§1.
The name of the society is the Danish Composers’ Society (the Society).
The Society's registered office is located in Copenhagen.
The object of the Society is to safeguard the artistic, professional and financial interests of Danish composers (and those of their heirs) within art music, sound art and related genres.
§2.
Membership applications must be addressed to the Society in writing and are decided by the Board.
The applicant is required to be a member of Koda in order to gain membership of the Society.
The members are divided into groups categorised as either active or passive.
Any composer who has had works made available to the public and has a connection to Danish musical life, and whose production qualifies for admission, may be admitted as an active member. The Board determines the specific criteria for admission. The criteria for admission are publicly available.
Heirs of composers who have been or could have been active members may be admitted as passive members. Passive members do not have a right to vote, but they do enjoy – where nothing else is specified – all other membership rights on an equal footing with active members and are subject to the same obligations.
In this provision, the term 'heirs' means the heir(s) to the composer's copyrights as used and managed by the Society, see Article 3 below.
Where copyrights are jointly owned by several heirs, these may only be represented by one member.
Admission of applicants requires the approval of at least two-thirds of the board members. However, if board approval according to the above provision cannot be obtained, the question of whether an applicant meets the Society's admission criteria and should be admitted may be brought before the Society's general assembly which will adopt the final resolution by a simple majority of votes. However, proposals for membership may only be submitted to a general assembly by at least two board members or at least ten active members of the Society.
§3.
The member is obliged to comply with the agreements entered into by the Society, including agreements on the use of material subject to copyright protection to which the member has the copyright.
By virtue of the membership of the Society, every member assigns to the Society a non-exclusive right to enter into agreements on behalf of the member and to collect remuneration for the use of content subject to copyright protection in accordance with the Society's resolutions within the objects provision applicable from time to time. The assignment of rights does not include moral rights and remains in force as long as the membership lasts. The assignment of rights applies to the extent that the member retains the rights referred to. The member authorises the Society to take any legal or actual steps in order to safeguard this right. The Society may protest against any violation of these rights on behalf of its members. The Society may enter into representation agreements with foreign collecting societies such as Copydan.
The Society may entrust the management of the agreements specified in this provision or parts thereof to other organisations, including societies under Copydan. The assignment of rights includes rights managed by the collecting societies, such as the Copydan societies, of which the Society is a member. Members have the right to be informed of the areas within which agreements have been made.
As a member of Koda, the member’s obligation to assign rights to Koda take precedence over the member’s obligations to the Society. Rights which a member actively withdraws from Koda's collective management for self-management are excluded from the assignment of rights to the Society.
The members retain the right to use their copyrights in relation to the publication of musical works via publishers or in a similar way by print or similar means of reproduction, whether the publication is intended for sale, rental or distribution for the purpose of sales promotion.
Upon joining the Society, each member receives a copy of the Society's Statutes and must, before membership rights can be exercised, sign a declaration that they have familiarised themself with the content and will comply with the provisions contained therein, including those that concern the above-mentioned assignment of the copyrights that have not already been assigned to Koda.
Upon joining the Society, each member receives a copy of the policies that apply to the Society's members upon a member's entry, and the member is obliged to familiarise themself with and comply with the content of these policies. A member's obligations under the previous sentence apply similarly as regards any future policies that may become applicable to the Society's members after the member's entry.
§4.
All members of the Society as well as all members of Koda are entitled to seek the Society's assistance regarding professional matters and issues pertaining to copyright within art music and sound art and related genres, see the Society's object as stated in Article 1 above including guidance on contract issues.
§5.
The annual general assembly determines the size of the annual membership fee for the Society's two member groups.
If the membership fee has not been paid within a year from the due date, the Board may decide to exclude the member concerned from the Society after which readmission may only take place when the debt has been settled in accordance with the rules specified in Article 2.
The Board may grant a member or a group of members a membership fee reduction and, in special cases, grant a member exemption from payment of the membership fee.
§6.
Resignation must be made in writing at no less than six months' notice for expiry on 1 January.
§7.
(1) The Society is governed by a Board consisting of a total of seven members. The Board consists of a chair, a vice-chair and five members.
(2) The Board, including the chair, is elected from among the Society's active members at the annual general assembly. The chair is elected for a two-year term.
Other board members are also elected for a two-year term. Elections are held every year so that three members resign in turn, after which election of three members takes place. A board member, including the chair, may be re-elected for up to three additional terms. This means that a board member who has been elected as a regular member of the Board and/or as chair may be re-elected for a maximum period of eight years in total. After the end of an eight-year term, the person in question may be re-elected to the Board, including as chair, at the earliest after another two years have passed.
Additionally, two alternates are elected to the Board at the annual general assembly so that one alternate is elected each year for a two-year term. An alternate may be re-elected for up to two additional terms.
During board meetings, alternates may participate in discussions but do not have the right to vote.
In the event of a member's resignation from the Board, the longest-serving alternate will join the Board until the following annual general assembly at which a new member must be elected for the remainder of the term of the resigned member.
(3) Except for the chair, the Board itself elects its vice-chair as well as any members responsible for other tasks. The vice-chair is elected by the Board for one year at a time at the first board meeting after the general assembly. Re-election may take place.
(4) The Board forms a quorum when either the chair or the vice-chair plus three members or five members without the chair and the vice-chair are present at a convened board meeting. Board resolutions are adopted by a simple majority of votes. In the event of an equality of votes, the chair has the casting vote. If the chair is not present, the vice-chair has the casting vote. The Board draws up its own rules of procedure. Minutes must be made of the meetings of the Board. The minutes must be approved by the board members at the subsequent meeting and kept at the premises of the Society.
(5) The Society is legally bound by the joint signatures of either the chair or the vice-chair plus one more board member or by the joint signatures of three board members.
The Board may grant power of procuration and power of attorney to a bank and the like – either individually or collectively.
The Board hires the staff of the Society's secretariat.
(6) The persons elected as chair and vice-chair of the Danish Composers' Society, respectively, may choose to refer to themselves and be addressed by a gender-specific designation such as chairwoman or chairman of the Danish Composers' Society or vice-chairwoman or vice-chairman of the Danish Composers' Society.
§8.
Financial statements showing the income and their application must be presented in accordance with the legislative requirements for the financial statements of associations and collective management organisations.
The general assembly must appoint an accountant who is not a member of the Society to audit its financial statements. Moreover, the financial statements must be audited in accordance with the Koda auditing instruction in force from time to time.
The auditor appointed at the general assembly may be reappointed.
§9.
A. The general assembly is the Society’s ultimate authority.
B. The annual general assembly must be held each year before the end of May and deal with the following agenda:
1. Election of a chair of the meeting.
2. The Board's report of the preceding year in the Society.
3. Presentation of financial statements for the preceding financial year for adoption.
4. Fixing of the membership fee for the upcoming financial year.
5. Proposals received from the Board and/or from members:
a) The Board’ proposal on the general policy regarding the use of un-distributable funds.
b) The Board’ proposal regarding un-distributable funds from Copydan Arkiv related to the financial year in question.
c) Names of candidates for the posts for which elections are to be held.
d) Other proposals submitted by the Board and/or members.
6. Election of
a) chair (in election years)
b) board members
c) alternates
7. Election of members for the Distribution Committee, see Article 15 (in election years).
8. Appointment of an auditor.
9. Any other business.
C. An extraordinary general assembly must be convened when demanded either by a majority of the board members, by the chair, by the auditor or by no less than one-third of the Society's active members by means of a written request in this respect to the Board. An extraordinary general assembly so requested must then be arranged by the Board to be held in Copenhagen no earlier than four and no later than six weeks after receipt of the request.
D. Only members are allowed at a general assembly – but the chair of the meeting may be elected from outside of the membership. Votes may not be cast by proxy. Only active members have a right to vote.
If just one voting member who is present requests it, or if the chair of the meeting decides this at the chair's own initiative, votes must be cast in writing and secretly.
All resolutions are adopted by a simple majority of votes amongst the voting members present unless otherwise provided in these Statutes.
§10.
All notices convening a general assembly must include the complete agenda of the general assembly, and voting must only be effected concerning items included on the agenda and concerning the proposals and names referred to in Article 9.B.5. The notice must be sent at a notice of at least 21 days. Any requests for further or amended items on the agenda, including proposals and/or names under Article 9.B.5, may be submitted to the person convening the general assembly, and provided that such proposals are received no later than 14 days before the general assembly, they must be included on a revised agenda which the person convening the general assembly must send to all originally invited no later than eight days before the general assembly.
Notice of a general assembly must be sent by ordinary or electronic mail to each individual member to the physical address or email address provided to the Society.
§11.
The Board is entitled to take any step it deems necessary or desirable to promote the individual members' specific or the entire Society's joint needs or interests, including instituting or carrying through legal proceedings concerning the copyright to musical works and any legal matters originating therefrom. The costs of the case will be paid out of the funds of the Society when the case was launched at the initiative of the Board.
Should the Board find itself obliged to entirely break off relations with one or more of the persons or institutions which are the purchasers of the member's works or copyrights, such a break-off will be binding on the members for six weeks after it has been brought to the attention of each of them by letter. However, the Board must convene a general assembly within two weeks of the commencement of this break-off, giving the usual notice. If the general assembly, by a two-thirds majority of the active members present vote in favour of the Board's decision to boycott, it will be binding on all members of the Society until the Board or a general assembly cancels it. If a member submits or sells a work to such a boycotted person or institution, the member in question may be excluded from the Society, see Article 12.
§12.
If, for example in cases as mentioned in Article 5(2), or in cases of behaviour contrary to the Statutes or applicable policies, see Article 3(6) and (7), respectively, the Board finds reason to propose the expulsion of a member from the Society, or if at least ten active members demand that such a step be taken, the proposal with reasons must be submitted to a general assembly. For adoption of the exclusion, at least two-thirds of the active members present must vote in favour.
If the exclusion is not expressly determined to last only for a specified period, it will apply permanently unless circumstances subsequently arise which justify the readmission of the member concerned. Such readmission may be proposed by any active member at a general assembly. A two-thirds majority is required for adoption.
§13.
Only the Society itself is liable for the Society's liabilities and only with the Society's assets.
§14.
The Danish Composers' Society is represented by its chair on Koda's board in accordance with Koda's articles of association.
The chair must ensure that the funds remitted to the Danish Composers' Society from Koda are calculated fairly and correctly and transferred to the Society.
§15.
The funds received by the Society from Koda must be allocated in accordance with the rules set out in Article 16, and in principle, this must be effected before the end of the year in which the funds were received.
The Distribution Committee mentioned in Article 16 consists of a total of seven members of which one member is appointed by the Society's Board from amongst the Society's sitting board members, four members are elected by the general assembly from amongst the active members of the Society, and two members are external to the Society and appointed by the Board.
The four members elected by the general assembly are elected for terms of four years at a time so that, every two years, two of the longest-serving members of the committee resign as from the date of the general assembly, and the general assembly then elects two new members for the committee. In the intervening year, the Board appoints one member of the Board to the committee for a two-year term. In addition, the Board appoints two external members, who are not members of the Danish Composers' Society, for a two-year term on the committee. The two external members must have good knowledge of but no direct affiliation with the Danish Composers' Society's work as described in the Society's objects in Article 1 above. Members of the committee who are elected by the general assembly may not be re-elected immediately after the end of their term, but after another four-year period, they are eligible for re-election. The board-appointed member of the committee and the two external members of the committee may be reappointed once for another two-year term. In the event of a vacancy, an alternate will join the Board until the following annual general assembly at which a new member must be elected for the remainder of the term of the resigned member.
The Distribution Committee elects its chair for one year at a time at the first Distribution Committee meeting after the general assembly. Re-election may take place. The Distribution Committee chair must be elected from amongst the members of the Distribution Committee who were elected by the general assembly.
The Distribution Committee may fulfil all or part of its tasks under Article 16 by setting up and delegating to subcommittees. The Distribution Committee has two permanent subcommittees:
– The grants committee which considers applications for work grants, travel grants and mentoring schemes;
and
– the production support committee which considers applications for commission fees and production costs.
The Distribution Committee elects the members of the two permanent subcommittees from amongst its members for one year at a time at the first Distribution Committee meeting after the general assembly. The two permanent subcommittees each consist of four members, of which one and only one member is the same for the two permanent committees, as the chair of the Distribution Committee is also the chair of the two permanent subcommittees. Out of the remaining three members of the two permanent subcommittees one member must be one of the external members of the Distribution Committee.
The Distribution Committee and the two permanent subcommittees must draw up rules of procedure. This must contain provisions about the following as a minimum:
– guidelines about the work and behaviour of the Distribution Committee and the two permanent subcommittees
– impartiality
– openness
– approval of rules of procedure and amendments of rules of procedure
Minutes must be taken of the meetings of the Distribution Committee and the two permanent subcommittees. The minutes must be approved by the committee members at the subsequent meeting and kept at the premises of the Danish Composers' Society.
The Distribution Committee forms a quorum when the committee chair and one external member plus two members are present at a convened meeting of the Distribution Committee. Resolutions of the Distribution Committee are adopted by a simple majority of votes. In the event of an equality of votes, the committee chair has the casting vote. The two permanent subcommittees form a quorum when all members of the permanent subcommittee in question are present at a convened meeting of the subcommittee. Resolutions of the two permanent subcommittees are adopted by a simple majority of votes. In the event of an equality of votes, the committee chair has the casting vote.
The use of funds is accounted for in separate accounts.
§16.
(1) The funds referred to in Article 15 are applied as follows:
The necessary expenses for the administration and other organisational activities of the Danish Composers' Society, as deemed necessary by the Society's Board, are paid first.
The distribution of the remaining funds is determined by the Distribution Committee under paragraphs (2) and (3) below.
(2) Distribution may be made to active members of the Danish Composers' Society and members of Koda for professional purposes in accordance with the rules for the distribution of cultural funds laid down from time to time by the Board of Koda.
(3) In addition, funds may be distributed to support initiatives that contribute to the dissemination of art music and sound art and related genres or support the artistic and/or professional activities of members of the Danish Composers' Society and members of Koda.
New paragraph (4) The Danish Composers' Society's membership fees must be applied for the good of the Society. This includes the possibility for the Board to pay assistance to members of the Danish Composers' Society in acute financial need as well as support for funeral expenses in the event of the death of members of the Danish Composers' Society.
The Danish Composers' Society's membership fees may also be used to partially cover the Society's administration.
The funds under paragraphs (2) and (3) must be distributed upon written application.
§17.
Amendments to the Statutes may only be made at a general assembly. Proposed amendments to the Statutes must be available for inspection at the Society's office and be sent out with the notice convening the assembly. For adoption, two-thirds of the active members present must vote in favour of the proposal.
§18.
If circumstances should favour the dissolution of the Society, a proposal to that effect must be submitted to a general assembly specially convened for that purpose. For a valid resolution on dissolution to be adopted, two-thirds of the active members of the Society must be present, and two-thirds of those present must vote in favour of the proposal. If two-thirds of the active members of the Society are not present but the proposal is adopted by two-thirds of the active members present, a new general assembly must be convened at 14 days' notice, which general assembly may, irrespective of the number of members present, adopt the proposal by the qualified majority of votes mentioned above.
The revised and applicable Statutes were adopted at the Annual General Assembly on 20 April 2022
