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Articles of Association Trade Association for Team Building and Leadership Training

The English language version of the Articles of Association is for information purposes only, and should not be considered binding or official.

§ 1.Name of Association

The association's name is TradeAssociation for Team Building and Leadership Training. It is domiciled in Copenhagen, Denmark.

§ 2.Objectives

The association shall assure quality in the respective services provided by its members and insure adherence to ethical guidelines and safety regulations.

The association shall represent the joint interests of its members by actively enhancing the image of the trade.

The association shall seek to achieve the perception by the world at large that membership of the association is an assurance of quality.

The association shall seek to establish the best conditions for its members, hereunder, to the extent possible, to negotiate the obtainment of services and purchases, for instance, common insurance provisions.

§ 3.Admission to Membership

Those wishing to become members of the association can only be granted admission if:

a) they simultaneously with admission become a member of Dansk Handel & Service (Danish Trade & Service).

b) they actively participate in furthering the association's objectives, §2 above

c) they conduct their activities in accordance with the association's ethical rules.

d) they remit payment of the applicable admission fee set by a resolution at a general meeting of the association.

e) they meet the following requirements: have at least one full-time employee; are engaged in the business of team-building, leadership training and special events; have insurance coverage for their activities.

Application for membership must be made to the association's board of directors. If the application is rejected, the applicant may appeal the decision at the next ordinary general meeting, at which the question will be resolved in accordance with the rule in § 10.
§ 4.
Termination of Membership

Membership is terminated:

a) when the member's business is dissolved

b) with the member's resignation, which requires 6 months notice

c) with the member's resignation/end to membership in Dansk Handel & Service, since this is also considered and end to membership in the association.

d) by exclusion due to outstanding arrears, in accordance with § 12

e) by exclusion due to lack of adherence to the association's
ethical rules

Decisions with respect to exclusion are made by a simple majority of the association's board of directors. The affected member may appeal the decision at a general meeting (ordinary or extraordinary), where a final confirmation of the exclusion's validity requires affirmation by
three quarters of those present.

Association members are required to inform the board of directors about all matters that may affect a decision with regard to the termination or continued membership of a member whose acceptability is in question. The board of directors are bound by
professional secrecy not to divulge such information.

Terminated members have no claim on the association's assets.

§ 5. Board of Directors

The association is governed by a board of directors comprising a chairman, a vice chairman and three members.

Only proprietors, directors, partners and leading employees of association members may become members of the board of directors.

The chairman and vice chairman are elected for two-year terms at a general membership meeting. Any individual who is eligible to become a member of the board may be elected chairman or vice chairman.

The chairman is elected in even years; the vice chairman in uneven years. Other members of the board are elected for one-year terms.

An alternate board member, who is eligible for board membership, may be elected. An alternate board member is elected for as one-year term.

§ 6.

The board of directors, which functions without compensation, decides its own order of business and constitutes itself by, for example, appointing a cashier and secretary. The board meets as often as the chairman deems necessary, or if two other board members call for a meeting. Meetings are to be held a minimum of twice a year.

The board has decision-making authority when there is a quorum of at least half of the board members, including the chairman. Votes are decided by a simple majority, though the chairman's vote is decisive if there is a tie vote.

Minutes will be taken of board meetings.

§ 7. Authorized to Sign

The association is signed for by the chairman and one board member jointly. In the absence of the chairman, two board members may sign jointly. In matters involving mortgages and the sale of real estate and property the entire board must sign.

A further condition for authority to sign is that more than one of the
association members' representatives is a party to the signing.

The association's fiscal year is the calendar year.

§ 8. Ordinary General Meeting

The general meeting is the association's highest authority. It is called
with two weeks notice by letter to each member of the association. The
letter lists the agenda as well as any recommendations that will be submitted to the membership.

The ordinary general meeting is held annually in the month of February, with the following agenda:

1. Election of a chairman
2. Chairman's report
3. Presentation of accounts
4. Submission of budget, including the budget for marketing
5. Fixing of membership dues and application fee
6. Eventual recommendations
7. Election of a board chairman in even years
8. Election of a vice chairman in uneven years
9. Election of board members
10. Election of a board alternate
11. Election of accountant
12. Election of members of potential technical committee
13. Election of members of possible complaint committee
14. Other business

Recommendation by members should, in order to be considered at the ordinary general meeting, be in writing and in the hands of the chairman latest January 15th.

§ 9. Extraordinary General Meeting

An extraordinary general meeting can be called by board members, and must be called if at least half of the members submit a written request including agenda to the chairman.

When the demand for an extraordinary general meeting is submitted, the call for said meeting must be sent to association members within 14 days thereafter, with the meeting being scheduled no later than 4 weeks later.

§ 10. Decision-Making Competence of General Meeting

No general meeting has the competence to make decisions if fewer than 1/3 of its members - a quorum - are present and opposition is voiced against the meeting's decision-making competence. In such an occurrence, a new general meeting having the same agenda is called immediately. The new meeting must be held no more than 6 weeks later. It will not require a quorum in order to make decisions.

If an extraordinary general meeting, called by members, fails to have a quorum, it is considered annulled unless the board of directors desire a new general meeting in accordance with § 10, sec.1.

All decisions are made by a simple majority of votes, except in matters involving changes in the Articles of Association and decisions regarding exclusion (§ 4,e) where a ¾ majority is required.

§ 11. Voting Rights

Members participating in general meetings have one vote each.

A member may vote as an absentee by giving another member his power of attorney. Members who are in arrears for the previous fiscal year are not entitled to vote.

Voting is conducted orally unless a majority of those at a general meeting demand a written vote. The meeting chairman will make all practical decisions regarding the implementation of a written vote.

§ 12. Membership Fees

The membership fee and application for membership charges are set
one year at a time at the ordinary general meeting.

Should an extraordinary situation make it necessary for the association to take special cost-consuming steps, a general meeting may at any time decide to impose a cost-defraying charge on members.

The general meeting decides whether a cost-defraying charge is to be equally imposed on all members, or whether it is to be differentiated according to a model similarly determined by the association.

All fees and charges are paid to the cashier appointed by the board. The ordnary membership fee is due on March 1st and must be paid by the end of the month. Members who fail to pay in time will receive a reminder by registered letter.

If an obligatory payment has not been made within 3 months of its due date, the association will be obliged to remedy the situation legally and is empowered to strike the member in arrears from the membership register.

A member stricken from the membership register on account of arrears may not be accepted for membership again unless the amount owed is paid.

§ 13. Ethical Rules

The board is entitled to offer its judgment to members, courts, lawyers and others wanting a statement as to whether a given situation adheres to the ethical rules of the association.

The general meeting can upon the recommendation of the board of directors adopt ethical rules which all members are obliged to follow.
Failure to adhere to the association's ethical rules can lead to exclusion
in accordance with §4,e.

§ 14. Assistance to Members

The board of directors can upon request give members assistance in the course of negotiations, if the outcome is of importance to the entire membership.

The general meeting can agree to offer legal or economic assistance in connection with negotiations and matters whose outcome is of importance to the entire membership. Should such assistance result in cost-defraying extraordinary charges to members, withdrawal of a member from the association may not occur, regardless of the provisions in § 4, sec.b & c, before the cost-defraying charge is paid in full.

§ 15. Other Bodies

The general meeting can with a simple majority decide to set up one or more trade committees for the purpose, for example, of attending to safety. In such instances, the general meeting will develop guidelines regarding a committee's work and areas of competence.

The general meeting can with a simple majority decide to set up a
complaint board. If this occurs, the general meeting will develop guidelines regarding the board's work and areas of competence.

The general meeting can with a simple majority decide to set up a guarantee fund. If such a fund is established, the general meeting will develop guidelines for the fund's tasks and areas of competence.

§ 16. Working Against the Association's Interests

If a member works against the association's interests, operates in conflict with the ethical rules that are in force and ignores responsibilities pursuant to these articles, a complaint can be made to the board, which, after negotiations with the member in question,
can ask the member to withdraw from membership in the association.

Should the member in question not adhere to the board's request, the matter can be brought before an arbitration court consisting of three
members, of which two are nominated by the parties to the dispute, and the third, who will function as the court's chairman, must be a judge in Østre Landsret (eastern division of the Danish High Court), and will be nominated by the other members of the arbitration board.
If they cannot reach agreement on the nominee, the President of the High Court will be asked to appoint one of the court's judges. If the offending member of the association resists nominating a member of the arbitration board latest 14 days after being notified by registered letter to do so, such arbitrator shall also be appointed by the President of the High Court. No arbitrator may be linked in any way to any member of the association.

The arbitration court will follow the rules of the Danish Administration of Justice Act as related to High Court cases, with
divergences dictated by the nature of the dispute's circumstances. The court's verdict must be accompanied by reasons for the finding.
Dissents are not made public.

The arbitration court may - if the accused member is not found innocent - express its disapproval of the conduct in question,
impose a fine on the member and order the member excluded from the association. The decision is binding on both parties to the arbitration.

The arbitration board will make a decision regarding the costs of the case. The association is entitled to pay all of the costs involved, and
make the necessary collection procedures to recover the amount allocated to the offending party. If fines and other costs are not paid within 14 days after demand the provisions in §12, sec.3 & 4 take effect.

§ 17. Accounts

The association's fiscal year is the calendar year.

The accounts are audited by an accountant appointed at a general meeting.

§ 18. Termination of the Association

Termination of the association can only be decided by a general meeting in accordance with applicable rules in the Articles of Association. The decision to terminate the association must be made at two consecutive general meetings having an interim of six weeks.

In the event of termination, the association's assets are to be divded among members, according to senority and contributions.

The English language version of the Articles of Association is for information purposes only, and should not be considered binding or official.

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