary education. Requirements for documentation can, inter alia, consist of a submission of an affidavit, a description of case- and client portfolios as far as the applicant's specific area of work is concerned and a submission of consent from clients or associates in order to permit the certification commit-tee to contact and question these.
If the board decides that the association shall establish a certification scheme, the board will then appoint a certification committee and adopt directions for the constitution of the committee and its tasks.
The board can decide that an application for certification requires the payment of a fee. The fee is decided by the board for one calendar year at a time.
§8 Other committees
The board can appoint a committee such as a finance committee, an event committee and a communications committee.
The association is liable for its duties only to the extent of the funds present at any given time. The members of the association or the board are not personally liable for the obligations of the association.
§10 Accounting and auditing
The financial year is the calendar year.
The accounts are sent to the members in connection with the convocation to the general assembly.
The general assembly elects a state-authorised accountant to audit the accounts in accordance with the Danish Financial Statements Act.
A motion for the dissolution of the association can only be passed by a general assembly where at least 2/3 of all votes are represented and only by a passing of 2/3 of the submitted votes. If a motion is passed by 2/3 of the submitted votes, but the general assembly is not legally competent due to the amount of the represented votes, a new general assembly will be convened within 8 days and be held at the latest 6 weeks after the first general assembly. This general assembly will decide the question without regard to the amount of votes present. If the passing of the motion is not voted for by at least 2/3 of the submitted votes, the motion will be dropped.
At the dissolution of the association, any potential funds shall be used in accordance with the purpose of the association as further decided by the association.
The bylaws become effective from the establishment of the association the 7th of October 2018.
As chairperson of the extraordinary General Assembly the 28th of May 2020: