Constitution

CONSTITUTION of the Danish Association of Consulting Engineers

Unauthorised English version of the Danish text

§ 1. Name

1. The name of the Association is "The Danish Association of Consulting Engineers". The Association was founded in 1904. The registered office of the Association is situated in Copenhagen.

2. The logo of the Association is an equilateral triangle divided into three by two white stripes running parallel from the base line towards the right sideline. The logo is protected in accordance with the Register of Associations' letter of 1976-12-16.

3. The members of the Association and their companies are entitled to use the FRI title as well as the Association's logo.

                      
§ 2. Objective

The objective of the Association is to promote the interests of in­dependent consulting firms and to uphold and enhance their reputation.

                
§ 3. Members

1. The firm

Submission of a written declaration accepting to:

a. Respect the constitution of the Association and loyally comply with the interpretation of the Executive Committee and the rules and statements given by the Executive Committee concerning relationships between colleagues.

             
b. Immediately and voluntarily to inform any client or project partner about any matter, which in the specific situation might influence the impartiality of the consultancy services provided.

In addition to this the member of the Association shall meet the following requirements:

c. The firm shall provide its services on normal market terms.

d. The firm shall be obliged immediately and voluntarily to inform any client or project partner of any matter which in the specific case may influence the impartiality of the consultancy services provided.

f. If a member is an affiliate of another Danish company providing impartial consultancy services in conformity with the rules of the Association, such company shall apply for membership of the Association.

g. The firm must join as an associate or member of DI.

In special cases the Executive Committee may grant exemption from the requirements mentioned under points a-c and e-g.

2. The management

At least one half of the management shall fulfil following requirements:

a. A degree from a university, institution of higher education or engineering school or other education and employment which in the Executive Committee's judgement has provided the consultant in question with appropriate and similar qualifications.

b. Relevant experience, of which at least 2 years must have been in the capacity of project manager or the like.

In the event of doubt, the Executive Committee has the final say as to whether an applicant's education and occupation constitute sufficient qualification for membership.

3. Approved FRI consultants

The title 'approved FRI consultant' may be granted to consultants who are employees of companies which are members of FRI. The member appoints a number of FRI consultants according to the instructions for appointment of FRI consultants. At least one FRI consultant is appointed for each member.

§ 4. Admission to the Association

1. Admission is granted by the decision of the Executive Committee, with all members of the Executive Committee being required to give their vote. Ad­mission shall not be granted if more than one member of the Executive Com­mittee vote against admission.

2. Members of the Association shall be informed about new members in writing.

3. The Executive Committee shall prescribe any further provisions as to how applicants should document that they have fulfilled the requirements specified in Article 3 above.

            
§ 5. Resignation from the Association

1. Members may resign from the Association giving six months' notice in writing to the first day of January.

2. Member shall resign immediately if they cease to meet the membership requirements specified in Article 3. Nevertheless, the members' financial obligations to the Association shall remain until such time as they would ordinarily have ceased following the usual period of notice as specified in paragraph 1.

             
§ 6. Exclusion

1. Members may be excluded from the Association if they no longer fulfil the requirements of membership specified in Article 3 and fail to resign in accordance with the provisions of Article 5.2.

          
If, within a period of four weeks, a member decides to dispute the exclusion, the matter will be submitted to the next ordinary General Assembly, cf. Article 4.2.

2. Members may be excluded from the Association if they fail to fulfil their financial obligations in accordance with the provisions on membership, cf. Article 12.

Exclusion shall be adopted by a 3/4 majority of the members of the Executive Committee. If more than one member of the Executive Committee vote against exclusion, the member facing exclusion shall be allowed within a period of four weeks to demand that matter be settled by the next ordinary General Assembly to in accordance with the rules of paragraph 4.

3. Any member violating the Association's rules on proper consulting practi­ces may be excluded. The decision to exclude shall be made by the General Assembly on the recommendation of the Executive Committee.

4. Submission to the General Assembly of the Executive Committee's decision to exclude a member, cf. paragraphs 1 and 2, shall not have any suspensive effect on the decision. In connection with General Assembly's scrutiny of the Executive Committee's decisions on exclusion in pursuance of paragraphs 1 and 2 as well as decisions on exclusion carried out by the General Assembly, a 3/4 majority of the votes must be cast in favour of exclusion. Members threatened with exclusion shall be entitled to speak in their own defence at the General Assembly.

               
§ 7. Guidelines for good consulting practice

The Executive Committee shall lay down guidelines for good consulting prac­tice.
Neglect of these guidelines may result in sanctions, including fines, reproof and exclusion.

             
§ 8. Association year

The Association year shall be the calendar year.

§ 9. The General Assembly

1. The Association's supreme authority is the General Assembly.

2. The General Assembly shall be held once a year - before the end of March and with the following agenda:

2.1. Election of Chairman

2.2. Executive Committee's report

2.3. Adoption of accounts and budget, including the size of membership fees.

2.4. Consideration of proposals submitted

2.5. Election of President, if due

2.6. Election of other members of the Executive Committee

2.7. Election of auditor

2.8. Other business

If needed, the Executive Committee may add any special questions to the agenda for consideration and decision by the General Assembly.

3. Members wishing matters to be considered by the General Assembly shall submit motivated proposals to the Executive Committee not later than 1 February. The Executive Committee shall be obliged to add such proposals to the agenda.

4. Notice convening the General Assembly shall be forwarded to the members not less than two weeks before the date of the General Assembly.

5. An extraordinary General Assembly shall be held if so requested by the Executive Committee or at least 1/10 of the members or of members representing at least 1/10 of total voting rights. The notice convening the General Assembly shall contain the agenda and shall be forwarded to the members not less than 8 days before the date of the General Assembly.

6. At the General Assembly, the members have voting rights in proportion to their payment of membership fee in the preceding year, as each member is given one vote for each whole or partial amount of DKr. 10,000 (excluding VAT) of membership fees.

Before each General Assembly, the members shall receive an individual certificate of voting right stating the members' number of votes for the General Assembly in question. The voting rights shall be attached to the certificate of voting rights and shall be exercised by an individual representing the member (an employee or a member of the board of management or the board of directors).

Voting rights may be transferred by proxy to another member. However, no member may hold more than one instrument of proxy. Allied companies which are members of the Association shall be exempted from this limitation.

7. At the General Assembly all decisions shall be made by simple majority. However, decisions to exclude a member in pursuance of Article 6.3 and 6.4, decisions to amend the Association's Constitution or to dissolve the As­sociation shall require not less than 3/4 of the votes cast in favour of the propo­sal. If a proposal to amend the constitution or to dissolve the Association is adopted, 1/6 of the votes represented at the General Assembly may de­cide to have a ballot on the proposal among all the members of the Associ­ation. If such a decision is made, at least 50% per cent of the Association's members shall be in favour of adopting the proposal.

8. The proceedings of the General Assembly shall be recorded in the minutes, which shall be signed by the Chairman of the General Assembly.

         
§ 10. Executive Committee

1. The Association shall be under the direction of an Executive Committee consisting of a President to be elected separately and 6-10 additional members. The President is elected for a period of two years and is eligible for re-election for another year. The other members of the Executive Committee are all elected for a period of two years at a time. Members of the Executive Committee are eligible for one re-elec­tion.

Those eligible for the Executive Committee shall be employees of the Association's members. Membership of the Executive Committee is personal.

2. At the first meeting of the Executive Committee following the General Assembly, the Executive Committee shall constitute itself and elect two Vice-presidents from among their own number.

3. If a seat on the Executive Committee becomes vacant during the year, the Executive Committee may appoint a member of the Association to fill the post until the next ordinary General Assembly.

4. The Executive Committee shall be deemed to form a quorum when more than half of the members, including the President or a Vice-president, are present, subject, however, to Article 4.1 of the Constitution on admission of new members and Article 6.1 and 6.2 on exclusion. In its rules of procedure the Executive Committee shall lay down detailed provisions for the performance of its duties.

5. The Association shall be signed for jointly by the President and one of the other members of the Executive Committee, or by three members of the Executive Committee jointly.

6. The President and the two Vice-presidents shall constitute the Presidency of the Executive Committee. The responsibilities of the Presidency shall be specified in the Executive Committee's rules of procedure.

        
§ 11. Management

A Chief Executive shall be appointed to be in charge of the Association's secretariat. The Chief Executive's terms of employment shall be specified in a contract.

             
§ 12. Membership fee

Members shall pay a membership fee to the Association to be fixed by the General Assembly. Detailed rules for collection of membership fees shall be laid down in a special regulation on membership fees.

         
§ 13. Auditors

For one year at a time, the General Assembly shall elect a critical auditor from among the employees of the Association's members as well as a state-authorised accounting firm to audit the Association's accounts.

§ 14. The fund of the Association of Consulting Engineers

1. The Association may grant financial support from its funds for skills development through education, travels, professional activities or the like for employees in the Association's member companies. The application must be well-founded in the applicant's financial circumstances. The grant is part of the Association's assets.

2. The trust's accounts shall appear as separate working and capital accounts in the Association's accounts. The funds are part of the Association's assets and shall be safeguarded through investments yielding the usual return. Information on matters concerning the trust will form part of the Executive Committee's report to the General Assembly.

§ 15. Dissolution of the Association

1. In the event of dissolution, following fulfilment of all obligations, the Association's assets shall go to the members or shall be transferred to a purpose to be decided by simple majority of votes at the General Assembly at which the decision to dissolve the Asso­ciation is adopted. Decisions about use of the Association's assets shall not be made by ballot.

2. In the event of dissolution of the Association, the assets of the FRI charitable trust shall be transferred to a fund with a similar object or shall be carried on by a registered fund with a similar object.

            
§ 16. Relations with other associations

1. The Executive Committee may decide to involve the Association in cooperation with other national and international associations. Membership of such other organisations shall be decided at the General Assembly.

Adopted at FRI's General Assembly on 3 March 2011.