Limited liability company (smba)

§ 1.Name and location
Name: Råd og dåd - smba.
Registered Office: Brovst municipality / Jammerbugt municipality.

§ 2. Economy
The company obtains its economic base through grants from private and public funds, own earnings and benefits. And by loans in the form of shares a 1.000 kr. from employees and others. It can manage its affairs from its own or leased premises.
The company takes over all assets and liabilities from "The Private Råd og dåd-Butikken ".

§ 3. Aim
The main aim wit the company is:
1. To work for development of social and leisure opportunities for the broad group of persons who, for one reason or another are excluded from the general labor.
Aiming especially at work and leisure activities with a cultural, ecological and social purpose in close interaction with local community needs and interests.
2. To develop a collaborative forum between public actions, voluntary groups and private initiatives such as voluntary mediation, alternative advice, idea development etc.
3. To act as ideforum with experience gathering and dissemination experience.
4. to lease or acquire land and facilities for organic vegetable production and organic farming.

§ 4. General Assembly
The General Assembly is its highest authority. All members have a vote regardless of the number of units. The General Assembly convened in writing to all shareholders with at least 14 days notice. It must be kept before the end of April. All without units is invited to the General Assembly without voting rights.

Agenda of the meeting
1. Election of chairperson and rapporteur.
2. Board report.
3. Presentation of audited financial statements for the past Calendar year.
4. Budget for the coming year.
5. Election of board members and alternates.
6. Plans for the coming year / proposals received.
7. Possibly. Extraordinary general meetings may be called by a majority of the Board or when half of the members wish. Extraordinary General Assembly convened in writing with at least 14 days notice.

5 The Board
The firm is controlled on a board of 9 members elected at general meeting and the projectmanager, who has no voting in the Board
At the General Assembly there will be elected 5 members from among employees, that have shares. 4 members chosen from outside shareholders, who before General Assembly has paid off a share of 1000 kr.
Half of the elected members retire by rotation, the first time by lot. Reelection is possible.
The Board elects its chairman and vice chairman.
The Board meets the first Thursday of each quarter. In addition, so often the chairman or at least 4 members want it. Meeting convened with a 2 week's notice.
The Board is quorate when 4 members are present.
Decisions are made by simple majority. In the case of tie, the Chairman shall be decisive.
All decisions are put into a negotiation protocol, signed by the members present.
Cooperative signed action by the President, Vice President and General Manager.
Board members are not personally liable for debts accumulated over the company.

§ 6. Company capital
There will be constructet shares with a nominal value 1.000 kr. You can acquire the number of shares you wishes, but there is only one vote a member.

§ 7. Daily management
The board appoints the management who employ other employees and establishes salary level accordance with the Council outlined guidelines.
Management is responsible to the Board in relation to the keeping of proper accounts that safety regulations and contracts with public agencies observed.
Management has overall responsibility for the allocation of responsibilities and duties, but shall be utmost important to involve all employees in decision making.

8 Amendment of the constitution
Changes in these statutes is decided on a general meeting with at least 2 / 3 majority.
Dissolution of the company, decided at a legally convened meeting with 2 / 3 majority. If this represents less than 50% of share holders shall solution be confirmed at a special general meeting convened again, with 2 / 3 majority.

9 Dissolution
In case of dissolution, any assets used to related purposes, as decided at the meeting. The measures decision must then be approved by "Jammmerbugt municipality Social Committee "
Adopted at the Founding General Assembly, May 2006.