§ 1: Name and residence
1.1: The name of the association is Copenhagen Laboratory Automation Network (Abbreviated: CphLAN)
1.2: The Association has its place of residence in the municipality of Copenhagen.
§ 2. Aims and Objectives
2.1 The Association is a non-profit organization whose overall aim is to bring together super-users, and managers with hands-on experience, within laboratory automation and (ultra) high throughput screening related topics from across the industry and academia, to share experiences and best practices.
2.2 The Association’s main activities are network meetings and other social gatherings and events that can promote the aim described in 2.1.
§ 3 Membership
3.1 Any person who are sympathetic to the group purposes mentioned in § 2, and who are not working with the support, distribution or sales of commercial laboratory and data automation equipment and solutions, can be members of the association.
3.2 Dispensation to § 3.1 can be given by the board by simple majority vote.
3.3 The membership fee is determined at the annual General Meeting.
3.4 The board may expel a member if, the member breaches the statutes or code of conduct of the association. Exclusion under this provision requires a qualified majority board decision. This decision can be appealed at the next general meeting.
3.5 Any person who discloses information obtained during association events to for-profit companies that sell equipment related to the topics mentioned in § 2 without prior written consent, will automatically have their membership cancelled with immediate effect.
§ 4: General Meeting
4.1 The General Meeting is the supreme and sovereign authority of the association. It is held in succession of the first network meeting of the year. Members must be called to attend the General Meeting at least three (3) weeks in advance.
4.2 Voting at the General Assembly requires payment of one’s membership fee for the fiscal year prior to the meeting. No vote may be cast by proxy.
4.3 All members may submit proposals for consideration at the General Meeting. Such proposals are to be received by the President no later than ten (10) working days prior to the meeting. The President is, in turn, obligated to submit the received proposals to all members no later than five (5) working days prior to the meeting.
4.4 The General Meeting decides on proposals by simple majority vote which is tallied by show of hands. It takes one (1) member to request a written, secret ballot.
4.5 The agenda of the General Meeting must include the following points each year and more points are encouraged:
- Election of Chairperson for the General Meeting
- Election of a minute taker
- The President’s report
- The Treasurer submits the audited accounts for approval
- Proposals (if any)
- Setting the membership fee
- Selection of three 3 board members each odd year and 2 board members each even year for a two year period.
- Selection of at least two (2) alternates for a one year period.
- Selection of one (1) auditor and one (1) deputy auditor for a one year period.
- Other business
§ 5 Extraordinary General Meeting
5.1) If deemed necessary, an Extraordinary General Meeting is summoned if requested in writing by either the board, the auditors, or by at least thirty (30) percent of members. The meeting must take place within six (6) weeks of the initial request.
(2) The Extraordinary General Meeting is held in accordance with the rules in § 4, but the agenda does not have to include items three, four, six, seven, eight and nine (3, 4, 6, 7, 8 and 9) if the reason for the Extraordinary General Meeting does not require such steps.
§ 6: Board
(1) The Board is responsible for managing day to day business. The Board consists of the board members elected at the General Meeting. The Board members elect officers including, but not limited to, President, Treasurer among themselves.
(2) The Board consists of five (5) people including the President. All members are appointed by the General Meeting.
(3) The Board specifies other rules of procedure.
§ 7: Auditors
7.1 The auditors approve and sign the annual accounts and give an auditor’s statement.
7.2 Within four (4) weeks after the end of the fiscal year, the auditors must have access to all documentation necessary to form the basis of their statement.
7.3 The auditors have the right to access all of the Board’s and the Association’s documents and to attend all the Board’s meetings and the General Meeting.
§ 8: Finance
8.1 The Association’s fiscal year runs from 1 January to 31 December.
8.2 Members are liable for the Association’s obligations with their membership fees only. A member is not entitled to a share in the Association’s assets.
§ 9: Disposition right
9.1 The Association is officially represented by the President and 1 member or by the Treasurer and 1 member who have the authority to make binding agreements on behalf of the Association.
9.2 The Treasurer, or the President alone, or two board members jointly may dispose of the Association’s accounts.
9.3 The Board can approve that the Treasurer, or the President alone have access to the bank account of the Association (including netbanking).
§ 10: Changes
10.1 Amendments to these statutes can only be made at a General Meeting with at least a two-thirds (2/3) majority of the participants present agreeing on the changes.
10.2 Amendments to these statutes stand from the General Meeting where they are adopted.
§ 11: Dissolution
11.1 Decision on the dissolution of the Association requires that at least three-fourths (3/4) of the members are present at the General Meeting and the resolution is adopted by at least threefourths (3/4) of the votes cast. Blank and invalid votes will be considered not to be cast and do not count. Should three-fourths (3/4) of the members not be present at the General Meeting, but the proposal adopted by three-fourths (3/4) of the votes represented, the Board will convene an Extraordinary General Meeting at which the proposal can be adopted by three-fourths (3/4) of the votes cast without regard to the turnout.
11.2 In the event of dissolution, the Association’s assets will be used in accordance with § 2, or for other charitable purposes. The General Meeting will decide on the specific use of the assets, which is decided on the Association’s dissolution, in accordance with the provisions of § 2.