Statutes of Socle du Monde ApS
1.1. The company’s name is Socle du Monde ApS.
2.1. The company's headquarters municipality is Herning.
3.1. The company's purpose is to organize and hold the Socle du Monde biennals
every two years in Herning and to oversee related activities.
3.2. The company's activities must be based on non-profit principles, since its
activities primarily must be for the public utility and help to disseminate knowledge and develop a sense of the recent Danish and foreign art and industrial design.
4.1. The company's capital amounts to DKK 150000.00 divided into shares of DKK 1000.00 and
4.2. There will be created a list of members, including all
shareholders names and addresses of shareholders and the size of the share. Notification of change of ownership or pledging will be noted in the records with information on the new shareholders or claimsholders name and residence and the size of shares, if not after this statute there is no impediment to the acquisition. Notification must be received in the company within 4 weeks after the change of ownership or pledge has been made. The introduction of the list must be dated. The company will issue the confirmation of the introduction of the register of shareholders.
4.3. No shares have special rights.
4.4. No shareholder shall be liable to have its shares redeemed in whole or in part.
4.5. If one party wants to divest its shares in the company, the other party has the right to acquire them at a rate of home value without the addition of goodwill. The company's assets are accounted for by a commercial value by agreement between the parties. If the parties can not agree, they must in agreement appoint an expert valuer, as binding on both parties will set the value of the assets that may be in dispute.
The party intending to transfer its shares must by registered letter notify the other party and to the company's board.
The purchase option must be claimed within 4 weeks from receipt of the offer. The purchase price for the shares will be payed in cash after demand from simultaneous listing in the shareholder register.
5.1. If one of the shareholder wants to sell its shares in the company and the other shareholder does not want to buy these, each party may require that the company dissolves by liquidation.
5.2. Each of the shareholders are entitled to half of the company’s net asset value. The company’s possible works of art will be valued by the parties in agreement. If the shareholders can not agree, the values will be set binding by one party in agreement with an appointed expert valuer.
5.3. The right to use the name "Socle du Monde" belongs Herning Kunstuseum. If
Herning Kunstuseum, therefore, resigns as a shareholder in the company its right to use the name ceases, and Herning Kunstmuseum can freely and without restrictions in relation to the company use the name.
6. Financial Year
6.1. The company's financial year runs from 1 / 1 to 31/12. The company's first accounting period runs from the date of incorporation of the company to 31/12 in 2003.
8. General Assembly
8.1. The company's general meeting is held at its headquarters.
8.2. The Annual General Meeting will be held in due time, that the revised and approved annual report can be submitted to the Danish Commerce and Companies within 5 months of year-end.
8.3. General meetings are convened by 8 days notice by ordinary mail to each shareholder.
8.4. Agenda for the Annual General Meeting shall include:
1. Election of the conductor.
2. Submission of annual report with management report and approval of the annual report.
3. Resolution on application of profit or loss coverage under the
approved annual report.
4. Election of the Board.
5. Any choice of auditor.
8.5. Proposals from shareholders for consideration at the annual general meeting must be received by the company in due time that the topic can be included on the meeting agenda.
8.6. Extraordinary General Meeting is to be held within 2 weeks after the supreme governing body, auditor or a shareholder has demanded it.
9. Right to vote
9.1. Each shareholder has one vote at general meetings.
9.2. All decisions of general meetings should be taken by consensus. Each shareholder may require any for the company substantial resolution submitted to the General Assembly for approval. If the decision is not approved, the Board is obliged to take note of this and act accordingly.
10.1. The company is headed by a board composed of 12 members. Each of the members have, as long as each owns 50% of the shares, the right to appoint 6 members of the board. Members are elected for 1 year at a time. Re-election can take place.
10.2. The Board has the overall management of the companys affairs.
10.3. To perform the daily management of the company's business is recruited 1 director. Director detail can be determined by the Board of Director contract.
11.1. The company's annual reports are audited by a of a General Assembly selected registered or certified public accountant.
11.2. Auditor is elected indefinitely and operate until the General Assembly shall elect a new auditor in place.
Last changed in extraordinary General Assembly August 27th 2007.