ABC Baadclub

§1
Aabenraa Båd Club a.m.b.a. – abbreviated ABC a.m.b.a. – is a co-operative society with limited responsibility due to the fact that the members of the co-operative society alone are liable for the price of the share certificate as well as the drawn contributions/deposits.

The co-operative society’s registered address is in Aabenraa municipality.
The purpose of the co-operative society is to manage the construction and running of a yachting marina with its connecting facilities situated in an area north of the existing yachting marina in Aabenraa.

§ 2
People over the age of 18, as well as unions and companies with address situated in the county of Southern Jutland, Ribe and Vejle and who are members of a club within Dansk Sejlunion (Danish Sailing union, can gain membership as either active or passive members of the co-operative society.

Members of the co-operative society, who have not been assigned a boat site, may claim to be put on a waiting list.
The deposit will be subtracted the contribution of capitol at the time where the person in question gains the right for a boat site.
A member of the co-operative society, who has been assigned a boat site, has the unconditional right to this site as long as the size of the boat allows it.

It will, moreover, be possible to admit members of the co-operative society who have no claim for a boat site; however, in return they will only pay a smaller amount as deposit (passive).
Passive members cannot be put on a waiting list and they have no voting rights.

The price for the share certificate and the deposit are set by the members at the general meeting. The time for payment is decided by the board of directors.

The sum can attract interest due to the fact that the size of the interest is decided by the members at the general meeting.
(However in practise there will be no payment of interest).

It requires the consent of parents/guardians for people under age to gain membership at ABC a.m.b.a. In return for the final payment of the member share, a share certificate and deposit/contribution of capitol certificate will be issued.

No one, who has once been banned due to lack of payment, can gain membership until the person in question has paid his dept to the co-operative society.

§ 3
Procurement of the necessary capitol for the yachting marina’s facilities happens partly through the member shares and through the deposits/contribution of capitol.
Additionally, the co-operative society can raise financing in a mortgage provider, bank or wherever the board of directors finds it desirable. In such cases, the creditor must be able to step in and follow the co-operative society’s rights in connection to the members of the society in case the loan is defaulted.

Purchase of a share certificate.
Contribution of capitol/deposit. The size of this is calculated in connection to space requirements. Minimum is 11 x 15 cm.

The size of the deposit constitutes a fraction of the marina’s facility expenses equivalent to the breadth of the mooring calculated from centre pole to centre pole of the total area extent of the boat site.
All members of the co-operative society are given a membership number which states the order of seniority.

The members of the co-operative society choose a boat site depending on the order of taking out shares.

The board of directors can decide the distribution of the boat sites with regards to size and location.

After the 31st October 1990, shares not yet taken out or not yet paid deposits can be ascribed a supplement of 10% to cover bridging finance.

§ 5
The member of the co-operative society alone has the berth to his disposal to use for his/her own boat, which must be owned at least 50% by the member or by his/her spouse or by them both. If the member is in a union or the like, refer to §2; he or she can make the boat site available to the union and the people connected to this.

In case the boat site cannot be used for a shorter or longer period of time, the member of the co-operative society has the duty to inform the board of directors about this and the site is then made available for the co-operative society with regards to rental with no fee given to the member of the co-operative society due to the fact that the income will accrue to ABC.

§ 6
Besides the share, the members of the co-operative society who have been assigned a boat site also pay an annual harbour due for using the boat site belonging to the share. The harbour due is the same for all the moorings pr. 25 cm.
Additionally an established membership fee pr. boat must be paid.

Members of the co-operative society, who have not been assigned a boat site, will be charged an annual fee for being on the waiting list noted as interested.

Members of the co-operative society (passive) who have paid a smaller contribution will be charged an annual membership fee.
The above mentioned harbour dues, fees and membership fees are determined by the general meeting. The date for the on-time payment is set by the board of directors.

If a boat site is not used within the calendar year, then the member of the co-operative society can be granted a lower harbour due after having applied for it at the board of directors; however, after on-time payments of the harbour dues, there will no longer be granted any lowering of harbour dues. Lower harbour dues are set at the general meeting. The date for on-time payment is March 1st.

The board of directors is allowed to rent out boat sites within the area of the harbour to boats which do not have any boat site.
The board of directors set the price for this. Payment for other services provided is also set by the board of directors.

§ 8
The general meeting is the highest authority within the co-operative society.

Notice to general meetings is done by mail to all members of the co-operative society in ABC a.m.b.a.
Notice to the annual general meeting, which is held every year in November/December, is sent out at least three weeks in advance.
The agenda is announced no later than 8 days before the general meeting and it is done as mentioned above.
Recommendations for the general meeting must be in the hands of the board of directors no later than 14 days prior to the general meeting. These recommendations are then put on the agenda.
All members over the age of 18 who have been members of ABC a.m.b.a. for at least 3 months prior to the general meeting and who have not fallen behind with any payments, have voting rights (not the passive members).
The right to vote can only be practiced through personal attendance. A letter of authority is accepted for spouse/partner.
No member can have more than one vote.

Choice of the chairman of the meeting
The chairman’s report
Presentation of the revised annual account for approval.
The setting of the contribution of capitol
The setting of harbour dues
The setting of charges/membership fees
Treatment of incoming recommendations
Election of chairman, male/female.
Election of board members.
Election of 2 alternates for the board.
Election of 2 accountants and one alternate accountant
Election of committee chairman, male/female
Submission of proposals, if any.

The general meeting chooses a chairman of the meeting to lead the negotiations. He/she must not be a member of the board of directors.
The general meeting’s decisions are made from ordinary majority of votes; except in cases where certain article of association say otherwise.
At the request of one member entitled to vote, the vote and election must be done in writing just like all votes concerning exclusion must also be done in writing.
The general meeting’s decisions are put on record. The summery of the negotiations is also recorded to the extent chosen by the chairman.

§ 11
The annual general meeting is held whenever the board of directors finds it necessary or whenever al least 30% of the members of the co-operative society demands it in writing. In the case of the latter, the general meeting is held no later than 1 month after the request is made to the board of directors with information regarding the subject which needs treated.
Regarding convening notice and regarding the sending out of the agenda, then the regulations of § 8 counts.

§ 12
The board of directors run the day-to-day affairs and represents the co-operative society in all situations. The chosen decisions and performed actions commit the co-operative society to follow the law.
The board of directors consists of a chairman, a deputy chairman, a cashier, a secretary and one more member. They are all elected for a period of 2 years at the annual general meeting. However, half of the board of directors resigns every second year.
The chairman is elected separately for a period of 2 years at a special election. Re-election is possible.
People up for election must only be members of the co-operative society and they must all be of legal age.

The board of directors constitutes itself at a meeting but at the latest 14 days after the general meeting.
The assignment as cashier is not compatible with the assignment as chairman, deputy chairman or as secretary.
The board of directors set their agenda themselves.
The board of directors is only competent to transact business whenever at least half of its members are present.
In the case of absence from the chairman the deputy chairman steps in his place.
Records of the board of director’s negotiations are maintained.
The co-operative society is created by the chairman. In cases of economic transactions, a signature from the chairman as well as from the cashier is needed.
In all cases concerning purchase, sale and mortgaging of real estate or movables the co-operative society is created jointly by the chairman, deputy chairman and cashier.

§ 14
The financial year of the co-operative society is counted from October 1st till September 30th.
The board of directors must deliver to the audit professionals a statement of revenues and expenditures for the preceding year as well as a balance sheet as of September 30th.
The statement of revenues and expenditures and the balance sheet is presented at the annual general meeting for approval and they must contain the auditor’s report.
The statement of revenues and expenditures and the balance sheet is presented for the members of the co-operative society no later than 8 days before the assembling of the annual general meeting.

§ 15
At the annual general meeting 2 critical audit professionals and 1 deputy auditor are elected for a period of 1 year. Re-election is possible.
The auditor professionals must every year in November go through the final audits and ensure that the holdings are there.
Each auditor can at any time access the audit and the holdings.

§ 16
Any establishment or arrangement of lake facilities or land facilities must be approved by the board.

§ 17
Any transaction of shares can only be done to a spouse or an heir without the approval of the board.
In cases where a share is to be returned to the co-operative society the member must inform the board of directors in writing with at least 14 days of warning before March 1st.
The member is entitled a written confirmation if the member owes the co-operative society money.

§ 18
The board of directors must, in cases where wishes are set forth concerning returning of shares, seek new suitable members. During this time the share must, no longer than 3 weeks after the reception of the wish, be advertised as vacant.

priority is given to the members
priority is given to people, unions etc. who are situated in the municipal of Southern Jutland, Ribe or Vejle.

If there are anyone interested who have the same priority then time of application counts in connection to the list of interested people.

The board must then, no longer than 6 weeks after the reception of the wish to return the share, inform the member whether or not the board is able to set forth a new buyer for the share in question. If the board is unable to set forth a buyer then the member is allowed to set forth a buyer himself. This buyer is then to be approved by the board if the buyer fulfils the conditions of the regulations. If the buyer does this then he/she enters the resigning member’s rights and duties.
An administration fee, which the board estimates in connection to the end of the lease arrangement, must be paid.
The transfer of the share must not be done for a larger amount than the amount which the member himself has paid + 10% in cases where the share is paid for before October 31st 1990.
The member has no claim over any part of the property when resigning.

In order to ease the members’ financing of the shares it is allowed to transfer to a bank the rights connected to the share.
The transfer will be noted by ABC a.m.b.a. in return for a payment of a set fee.

§ 19
The board is allowed to hire paid workers to help the co-operative society with daily running as well as to be authorized to sign for the company.
Members are under obligation to follow the rules as well as other regulations made by the board.

§ 20
In cases where the members do not pay the harbour dues or any other payments on time, then the board may collect these amounts on the member on question’s bill.
If the member does not pay the amount owed after the claim set by the board or if the member rudely and irresponsibly repeatedly violates the harbour regulations then the board can exclude the member and demand that the boat site is immediately cleared.
For the board to decide this however, they need at least 2/3 of the members of the board to have voted in favour of the exclusion. The person in question must be allowed to defend himself before the board makes a decision and he can demand that the decision for exclusion should be put before the first coming annual general meeting.
Finally, a member can be excluded when 1/3 of all members favour exclusion at the general meeting.
In all cases where exclusion is treated at a general meeting the person in question must be informed about this no later than 3 days prior to the date of the general meeting. Moreover, he is allowed to participate at the meeting if he wants to defend himself. The question concerning exclusion must be included as an extra item on the agenda.
The general meeting’s decision concerning exclusion needs the same majority in favour as in cases concerning alterations of the society’s laws.
A member, which has been excluded due to a decision made by the general meeting, can only be accepted as a member again at a new general meeting. In these cases the same kind of majority is needed as in cases concerning exclusion. The board must, right after an exclusion of a member, pay out all shares belonging to the member.

The member is obligated to pay harbour dues for the calendar year in which the termination of membership has occurred.

§ 21
If the society takes out loans with mortgage providers or in banks in order to partly finance the expenses of the harbour site or if payments for such loans are not done on time then the loan provider is allowed to demand participation in all of the board’s rights connected to these regulations. This includes the right to set the annual harbour dues. They can also demand that the service payments for the loan are paid until the total amount is received.

§ 22
Only pleasure boats, which are held in yacht-like condition, are allowed to use the harbour.
Commercial fishing boats are not allowed to use the harbour
Commercial business must not be conducted on the harbour. This does not however include commercial companies which have been approved by the board of directors for using the harbour or boats.
The board can also allow renting, demonstration and sale of pleasure boats from the area of the harbour.
Any kind of posting, signing etc. in connection to the above mentioned must be approved by the board.

§ 23
Changes of the present regulations can be conducted at any general meeting whenever at least 1/3 of the members allowed to vote are present and whenever 2/3 of the given votes are in favour of the issue. If a majority is reached at a general meeting where the majority is not reached then the board must within 14 days with the usual prior notice call for a new general meeting.
If also 2/3 of the votes given at this new general meeting is in favour of the issue, then this issue is approved no matter the number of members present who are entitled to vote.
As long as the loan taken out in connection to the establishment of the marina has not been settled, § 21 cannot be changed without the consent of the loan providers.
§§ 2, 4, 5, 6, 7, 17 and 18 can only be changed with the consent of the Department of Transport.

§ 24
Decisions concerning the dissolution of the society can only be made on general meetings called for this specific issue.

In this context, quorum is taken to mean that 2/3 of the shareholders entitled to vote must be present, and in order for the issue to be passed at least ¾ of the votes given must be in favour of the issue.
If such a majority is reached at a general meeting which does not reach quorum then a new general meeting is called for. At this meeting a majority can be reached with the above mentioned claims for majority no matter the number of members present who are entitled to vote.

In the case of dissolution of the society then the profits will be distributed to sport purposes, particularly sport activities concerning water.
The distribution can only take place when the society has been cleared of all its obligations.

Existing regulations can only be changed with the same amount of majority as the cases concerning dissolution.

The regulations for Aabenraa Båd Club A.m.b.a. apply from September 24, 1989 with the changes made and updated after the general meeting November 20, 1990 until February 20, 2002 both dates included.

Regulations for AABENRAA BÅD CLUB A.M.B.A