Adopted at the founding general meeting on March 19, 2002, and amended at the following general meetings: 27.03.03 – 01.04.04 – 26.04.06 – 28.04.08 – 22.04.10. – 11.04.13 – 26.04.2017 – 18.04.2018 – 09.09.21

§ 1. Name and registered office

The association is an independent non-profit association called NOCA (Network of Corporate Academies). The association is headquartered in the Municipality of Copenhagen.

§ 2. Purpose of the association

The association shall contribute to building bridges between research and practice within HR. The association shall be a forum for gathering and disseminating knowledge and exchanging experiences on topics, methods and organization of education, organizational, personnel and leadership development that are of strategic importance to the member companies.

The association’s purpose is promoted, for example, by:

• Collection and dissemination of knowledge about developments within HR
• Establishment and development of contact with researchers and educators and educational institutions
• Arrangement of meetings, courses, conferences and study tours
• Organization of exchange of experiences and project groups
• Coordination of consortium programs
• Support to members in the development and implementation of company-adapted development programs

§ 3. Membership

Any private and public company/organization with an interest in the association’s work and that actively works towards its purpose on a daily basis can be admitted as a member.
Membership is approved by the board.

Upon recommendation from one or more members, the board may award honorary membership of the association to individuals or organizations that have had a decisive and positive impact on NOCA’s work.

Such membership entitles the member to participate in NOCA’s various activities on an equal footing with the association’s members. However, the honorary member does not have the right to vote at General Assemblies etc.

Termination of membership must be made in writing to the association’s secretariat and with at least 6 months’ notice before the end of a calendar year.

§ 4. Registration fee and membership fee

The association’s membership fee and membership dues are set for one year at a time at the annual general meeting. When the association was established, the membership fee was set at DKK 25,000.

The annual fee also covers the member’s membership in DSEB (formerly FUHU).

§ 5. The General Assembly

The General Assembly, with the restrictions prescribed by these statutes, has the highest authority in all matters of the association.

The ordinary general meeting is held once a year in April. The general meeting must have at least the following agenda:

1. Election of chairman
2. Report of the board
3. Presentation of the association’s accounts
4. Presentation of the association’s budget for information
5. Proposals received
6. Setting of the registration fee and membership fee
7. Election of board members and alternates to the association’s board
8. Election of auditor
9. Any

The general meeting is chaired by a chairman elected by the meeting. This chairman may not be a member of the board.

Only members admitted in accordance with Section 3 and those whom the board of directors may have invited have access to the general meeting.

Only members admitted in accordance with Section 3 who were members on 1 January of the year in which the general meeting is held have the right to vote. Each member has one vote. The general meeting makes its decisions by simple majority vote, unless otherwise provided in the articles of association. Voting by proxy is not permitted.

The auditor is elected for one year at a time.

The general meeting shall be convened by written notice to the members with at least 4 weeks’ notice. The notice shall state that proposals may be submitted up to 2 weeks before the general meeting. Submitted proposals shall be sent to the members no later than 1 week before the general meeting.

The association’s accounts must be attached to the notice of the annual general meeting.

Candidates for vacant board seats are nominated in parallel at the general meeting and elected by the highest number of votes. In the event of a tie, a run-off election is held.

An extraordinary general meeting is held if the board of directors decides to do so, or at least 1/3 of the members request it in writing, stating the items to be discussed. The meeting is called in writing with at least 14 days’ notice. The proposed agenda is attached.

§ 6. Composition and election of the board of directors

The board of directors consists of 8 people.

The individual board members and 2-4 alternates are elected by the general meeting for 2 years at a time. Re-election is possible. A board member can serve on the board for up to 3 terms.

The board of directors shall constitute itself with a chairman and a vice-chairman. If a board member resigns within an election period, the board shall supplement itself from among the elected deputies. When deputies join the board of directors, their election period shall be counted from the next general meeting.

If a board member resigns from their member organization, they will resign from the board.

Every year, half of the board is up for election.

If a board member is expected to be prevented from participating in board meetings and other board work for a period of up to one year for work-related or personal reasons, the board may grant the member concerned leave for such a period. The normal rules for election period, re-election and eligibility will continue to apply to the board member concerned. During the board member’s leave period, the board will be free to supplement itself with one of the alternates elected by the general meeting.

If a board member resigns from his/her member organization and takes up employment in another member organization, the board member in question will be able to continue his/her work on the board until the end of the election period.

If a board member resigns from his/her member organization and takes up employment in an organization that is not a member of NOCA, the board member may continue on the board if the board member’s new work organization is admitted as a member of NOCA within three months. If this is not the case, the board member shall resign from the board and from NOCA at the next general meeting.

The normal rules for term of office, re-election and eligibility will continue to apply to the board member in question.

§ 7. Tasks and activities of the board of directors

The association’s management is handled by the board of directors, which represents the association in all matters. To support the board’s work, the secretariat is responsible for the daily work of the association.

The board of directors prepares an annual report for presentation at the general meeting. The board of directors calls a general meeting at least once a year.

The board of directors determines its own rules of procedure. Board meetings are held at least 4 times a year, and when the chairman deems it necessary, or at least 3 board members request it.

A board meeting is called in writing with 14 days’ notice and stating the agenda.

A resolution report is prepared after each board meeting, which is signed by the chairman, vice chairman and rapporteur.

The board of directors makes its decisions by simple majority vote. In the event of a tie, the vote of the chairman or acting chairman is decisive.

Voting by proxy is not permitted.

The board of directors has a quorum when more than half of the board members are present.

§ 8. Budget, accounts and assets

The board of directors shall prepare a budget each year for information to the general meeting. The association’s financial year shall follow the calendar year.

The accounts shall be signed by all members of the board of directors and by the management of the NOCA secretariat.

The annual accounts shall be prepared in accordance with generally accepted accounting principles and in accordance with the requirements of the legislation in force at any time.

The association’s operating funds, with the exception of the necessary cash balance, shall be deposited in a recognised bank. The association’s assets may, in consultation with the association’s auditor, be placed in investments with a low risk profile.

The association shall be liable solely with its assets for the obligations that the board of directors has legally incurred for the association.

§ 9. Revision

Audit:
The association’s accounts are audited every year by the chosen auditing firm.

The auditors must review the overall accounts every year in February and ensure that the inventories are present and that the accounting has been properly carried out. The accounts are provided with an endorsement.

The auditors have access to inspect the accounts and inventories at any time.

§ 10. Drawing

The association is signed by two of the following jointly: the head of the secretariat, the chairman and the vice-chairman. In the event of their absence, by one of the three jointly with 2 board members.

The board may grant a power of attorney.

§ 11. Amendments to the articles of association

Amendments to the articles of association must be approved by the general meeting with 2/3 of the votes cast.

§ 12. Termination

A resolution to dissolve the association may only be taken at a specially convened extraordinary general meeting.

To constitute a quorum, at least half of the association’s voting members must be present, and at least 2/3 of these must vote in favor of the proposal before the association can be dissolved.

If this general meeting does not constitute a quorum, a new general meeting shall be convened, where the majority of votes shall decide whether the association shall be dissolved.

Upon dissolution, any profits and assets shall be used for charitable purposes in accordance with the general meeting’s decision thereon.