Articles of Association
§1 Purpose
The purpose of the association is to organize the annual IT security conference BSides Copenhagen and to promote awareness of IT security in general by supporting and building an IT security community in the Greater Copenhagen area.
The financial purpose of the association is not to generate a profit. To the greatest extent possible, the association seeks merely to break even.
§2 Homestead
Copenhagen.
§3 Membership Requirements
The association accepts membership applications from all interested individuals.
Members who have reached the age of 16 and have held membership for at least one month are entitled to vote at the General Assembly.
Members who, in the opinion of the Board of Directors, directly or indirectly act against the purpose of the association through their conduct or behavior may be excluded from the association either temporarily or permanently. Such decisions shall be made solely by the Board of Directors. An excluded member may request in writing that the exclusion be reviewed at the next General Assembly.
§4 Membership Fees
The annual membership fee of the association shall be determined at the Annual General Assembly.
Active members shall pay the annual membership fee determined by the Board of Directors. The Board may also admit passive members without voting rights. The Board has sole discretion in deciding who may be admitted as either active or passive members.
Failure to pay membership fees, or having outstanding membership fee obligations, will result in termination of membership after the second payment reminder.
§5 General Assembly
The General Assembly is the highest authority of the association and consists of all members of the association.
The Annual General Assembly shall be held once each year before the end of June and shall be convened by the Board of Directors.
Notice of the General Assembly must be sent electronically to all members at least three weeks in advance and must include the agenda.
The agenda of the General Assembly must contain at least the following items:
Election of a Chairperson for the meeting.
Presentation of the Board’s annual report for discussion and approval.
Presentation of the audited financial statements for discussion and approval.
Determination of any membership fee effective from 1 December.
Consideration of submitted proposals.
Election of Board members and auditor.
Any other business.
Proposals to be considered at the General Assembly must be submitted to the Chairperson no later than 14 days before the General Assembly.
The final agenda, together with all relevant supporting documents, must be distributed to the members no later than seven days before the meeting.
Decisions of the General Assembly shall be made by a simple majority of votes cast. In the event of a tie, a proposal shall be deemed rejected.
§6 Board of Directors
Any person who has reached the age of 16 may be elected to the Board of Directors. However, the Chairperson and Treasurer must be at least 18 years of age.
The Board of Directors manages the affairs of the association between General Assemblies and is elected by and from among the members of the association.
The Board shall consist of five members.
Board members are elected for two-year terms, with approximately half of the Board members standing for election in one year and the remaining members plus one standing for election the following year.
One alternate Board member shall be elected each year. If a Board member leaves the Board during their term of office, the alternate member shall take their place, and the Board shall redistribute positions internally.
All other elected positions shall be elected for one-year terms.
During an elected term, a position of trust may only be revoked by decision of an ordinary or extraordinary General Assembly.
Following each Annual General Assembly, the Board shall organize itself internally and allocate responsibilities among its members.
The association shall be represented by the Chairperson or, in the Chairperson’s absence, by two members of the Board acting jointly.
The Board has overall responsibility for the planning and execution of BSides Copenhagen conferences.
§7 Finances
The association’s income shall primarily derive from:
Membership fees;
Sponsorships related to the organization of BSides conferences; and
Any surplus generated from such conferences.
§8 Accounts
The association’s financial year shall follow the calendar year.
An auditor shall be elected annually at the General Assembly.
§9 Rules of Representation
The association shall be legally bound by the signatures of the Chairperson and at least one additional Board member acting jointly.
In the case of loans or the sale or mortgaging of real property, the association shall be represented by the entire Board of Directors.
The members of the association shall bear no personal liability for obligations incurred by the association.
§10 Amendments to the Articles
These Articles of Association may be amended at an Annual General Assembly, provided that at least three-fifths (3/5) of the members present vote in favor of the amendment.
§11 Dissolution
The association may only be dissolved by resolution at an Annual General Assembly followed by an Extraordinary General Assembly.
A minimum of six weeks and a maximum of eight weeks must elapse between the two General Assemblies.
At least three-fifths (3/5) of the voting members present must vote in favor of the dissolution.
Voting on dissolution must always be conducted by written ballot.
In the event of dissolution, the assets of the association shall be donated to charitable purposes as determined by the General Assembly approving the dissolution.
§12 Adoption Date
Adopted at the founding General Assembly of the association on 5 September 2019.