Local Statutes

This page describes the AoA of

These bylaws are read, agreed and adopted by fiscal Association of the Open Constitution network for Europe Economic area.

ARTICLE I PURPOSE

The Association shall maintain at least one(1) artificially intelligent informatics system, at all times, on a publicly accessible media network, by means of which all citizens of the Association, party to the open convention, have the ability to access Association’s public facing, meeting minutes of Association’s motion, resolutions or general proceedings,

and by means of which all legal, electronic persons and registered agents of the Open Constitution network, have the ability to process, analyze and register consensus on Association’s meeting minutes, resolutions or general proceedings, such that the Association can fulfill its objectives, including but not limited to,

1. maintaining a public registry of the Association’s resolutions and general proceedings on the Association’s intellectual property artefact registry on behalf of its members.

2. maintaining a treasury journal on the Association’s intellectual property artefact registry on behalf of its members.

ARTICLE II REGISTERED AGENTS

European Union and Europe Economic Area: Copenhagen, Denmark: The address of the initial registered office in the Copenhagen Capital Region and the name of the initial registered agent as the first Association: Open Constitution CVR 43714775, at such address, as set forth in the public documents, in accordance with the Danish law, also listed at https://www.virk.dk.

Association may, from time to time, designate a different address as its registered office or a different person as its registered agent, or both; provided, however, that such designation shall become effective upon the filing of a statement of such change, as is required by Danish law.

ARTICLE III CONVENTIONS

Section 3.1.1 Place and mode of Convention:

Meetings of the members shall be held at the principal office of the Association in the region or any other place, designated in the notice of the meeting.

Members of the Association may participate in a meeting by conference telephone or similar electronic communications systems of the Association, by means of which all persons participating in the meeting can hear each other at the same time.

Participating by such means shall constitute presence in person at a meeting.

Section 3.1.2. Annual Convention of the Members, registered with Association:

A meeting of the members, shall be held annually on 10th Jan, each year or at such time as the Board of Directors of the Association, may determine (which shall be, in the case of the first annual meeting, not more than twelve (12) months after the appointment of the Association and, in the case of all other meetings, not more than twelve (12) months after the date of the last annual meeting), at which annual meeting the members shall elect a Board of Directors to the Association (hereinafter referred to as Board) and transact other proper business.

Section 3.1.3. Special Convention.

Special meetings of the members shall be held when directed by the Chair of the Board or when requested in writing by not less than thirty three percent (33%) of all members, who are registered with the Association and entitled to vote at the meeting.

The call for the meeting shall be issued by the Secretary, unless the Chair of the Board or members requesting the meeting shall designate another person to do so.

Section 3.1.4.Notice.

Written notice stating the place, mode, date and hour of the meeting and, in the case of a special convention, the purpose or purposes for which the convention is called, shall be issued not less than seven (7) nor more than thirty (30) days, before the date of the convention, either personally or electronically, by or at the direction of the Chair of the Board, Chancellor of the Executive Council (of the Open Council), the Secretary, or the officer or persons calling the meeting, to each member of Association, entitled to vote at such meeting.

If digitally issued in Association's Open Convention forum, such notice shall be deemed to be issued, when addressed to all the members, as it appears in the local membership records of the Association.

If electronically mailed, such notice shall be deemed to be delivered when addressed to the member at his or her or their email address as it appears in the membership records of the Association.

Notwithstanding the above paragraph, the Association shall not be required to give notice of a members' meeting to any member, to whom notice of two consecutive annual meetings, and all notices of meetings, during the period between such two consecutive annual meetings, have been delivered under the procedures outlined above and have been returned undeliverable.

Any action or meeting which shall be taken or held without notice to such member shall have the same force and effect as if such notice had been duly given.

If any such member delivers to the Association a written notice setting forth their then current email address, the requirement that notice be given to such member shall be reinstated.

Section 3.1.5.Notice of Adjourned Conventions:

When a meeting is adjourned to another time, the Association shall not be required to give any notice of the adjourned meeting if the time to which the meeting is adjourned are announced at the meeting at which the adjournment is taken.

At the adjourned meeting, any business may be transacted that might have been transacted at the original meeting. If, however, the adjournment is for more than thirty (30) days, or if after the adjournment the Board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in Section 3.4 above, to each member of record on the new record date entitled to vote at such meeting.

Section 3.1.6.Waiver of Notice.

Whenever notice is required to be given to any member, a waiver thereof in writing, and electronically signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice.

Attendance by a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the members need be specified in the written waiver of notice.

Section 3.1.7.Fixing Record Date.

(a) For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 15 days before the date of such meeting.

If no record date is fixed by the Board, the record date for determining members entitled to notice of or to vote at a meeting of members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

A determination of members of record entitled to notice of or to vote at a meeting of members shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

(b) For the purposes of determining the members entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than 15 days after the date upon which the resolution fixing the record date is adopted by the Board.

If no record date has been fixed by the Board, the record date for determining members entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required as per the Danish law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Association by delivery to its registered office, its principal place of business or an officer or agent of the Association having custody of the books in which proceedings of meetings of members are recorded.

Delivery made to Association's registered office shall be by hand or by certified or registered mail, return receipt requested.

If no record date has been fixed by the Board and prior action by the Board is required as per the Danish law, the record date for determining members entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

(c) For the purposes of determining the members entitled to exercise any rights, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining members for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

Section 3.1.8.Record of Members Having Voting Rights.

The officer or agent having charge of the membership records of the Association shall prepare and make, at least ten (10) days before each annual meeting of members, a complete list of the members entitled to vote at such meeting, arranged in alphabetical order, and showing the name, address, telephone number, and electronic mail address of each member.

For a period of ten (10) days prior to such meeting, the list shall be open to the examination of any member, for any purpose germane to the meeting, during ordinary business hours, either at a place within the city where such meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where such meeting is to be held.

The list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any member at any time during the meeting. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, such directors shall be ineligible for election to any office at such meeting.

Section 3.1.9.Member Quorum.

Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, one-third (1/3) of the members entitled to vote, represented in person or represented by proxy, shall constitute a quorum at a meeting of members.

When a specified item of business is required to be voted on by a class or a committee of members (if the members are divided into classes or committees), half (1/2) of such class of members, represented in person or represented by proxy, shall constitute a quorum for the transaction of such item of business by that class of members. If a quorum is present, the affirmative vote of a majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the members, unless the vote of a greater number or voting by class is required by the Danish law or the Certificate of Incorporation or by these Bylaws.

The directors shall be elected by a plurality of the votes of the members present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by class of members is required, the affirmative vote of a plurality of members of such class represented at the meeting shall be the act of such class unless the vote of a greater number is required by the Danish law or the Certificate of Incorporation or by these Bylaws.

After a quorum has been established at a members' meeting, the subsequent withdrawal of members, so as to reduce the number of members in person or represented by proxy entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

After a quorum has been established at a members' meeting, the subsequent admission of new members, so as to increase the number of members required for a quorum above the number of members present in person or represented by proxy entitled to vote at the meeting, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

Section 3.1.10.Voting.

Each member (except emeritus members) shall be entitled to one vote on each matter submitted to a vote at a meeting of the members, except as may otherwise be provided in the Danish law.

A member may vote either in person or electronically or by proxy executed in writing by the member or his or her or their duly authorized attorney-in-fact.

Section 3.1.11. Proxies.

Every member entitled to vote at a meeting of members or to express consent or dissent to corporate action in writing without a meeting, or a member's duly authorized attorney-in-fact, may authorize another person or persons to act for him/her by proxy.

Every proxy must be signed by the member or his or her or their attorney-in-fact. No proxy shall be valid after three (3) years from its date, unless otherwise provided in the proxy. All proxies shall be revocable.

Section 3.1.12.Action by Members Without a Meeting.

Any action required to be taken or which may be taken at any annual or special meeting of members of the Association, may be taken without a meeting, without prior notice and without a vote, if an electronic or a written consent setting forth the action so taken shall be signed by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voted; provided, however, that no written or electronic consent shall be effective unless such consent

(i) bears the date of signature by each member signing such consent and

(ii) is delivered to the Association within sixty (60) days of the date on which the earliest consent was delivered to the Association.

Prompt notice of the corporate action without a meeting by less than unanimous electronic consent shall be given to those members, who have not digitally consented to the Open Convention.

ARTICLE IV Membership

Section 4.1. Admission of Members and Fee.

Any natural person who has reached the age of 15, any legal person who supports the association's purpose can be accepted as a member if they fulfil the conditions for membership as set forth below.

1. the To be eligible for membership, a person must complete a membership application, in such form, as published on Association’s artificially intelligent informatics system, (as described in Article 1) for generating a person's representation against a social capital index, as adopted by the Board, during any membership year.

2. The board may exclude a person from admission to the Association, whose score is below a threshold on the social capital index, as adopted by the Board, during any membership year, in order to grant membership authorization to Association’s intellectual property artefact registry, for the purpose of preserving the non for profit status of the association( as described in Article 8).

Membership Fee and Membership Year

The annual general meeting determines the membership fee.

The membership year follows the period from 1 January to 31 December or a fiscal year as decided by the Association’s Board of Directors.

The membership fee must be paid to the association’s secretariat and applies to the current membership year.

The nomination must be included in an electronic notice to the members, if any, of the Association at least seven (7) days prior to any vote on the applicant's admission, which notice may be by electronic means.

Section 4.2. Emeritus Members.

An emeritus member is a former member whose membership has been suspended and converted to emeritus status, either voluntarily or by action of the members, such that all membership rights of the emeritus member, including the right to vote and be counted for purposes of quorum, are suspended and terminated until the emeritus member's membership is reinstated by subsequent action of the members.

Upon the effective date of conversion of the membership of any member to emeritus status, the membership, including all related voting rights, of such member shall be suspended, except that such emeritus member shall be entitled to attend (but not vote) at meetings of the members, and the officers of the Association shall attempt, in good faith, to continue to deliver notices of meetings of the members of the Association to such emeritus member.

References in these Bylaws to a "member" or to the "members" of the Association shall not include any emeritus member unless explicitly provided otherwise.

Section 4.3.Voluntary Conversion of Membership to Emeritus Status.

Members may convert their membership to emeritus status at any time upon ten (10) days' written, signed notice delivered to an officer of the Association.

Section 4.4.Involuntary Conversion of Membership to Emeritus Status.

Upon an affirmative vote of a two-thirds majority of the members of the Association, the membership of a member shall be converted into an emeritus membership.

Section 4.5.Reinstatement of Membership of Emeritus Members.

Upon receipt of a written request and a new membership application from an emeritus member and upon an affirmative vote of a majority of the members of the Association approving such membership application, such emeritus member membership shall be reinstated as a full member of the Association, and shall be entitled to exercise all rights as a member of the Association, including all related voting rights.

Section 4.6.Voluntary Withdrawal from Membership.

Members (including emeritus members) may withdraw from membership in the Association at any time upon ten (10) days' written, signed notice delivered to an officer of the Association.

Section 4.7.Termination from Membership.

No member may have his, her or its membership terminated except by an affirmative vote of a one-third of the members of the Association.

Section 4.8.Effect of Withdrawal or Termination of Membership.

Upon any withdrawal or termination of the membership of any member, the membership, including all related voting rights, of such member shall be terminated.

After a withdrawal or termination of the membership of any member, or a conversion of the membership of any member to emeritus status, such member may reapply for membership in accordance with Section 4.1 of these Bylaws.

ARTICLE V BOARD OF DIRECTORS

Section 5.1.Powers.

The business and affairs of the Association shall be under the informed supervision of the Board of Directors, which may exercise all such powers of the Association and do all such lawful acts and things as are by the Certificate of Incorporation of Associations or by these Bylaws specifically reserved to the members.

Section 5.2.Eligibility and Qualification.

Any natural person who is a member of the association can be appointed to the Board of the Directors through a nomination.

It is a condition that any member’s nomination to the Board of this Association must have received an electoral certification from the Executive Council, Media Council, Legal, Regulations, Treasury, Steering, or Ethics Council of the Open Council.

Section 5.3.Compensation.

The Board of Directors shall have authority to fix the compensation of directors unless otherwise provided in the Certificate of Incorporation.

Section 5.4.Number.

The Association shall initially have an Board comprising one(1) directors. Thereafter, the number of directors appointed to the Board shall be fixed by the members at each annual meeting of members.

Section 5.5. Election and Term.

Each person named in the Certificate of Incorporation or elected by the incorporator(s) at the organization meeting, as the case may be, as a member of the initial Board of Directors shall hold office until the first annual meeting of members and until his or her or their successor shall have been elected and qualified or until his or her or their earlier resignation, removal or death.

At the first annual meeting of members and at each annual meeting thereafter, the members shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for the term for which he or she is elected and until his or her or their successor shall have been elected and qualified or until his or her or their earlier resignation, removal or death.

Section 5.6. Resignation and Removal of Directors.

A director may resign at any time upon written request to the Association.

Section 5.7. Vacancies.

Any vacancy occurring in the Board, including any vacancy created by reason of an increase in the authorized number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board or by a sole remaining director. If there is more than one class of members, vacancies of directorships elected by such class may be filled by a majority of the directors elected by such class or by a sole remaining director. A director elected to fill a vacancy shall hold office only until the next election of directors by the members.

Section 5.8. Quorum and Voting.

A majority of the number of directors fixed in accordance with these Bylaws shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 5.9. Board Committees.

The Board of Directors, by resolution adopted by a majority of the full Board, may designate a Committee from among its members and such other committees consisting of at least one director as determined by the Board from time to time.

Each committee, to the extent provided in such authorizing resolution, shall have and may exercise all the power and authority of the Board in the management of the business and affairs of the Association, as limited by the Danish law.

The Board of Directors, by resolution adopted in accordance with this section, may designate one or more directors as alternate members of any such committee, who may act in the place and stead of any absent or disqualified member or members at any meeting of such committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

Section 5.10.Place and Mode of Meetings.

The primary mode, with which the regular and special meetings of the Board of the Association, may be held is electronic.

Section 5.11.Time, Notice and Call of Meetings.

Regular meetings of the Board shall be held immediately following the annual meeting of members each year and at such times thereafter as the Board may fix. No notice of regular directors' meetings shall be required.

Special meetings of the Board shall be held at such times as called by the Chair of the Board, or any two (2) directors.

Written notice of the time and place of special meetings of the Board of Directors shall be given to each director by either personal delivery, telegram, cablegram, or telefax at least two (2) days before the meeting, or by electronic notice mailed to each director at least five (5) days before the meeting.

Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice, either before or after the meeting.

Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or conveyed, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Members of the Board may participate in a meeting of such Board or of any committee designated by such Board by conference telephone or similar satellite communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participating by such means shall constitute presence in person at a meeting.

Section 5.12.Action Without a Meeting.

Any action required or permitted to be taken at a meeting of the Board or of any committee thereof may be taken without a meeting if all the members of the board or committee, as the case may be, consent thereto in writing, and such writing is filed with the minutes of the proceedings of the board or committee. Such consent shall have the same effect as a unanimous vote.

Section 5.13.Director Conflicts of Interest.

No contract or other transaction between the Association and one or more of its directors or between the Association and any other Association, partnership, association or other organization in which one or more of the directors of the Association are directors or officers or are financially interested, shall be void or voidable solely because of such relationship or interest or solely because such director or directors are present at or participate in the meeting of the Board or a committee thereof which authorizes, approves or ratifies such contract or transaction or solely because his or her or their votes are counted for such purpose, if:

A. The material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the Board or Board’s appropriate committee, and the Board or Board's appropriate committee in good faith authorizes, approves or ratifies the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

B. The material facts as to their relationship or interest and as to the contract or transaction are disclosed or known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of such members; or

C. The contract or transaction is fair as to the Association at the time it is authorized, approved or ratified by the Board.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or a committee thereof which authorizes, approves or ratifies such contract or transaction.

ARTICLE VI OFFICERS

Section 6.1.Officers.

The officers of the Association shall consist of a Chair of the Board, a Secretary and a Treasurer, each of whom shall be elected by the Board.

A Chair of the Board, one or more Vice Chair, one or more Vice Chancellor, and such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board from time to time.

Any two (2) or more offices may be held by the same person, except the offices of Chancellor and Secretary.

Section 6.2.Duties.

The officers of the Association shall have the following duties:

A. Chair of the Board. The Chair of the Board, if one is elected, shall preside at all meetings of the Board of Directors and members and shall have such other duties and authority as may be conferred by the Board of Directors.

B. Vice Chair. The Vice Chair, if one is elected, shall, in the absence or disability of the Chair of the Board, perform the duties and exercise the powers of the Chair of the Board. The Vice Chair shall also perform whatever duties and have whatever powers the Board of Directors may from time to time assign him/her. If more than one Vice Chairs are elected and the Chair is absent or becomes disabled, the Board of Directors shall choose one Vice Chair to perform the duties and exercise the powers of the Chair.

The C. Secretariat Committee. Board shall direct the constitution of the Secretariat Committee, which comprises secretaries.

A Secretary shall keep accurate records of the acts and proceedings of all meetings of the members and directors.

The Secretary shall give all notices required by law and by these Bylaws.

In addition, the Secretary shall have general charge of the corporate books and records and of the corporate seal, and he or she shall affix, or attest the affixing of, the corporate seal to any lawfully executed instrument requiring it. The Secretary shall have general charge of the membership records of the Association and shall keep, at the registered or principal office of the Association, a record of the members showing the name, address, telephone number, facsimile number and electronic mail address of each member.

The Secretary shall sign such instruments as may require his/her/their signature and, in general, shall perform all duties as may be assigned to him or her from time to time by the Chair of the Board of Directors, or the Chancellor of the Executive Council. The Assistant Secretary, if one is appointed, shall render assistance to the Secretary in all the responsibilities described above.

F. Treasurer and Assistant Treasurer. Board shall direct the constitution of the Treasury Committee, which comprises the treasurers.

The Chair of the Treasury Committee shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual conventions of members, and shall perform such other duties as may be prescribed by the Chancellor of the Executive Council or the chair of the Board of Directors. The Assistant Treasurer, if one is appointed, shall render assistance to the Treasurer in all of the responsibilities described above.

G. Chair of the Committee. The Chair of a Committee, if one is constituted, and if a member is elected as chair, shall preside at all meetings of the Committee and shall have such other duties and authority as may be conferred by the Open Council.

Section 6.3.Election and Term.

The officers of the Association shall be appointed by the Board of Directors.

Such appointment by the Board may be made at any regular or special meeting of the Board.

Each officer shall hold office and each member of any Board Committee shall serve on such committee for a period of one year or until his or her or their successor is elected and qualified or until his or her or their earlier resignation or removal.

Section 6.4.Removal of Officers.

Any officer or agent and any member of any Board Committee elected or appointed by the Board may be removed by the Board whenever, in its judgment, the best interests of the Association will be served thereby.

The removal of Chairs of any Board Committee, including but not limited to the Chair of Board is conditional to a vote by all or a class of members.

Section 6.5.Vacancies.

Any vacancy, however occurring, in any office or any Board Committee may be filled by the Board of Directors.

Section 6.6.Compensation.

The compensation, if any, of all officers of the Association shall be fixed by the Board and may be changed from time to time by a majority vote of the Board.

The fact that an officer is also a director on the Board shall not preclude such person from receiving compensation as either a director or officer, nor shall it affect the validity of any resolution by the Board fixing such compensation.

ARTICLE VII BOOKS, RECORDS AND DIGITAL REGISTRY

Section 7.1. Books and Records.

The Association shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of its members, Board of Directors and committees of Board.

The Association shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of at least the name, address, telephone number, facsimile number and electronic mail address and a local jurisdiction issued identity documentation of each member, together with the date of any withdrawal or termination of such member's membership, or any conversion of such member's membership to emeritus status.

The Association shall maintain at least one(1) electronic record of the membership registries, duly recorded and maintained by the Association.

Any changes to the NPPI(Nonpublic personal information) of any member or changes to a citizen’s membership shall be recorded on the registries maintained by the Association, as the Board may from time to time determine or as the business of the Association may require.

The Association shall keep a publicly auditable and accessible ledger, that is a record of at least the name, address, telephone number, and electronic mail address and a local jurisdiction issued identity documentation of each member, together with the date of any withdrawal or termination of such member's membership, or any conversion of such member's membership to emeritus status.

Each member shall be responsible for notifying the Association of changes to such member's address, telephone number, facsimile number or electronic mail address.

Any books, records and minutes may be in written form or in any other form capable of being converted into clearly legible written form within a reasonable time.

Section 7.2.Members' Inspection Rights.

Any natural person who is a registered member of the Association, and is registered on the local registry of the Open Constitution AI network, upon written demand under oath stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any time during the Association's usual hours for business, for any proper purpose as determined in the Danish laws thereof, the Association's local membership records and its other books and records and to make copies or extracts therefrom.

Section 7.3.Members' Global Inspection Rights.

Any person who is a registered member of the Association, and is registered on the global registry of the Open Constitution network, upon written demand under oath stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any time during the Association's usual hours for business, for any proper purpose as determined in the Danish laws thereof, the Association's global membership records and its other books and records and to make copies or extracts therefrom.

ARTICLE VIII NONPROFIT STATUS

The Association is organised and shall be operated as a whole, as a not-for-profit Association, organised as per the Danish laws thereof.

Furthermore, the Association is organised and shall be operated as a Self-governing, self-owned, self-independent socio-economic association, organised as per the Danish laws thereof.

If the Board of Association elects to seek and obtains an exemption for the Association from taxation, if ever, that such exemption is denied or lost, the Association shall not be empowered to engage directly or indirectly in any activity which the Association believes would be likely to invalidate its status as an organization exempt from taxation within Danish laws.

ARTICLE IX OPEN CONSTITUTION LICENSE

All electronically accessible public goods and services maintained by the Open Constitution network shall be released and reduced to practice, subject to an Open Constitution License, a public copy of which shall be maintained alongside the Articles of Association of the Open Constitution.

All electronically accessible public goods and services maintained by the Open Constitution network shall be released and reduced to practice, subject to a data protection policy, a public copy of which, shall be maintained alongside the Articles of Association of the Open Constitution.

All electronically accessible public goods and services maintained by the Open Constitution network shall be released and reduced to practice by an Acceptable Usage and associations policy, a public copy of which shall be maintained alongside the Articles of Association of the Open Constitution.

ARTICLE X AMENDMENTS

These Bylaws may be altered, amended or repealed by the members, and new Bylaws may be adopted by the Board or by the members.

No alteration, amendment or repeal of these Bylaws shall be effective unless and until the Association attempts, in good faith, to issue notice to the members of the Association of such alteration, amendment or repeal at least fifteen (15) days prior to the effective date of such alteration, amendment or repeal, which notice may be by electronic means.

ARTICLE XI LIMITS ON LIABILITY

DIRECTORS OF THE BOARD

To the fullest extent permitted by the Danish laws or may hereafter be amended, the directors in the Board of the Association shall not be personally liable to the Association or its members for monetary damages for breach of fiduciary duty as a director.

ARTICLE XII INDEMNIFICATION OF ELECTED MEMBERS, OFFICERS AND BOARD OF DIRECTORS

Section 12.1. Right to Indemnification.

Each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Association), by reason of the fact that he or she is or was a director, officer or member of the Association, or is or was serving at the request of the Association as a director, officer, employee, or agent of another legal body, partnership, joint venture, trust, or other enterprise, shall be entitled to indemnification against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement to the fullest extent now or hereafter permitted by applicable law as long as such person acted in good faith and in a manner that such person reasonably believed to be in or not be opposed to the best interests of the Association; provided, however, that the Association shall indemnify any such person seeking indemnity in connection with an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized by the Board of Association.

Section 12.2. Power of Attorney

Acquisition of Legal Representation in the event a member seeks Indemnification: In a legal action by or in the right of the Association, if any person who is or was an officer, director or member of the Association, or who is or was serving at the request of the Association as an officer or director of another legal Boardy, partnership, joint venture, trust or other enterprise, and is party to the stated legal action(either as a complainant or a defendent) in enforcing any civil, criminal, administrative or investigative action, suit or proceeding in a local jurisdiction, then such member(s) shall have the ability to exercise an automatic assignment of their legal representation to the Association's Legal Committee, with respect to the subject matter.

The Power of Attorney shall stand to be quashed if it is ultimately determined that he or she or they are not entitled under applicable law to be indemnified by the Association.

Section 12.3. Right of Claimant to Bring Suit.

Any member shall be eligible to claim reimbursement of reasonable legal fees incurred by a member in the initial period of a legal action and the claim is made under the stipulations of several Sections of this Article XII, whereby legal expenses concern the period before member or Association enforced the Right to Indemnification in accordance with Section 12.1 and subsequent acquisition of Legal representation in accordance with Section 12.2.

If the claim is not paid in full by the Association within three sixty (360) days after a written claim has been received by the Association, the claimant may at any time thereafter bring suit against the Association to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any action or proceeding in advance of its final disposition where the required undertaking has been tendered to the Association unless such action is based on the claimant having committed an act involving moral turpitude) that the claimant has not met the standards of conduct which make indemnification permissible under the Danish law, but the burden of proving such defense shall be on the Association.

Neither the failure of the Association (including its Board of Directors, independent legal counsel, or its members) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct as set forth in the Danish laws, nor an actual determination by the Association (including its Board of Directors, independent legal committee, or its members) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 12.4. Contract Rights.

The provisions of this Article shall be a contract between the Association and each director, officer or member to which this Article applies. No repeal or modification of these Bylaws shall invalidate or detract from any right or obligation with respect to any state of facts existing prior to the time of such repeal or modification.

Section 12.5. Rights Non-exclusive.

The indemnification provided by or granted pursuant to this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested directors or otherwise, both as to action in his or her or their official capacity and as to action in another capacity while holding such office.

Section 12.6. Insurances:

The Association may purchase and maintain insurances on behalf of any person who is or was a director, officer, member, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another Association, partnership, joint venture, trust or other enterprise against any liability asserted against him or her or them and incurred by him or her or them in any such capacity, or arising out of his or her or their status as such, whether or not the Association would have the power to indemnify him or her or them against such liability under the provisions of this Article or of applicable law.

The Association may also purchase and maintain insurances with liability coverage on behalf of any person who is or was a director, officer, member, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another Association, partnership, joint venture, trust or other enterprise against any liability asserted against his or her or their physical well being and incurred by him or her or them in any such capacity, or arising out of his or her or their status as a member of the Association, whether or not the Association would have the power or statutory requirements under the provisions of applicable Danish law.

Section 12.7. Definitions.

For purposes of this Article, references to "the Association" shall include, in addition to the resulting Open Constitution CVR:43714775, any constituent Association(including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent Association, or is or was serving at the request of such constituent Association as a director, officer, employee or agent of another Association, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Association as he or she or they would have with respect to such constituent Association if its separate existence had continued, and references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Association" shall include any service as a director, officer, employee or agent of the Association which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he or she or they reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Association" as referred to in this Article.

Section 12.8. Continued Coverage.

authorisedThe Right to indemnification provided by, or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer or member and shall inure to the benefit of the heirs, executors and administrators of such person.

ARTICLE XIII GENERAL PROVISIONS

Section 13.1. Checks.

All checks or demands for money and notes of the Association shall be signed by such officer or officers or such other person or persons as the Board of Association may from time to time designate.

The Board of Directors of Association shall provide a corporate seal which shall have the name of the Association inscribed thereon, and may be a facsimile, engraved, printed, or an impression seal.

Section 13.2. Fiscal Year.

The fiscal year of the Association shall be determined and fixed by resolution of the Board of Directors of Association.

Section 13.3. Loans.

,No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Association. Such authority may be general or confined to specific instances.

Section 13.4. Deposits.

All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such depositories as the Board shall decide.

Section 13.5. Contracts.

The Executive Council may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the Association, and such authority may be general or confined to specific instances.

Section 13.6. Counterpart Execution:

Facsimile Execution. Any document requiring the signature of the directors and/or members may be executed in any number of counterparts with the same effect as if all of the required signatories had signed the same document. Such executions may be transmitted to the Association and/or the other directors and/or members by facsimile and such facsimile execution shall have the full force and effect of an original signature. All fully executed counterparts, whether original executions or facsimile executions or a combination, shall be construed together and shall constitute one and the same agreement.

THESE BYLAWS WERE READ, APPROVED AND ADOPTED BY THE OPEN CONSTITUTION ON THE 10th DAY OF DECEMBER, 2022.