Vedtægter

STATUTES OF THE LINX ASSOCIATION

1. Name
1.1 The name of the association is “Foreningen LINX” (the “Association”). The Association may also
operate under the names “LINX” or “the LINX Association”.

2. Residence
2.1 The Association is domiciled in the municipality of Copenhagen.

3. Aim, Vision and Objectives
3.1 The Association is a non-profit association.
3.2 The principal aim of the Association is to facilitate materials innovation and sustainable solutions across relevant industrial sectors by helping companies access advanced materials science, processes and tools, including advanced neutron and X-ray techniques.
3.3 The principal vision of the Association is to serve as a focal point for creating commercial value through innovative materials science and process solutions, while supporting the green transition across relevant industrial sectors.
3.4 The Association’s principal activities shall include:
3.4.1 Facilitating the sharing of knowledge and expertise in materials science between research environments and companies.
3.4.2 Project management and coordination.
3.4.3 Member-to-member communication and networking.
3.4.4 Collecting and sharing relevant information on the use of advanced materials science, including
X-ray and neutron technologies.
3.4.5 Collaboration with external interest groups and stakeholders.
3.4.6 Activities creating and increasing awareness of materials science, including X-ray and neutron technologies.
3.4.7 Coordinated access to experimental facilities.
3.5 The work and activities of the Association are, in addition to membership fees, also co-financed through:
3.5.1 External grants and sponsorships.

4. Membership
4.1 Membership shall be available to the following types of members:
4.1.1 Ordinary Members
4.1.1.1 The following may become Ordinary Members: companies, foundations, RTOs/GTSs (Godkendt Teknologisk Servicevirksomhed), educational institutions, other public institutions, the Danish regions, municipalities, local business councils (Erhvervsråd), and other organizations that wish to engage in the activities of the Association.
4.1.1.2 Ordinary Members will when they join the Association be allocated to one of the
following groups:
4.1.1.2.1. Industry Members
4.1.1.2.2. Educational Members
4.1.1.2.3. Public and Interest Members
4.2 Supporting Members
4.2.1.1 The following may become Supporting Members: private persons, including PhD
students, if they wish to engage in the activities of the Association.
4.3 The Board of Directors shall decide whether the conditions for membership are fulfilled.
4.4 The Board of Directors may expel a member if the member breaches the Statutes or the ethical code of conduct of the Association or if the member does not pay a membership fee. Exclusion under this provision requires unanimous board decision. Such decision can be appealed at the next general meeting.
4.5 Termination of a membership by a member may take place (i) with a full three months’ written
notice to the Association’s secretary, or (ii) effective at the due date of the increased fee if the
Association increases the membership fee by more than 20%.
4.6 Members are not liable for the Association’s obligations.

5. General meetings
5.1 General rules
5.1.1 The highest authority of the Association is the general meeting. The general meeting shall
elect the Board of Directors.
5.1.2 All general meetings shall be held:
5.1.2.1 at a location determined by the Board of Directors, and/or
5.1.2.2 by way of electronic equipment if it is duly ensured that the general meeting is
conducted and completed in an adequate and responsible way, including that the
members may participate, speak, and vote, e.g. via Skype. The practical guidance and
instructions for such electronic general meetings will be stated on the Association’s
website.
5.1.3 The ordinary general meeting shall be held each year before the end of May.
5.1.4 General meetings shall be convened by the Chairman of the Board of Directors, or jointly by two members of the Board of Directors, together with the agenda, by giving at least two weeks and no more than four weeks’ notice by:
5.1.4.1 e-mail to the e-mail address provided by each member, and
5.1.4.2 on the Association’s website.
5.1.5 The notice, cf. clause 5.1.4 shall state the time and place for the general meeting and if an amendment of the Association’s Statutes is proposed, the main content of the proposal shall be stated in the notice.
5.1.6 Proposals from the members to be included on the agenda of the general meetings shall be received by the Chairman of the Board of Directors within one week of receiving the notice referred to in clause 5.1.4.
5.1.7 Extraordinary general meetings shall be convened by the Board of Directors if the Association’s auditor or 1/10 of the Association’s members have requested one. Such extraordinary meeting shall be held at the latest one month after the request has been sent to the Board of Directors.
5.2 Agenda for the ordinary general meetings
5.2.1 The agenda for the ordinary general meetings shall at least include the following:
5.2.1.1 Election of the chairperson of the meeting
5.2.1.2 Election of the minute taker
5.2.1.3 Report by the Management and the Chairman of the Board of Directors
5.2.1.4 Reports from committees regarding projects, if relevant, by their chairpersons
5.2.1.5 Consideration of proposals received duly from members
5.2.1.6 Presentation and approval of the audited accounts
5.2.1.7 Presentation of the budget
5.2.1.8 Decision on membership fees
5.2.1.9 Election of the Board of Directors, cf. clause 6
5.2.1.10 Election of the Association’s auditor
5.2.1.11 Other proposals.
5.3 Agenda for extraordinary general meetings
5.3.1 The agenda for the extraordinary general meetings shall at least include the following:
5.3.1.1 Election of the chairperson of the meeting
5.3.1.2 Election of the minute taker
5.3.1.3 Consideration of the proposal which has caused the extraordinary general meeting
5.3.1.4 Other proposals
5.4 All members of the Association have the right to demand that a specific proposal is on the agenda
on a general meeting, but only if the proposal in due time and in writing is sent to the Chairman of
the Board of Directors so that the proposal can be added to the agenda.
5.5 Voting rights and other resolutions
5.5.1 Ordinary Members have one vote each, if duly registered as a member of the Association.
5.5.2 Supporting Members are not entitled to vote.
5.5.3 All decisions at general meetings shall be passed by a simple majority of votes, except
for decisions regarding amendments to the Association’s Statutes, which may only be adopted if approved by (i) 2/3 of the members entitled to vote and (ii) 2/3 of the members of the Board of Directors.
5.5.4 A report of the general meeting shall be recorded in the Association’s minutes of proceedings to be signed by the chairperson of the meeting.
5.5.5 The general meeting is competent to transact business regardless of how many members are represented at the general meeting.
5.5.6 All members can be represented by a senior employee or authorize a representative, who may vote on behalf of the member pursuant to a written and dated power of attorney
given for no more than one year.

6. The Board of Directors
6.1 The Board of Directors shall lead the activities of the Association between general meetings and shall
be responsible to the general meeting.
6.2 The Board of Directors is responsible for the overall strategic management of the Association’s business,
including risk management and internal controls. The Board of Directors consists of the members
elected by the general meeting. The Board of Directors is responsible for ensuring that the Management and the
Association’s secretary perform in accordance with guidelines and instructions given by the Board of
Directors from time to time.
6.3 The Board of Directors consists of 5-12 members, including the Chairman of the Board of Directors
and a Vice Chairman. The Vice Chairman shall act as substitute for the Chairman. All Board members
are appointed by the ordinary general meeting by a simple majority of votes. Board members are
appointed for a one-year term, but can be reappointed. The Board of Directors elects the Chairman
of the Board of Directors by a simple majority of votes.
6.4 Board meetings shall be held at least four times annually or more frequently if so determined by the
Board of Directors, including one meeting in connection with the adoption of the annual report.
6.5 The Board of Directors forms a quorum when a minimum of 2/3 of the Board members are present.
In case of absence, a Board member may give another board member a power of attorney to vote on
his/her behalf.
6.5.1 For the Board of Directors to pass a resolution, the vote of a simple majority of the members
present is required. In case of a parity of votes, the Chairman shall have the casting vote.
6.6 The business transacted at the meetings of the Board of Directors shall be recorded in a minute book to
be signed by all members of the Board of Directors.
6.7 The Board of Directors may adopt additional rules of procedure for the work of the Board of Directors.

7. Management
7.1 The Board of Directors hires the Chief Executive Officer (“CEO”). The CEO is responsible for the Association’s organization and the day-to-day work.

8. Advisory Boards
8.1 The Board of Directors can choose to appoint one or more Advisory Boards, comprised of external
experts and representatives from relevant organizations.
8.2 The Board of Directors decides the Advisory Board’s tasks and organization.
8.3 Members of the Board of Directors and employees of the Association can also be members of an
Advisory Board.
8.4 The object of an Advisory Board is to provide advice and guidance to the Board of Directors. The
Advisory Board has no decision-making authority.

9. Committees
9.1 The Board of Directors may set up committees for specific projects and determine their terms of reference.
9.2 The objectives of the Association are often realized through projects initiated or supported by the Board of Directors.
9.3 It is the responsibility of the Board of Directors to ensure that the Association submits the required project reports and accounts on time, and that the Association complies with the agreed terms and conditions for the
projects. The CEO is responsible for the day-to-day management of these activities.

10. Administration
10.1 The Management is authorized to delegate administration, project management and other tasks.

11. Membership fees
11.1 The membership fee is determined by the general meeting.
11.2 The membership fee can be different for each type of membership.
11.3 Membership fees shall be collected by the Association’s administration. Membership fees shall be
collected no later than 30 days after January 1 each year and, for the first time, no later than 30 days after January 1, 2017.
11.4 If a member is registered during the first six months of a year, the member shall pay the full membership
fee. If a member is registered during the last six months of a year, the member shall pay half of the
membership fee.
11.5 The current membership fees will be stated on the Association’s website.
11.6 All membership fees are used solely for the operation of the Association.

12. Authority to Bind the Association
12.1 The Association shall be bound by the signatures of either:
12.1.1 the Chairman or the Vice Chairman of the Board of Directors together with the CEO, or
12.1.2 three members of the Board of Directors together, or
12.1.3 The Chairman of the Board of Directors together with another member of the Board of
Directors.

13. Auditor and fiscal year
13.1 Auditor
13.1.1 The auditor approves and signs the annual accounts and issues an auditor’s statement. The auditor
shall be a state authorized auditor.
13.1.2 Within four (4) weeks after the end of the fiscal year, the auditor shall be given access to all
documentation necessary to form the basis of their statement.
13.1.3 The auditor shall have access to all documents and shall be entitled to attend all meetings of the Board of Directors and all general meetings.
13.2 Fiscal year
13.2.1 The Association’s fiscal year runs from 1 January to 31 December.

14. Dissolution
14.1 Decision on the dissolution of the Association requires that at least 3/4 of the members are present at
the general meeting and the resolution is adopted by at least 3/4 of the votes cast. Blank and invalid
votes shall be deemed not to have been cast and shall not be counted. Should 3/4 of the members not be present
at the general meeting, but the proposal adopted by 3/4 of the votes represented, the Board of
Directors will convene an extraordinary general meeting at which the proposal can be adopted by
3/4 of the votes cast.
14.2 In the event of dissolution, the Association’s assets shall be used in accordance with the Association’s
objectives or for other charitable purposes. The general meeting shall decide on the specific use of the
assets.
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As adopted at the ordinary general meeting May 23, 2024.
As chairman of the extraordinary general meeting: