The Board

Argo

Trine Lindegaard Holmberg

Avista Green

Peter Jonsson

ØRSTED

Niels Christian Kjær

KALUNDBORG REFINERY

Jørgen Krogager

SAINT-GOBAIN GYPROC

Søren Ahrens

KALUNDBORG BIOENERGY

Henrik Vestergaard Laursen

KALUNDBORG UTILITY

Hans-Martin Friis Møller

KALUNDBORG MUNICIPALITY

Michel van der Linden

NOVOZYMES

Jesper Haugaard / Vice President

Novo Nordisk

Michael Hallgren / President

chr. hansen

Michael Juhler

remilk

Aviad Koenigsberg

Associated partners:

UNIBIO

Jess Dragheim

MELIORA BIO

Henrik Maimann

Kalundborg

Statutes of Kalundborg Symbiosis

§ 1 Name and registered office
The company's name is Kalundborg Symbiose (in English: Kalundborg Symbiosis).
Place of residence: Kalundborg municipality.

§ 2 Status
Kalundborg Symbiose is a membership association.

§ 3 Purpose
Kalundborg Symbiose aims to create sustainable development in member companies through joint projects. By sustainability we mean long-term responsible use of resources, in balance with economic, environmental and social considerations.

Kalundborg Symbiosis' vision is to be the world's leading industrial symbiosis with a circular approach to production. By symbiosis we mean a local partnership where resources are sourced, shared and recycled for mutual and increased value creation. To achieve the vision, the Association will disseminate knowledge on industrial symbiosis, demonstrate social, environmental and economic value and facilitate new symbiosis collaborations.

§ 4 Members
Application for membership in Kalundborg Symbiosis must be submitted to the Board, which decides whether the application can be accepted, with any member of the Board having the right of veto. Applications for membership will be assessed within the framework as mentioned in the purpose clause.

As members can be admitted:

  • Companies that can contribute flows, innovation or collaborative projects to the partnership.
  • The geographical location of the company is not necessarily decisive for inclusion in Kalundborg Symbiosis, however, companies wishing to be included must already be cooperating or will cooperate in the future with the participating companies in Kalundborg Symbiosis.

A distinction is made between full members and associate members, which is reflected in the amount of the subscription. Both full and associate members have the opportunity to participate in a defined range of activities organised by the Association.

Membership fees are set at the Annual General Meeting and are paid annually in advance. Withdrawal can be made at the end of the financial year. However, members may withdraw from the symbiosis immediately if provisions or the like are adopted which are of a fundamental nature for the member and which it has voted against in a prior vote.

Members do not have a share in the assets of the association as per § 13.

§ 5 Management
Kalundborg Symbiosis is managed by a general assembly, a board and a secretary employed by the board.

§ 6 General Assembly

6.1
The Kalundborg Symbiosis General Assembly, which is the highest authority of the Kalundborg Symbiosis, is held every year before the end of March. The General Assembly is convened electronically with at least 3 weeks' notice and a provisional agenda.

Notification of the final agenda is made electronically at least 7 days before the General Assembly.

The agenda of the Ordinary General Meeting shall include the following items:

  1. Election of the Director
  2. Report of the Board of Directors
  3. Presentation of the audited accounts for the previous year
  4. Presentation of the budget for the current year
  5. Presentation of the provisional budget for the coming year, including the establishment of
  6. Contingent.
  7. Proposals received
  8. Election of auditor
  9. Eventually

Proposals for the agenda of the Ordinary General Meeting must be received by the Chairman of the Board at least 14 days before the General Meeting.

6.2
The General Assembly shall ensure that the Association maintains its status in accordance with § 2 and fulfils its purpose in accordance with § 3.

At the General Assembly, each member has 1 vote. Members who are unable to attend the General Assembly may vote by proxy given to another member. Voting at the General Assembly requires at least 3 months of membership and that the member is not in arrears.

Cases submitted shall be decided by a majority of votes. In the event of a tied vote, the proposal shall lapse. In the case of personal elections, votes shall be taken by show of hands or in writing on request. Votes may be cast for the number of persons to be elected. In the event of a tie, the decision shall be taken by drawing lots.

No decision may be taken on matters which have not been included on the final agenda.

Special voting rules apply to proposals for amendments to the statutes and for the dissolution of the association, cf. §12 and §13.

Minutes of the proceedings shall be drawn up and signed by the Chair and the President.

6.3
An Extraordinary General Meeting shall be held at the decision of the Board or at the written request of at least half of the members. Such a request shall specify the business to be transacted at the General Assembly.

Notice of an extraordinary general meeting shall be given not later than one week after the request and shall be given not less than 14 days and not more than 21 days in advance.

The notice shall include the agenda of the extraordinary general meeting.

§ 7 The Board
7.1
Only full members are entitled to a representative on the Board.

Each member appoints a senior employee who must be employed by the company and represents it on the board. The appointment is not subject to a term of office and the company decides when a replacement is required.

7.2
The Board determines the budget and the membership fee according to the Rules of Procedure. The budget and the quota shall be submitted to the General Assembly for approval.

7.3
The quorum is at least half of the members of the Board. Decisions of the Board shall be taken by simple majority of those present. In the event of a tied vote, the acting Chairperson shall have the casting vote.

Minutes shall be kept of the proceedings.

In other respects, the Board shall adopt its own rules of procedure.

§ 8 Management
The Association is managed by a Secretary who has overall responsibility for the day-to-day management of the Association, with reference to the Board.

§ 9 Right of signature
The Association is signed by the Chairman of the Board and the Secretary.

In the absence of the Chairperson, the Vice-Chairperson and, in his/her absence, a member appointed by the Board shall take the Chairperson's place. Power of attorney may be granted.

The President must approve bank transfers and payments over DKK 50,000, so that two signatures are required. The Head of the Secretariat may approve bank transfers and payments under DKK 50,000 himself.

The secretary must have online access to the association's accounts and the secretary must approve all the bookkeeper's transactions before payment, so that there are always two people involved in each transaction.

§ 10 Accounts etc.
The Association's financial year is the calendar year.

The financial statements shall be prepared in accordance with generally accepted accounting principles and with the requirements laid down by law at any time.

Accounting and auditing must also be carried out in such a way as to satisfy the requirements to which the association is subject.

The annual accounts shall be audited by a chartered accountant chosen by the General Assembly.

§ 11 Use of assets
Operating profits may only be used to further the Association's objectives. Buildings, equipment, educational materials and other items may only be used by the Association's staff, or as authorised by the Board.

§ 12 Investment of the association's funds
The Statutory Order on the investment and management of funds (Statutory Order no. 957 of 10/07/2013) is followed, so that the association's surplus funds are invested with low risk, for example in short Danish bonds. It is left to the chairman and the secretary to decide on the details.

§ 13 Amendment of the Articles of Association
Decisions on the dissolution or liquidation of the Association shall be made as for amendments to the Articles of Association.

If the Association ceases to exist, the Board shall decide on the use of any assets owned by the Association, provided that such assets may only be used in the areas covered by § 3 or for other non-profit purposes. The Board's decision must be approved by the General Assembly.

In the event of dissolution or liquidation with debts, the members of the Association shall be jointly and severally liable.

14 Dissolution
The decision to dissolve or liquidate the Association shall be made in the same way as for amendments to the Articles of Association.

If the Association ceases to exist, the Board shall decide on the use of any assets owned by the Association - provided, however, that such assets may only be used within the areas covered by §3 or for other non-profit purposes. The Board's decision must be approved by the General Assembly.

In the event of dissolution or liquidation with debts, the members of the Association shall be jointly and severally liable.

The Articles of Association were approved by the Board of Directors at an Extraordinary General Meeting on 16 December 2019.