ARTICLES OF ASSOCIATION
Hans Christian Andersen Literature Committee
1 – NAME
The name of the association is Hans Christian Andersen Literature Committee
2 – REGISTRED OFFICE
2.1 The registered office of the association is situated in the Municipality of Copenhagen
3 – FOUNDATION, OBJECTIVE AND PRINCIPLES CONTINGENT FOR RECEIVING THE H.C. ANDERSEN LITERATURE AWARD
3.1 The founders of the association wish to pay tribute to H.C. Andersen as the greatest and most influential Danish writer of all times. The founders wish to applaud H.C. Andersen as a writer in the international world elite.
3.2 The purpose of the association is to pay tribute to and to generate attention to H.C. Andersen and his authorship. Furthermore, the objective of the association is to pay tribute to contemporary writers whose writing can be linked to H.C. Andersen through genre similarities and/or storytelling qualities, and who likewise as writers belong to the international world elite.
3.3 The purpose is to be accomplished by raising funds from sponsors. On the basis of these sponsorships, the association awards a prize every second year, typically in the month of October, or at the discretion of the association. This award is called the H.C. Andersen Literature Award. The award consists of a cash payment, a sculpture and a diploma. The prize is awarded to a writer who at the sole assessment of the association meets the standards as outlined in clause 3.2
3.4 It is a condition for receiving the H.C. Andersen Literature Award that the writer appointed by the association appears at the prize ceremony at the award date – a date which is further decided by the association’s board. The prize recipient must in connection with the publication of the person concerned being the prize recipient declare to accept participation in the ceremony related to the hand-over of the prize occurring over three (3) days in both Odense and Copenhagen and according to the event program established by the board. The prize recipient must also deliver a guest lecture at SDU Odense or another academic institution as so decided at the discretion of the board.
3.5 Until the end of May in the year of the prize hand-over, the association can appoint an alternative winner of the prize if the recipient of the prize at the discretionary assessment of the board is not expected to appear in person at the prize ceremony or if the recipient declares or by its actions shows that the recipient is not minded to appear at the ceremony.
3.6 Only at very special unforeseen challenges arisen in the period commencing in June of the year of the award, the association may at its sole discretion postpone the prize ceremony for up to six (6) months from the scheduled date. The association may only make such decision if events planned in connection with the prize ceremony can be cancelled without financial detriment to H.C. Andersen Literature Committee. If this is not possible the celebration planned will be carried through with amendments ultimately decided at the discretion of the association.
3.7 Irrespective of the cause, if the prize recipient does not appear at the prize ceremony and the association within its authority as permitted by these Articles of Association can not appoint an alternative prize recipient cf. clause 3.5, the recipient is entitled to the H.C. Andersen Literature Award and will be assumed as such on the website of the association etc., but the recipient is not entitled to the part of the award which is a cash payment. Entitlement to the cash payment presupposes that the recipient appears in person and participates in the ceremony program decided either by the association or between the association and the recipient celebrating H.C. Andersen and the H.C. Andersen Literature Award. In case the prize recipient fails to appear, the association will instead carry out an honorary seminar with various symposiums and events celebrating H.C. Andersen and the literature.
3.8 Within the purpose, the association may enter into collaboration agreements with public authorities. The association ensures that a proper celebrating event aimed at the public society etc. will take place when a writer is awarded with the prize.
4 – FUNDS
4.1 At the time of the foundation of the association, the funds of the association are DKK 5,000, which is bank balance.
4.2 The capital of the association shall be used in accordance with the purpose of the association. The Board of Directors decides exclusively, and as the only authorized body to dispose of the the association’s funds, how the means of the association is used in support of the purpose of the association.
4.3 The Board of Directors shall at all times strive to allocate financial resources to the consolidation of the association, in order for the association to be able to continue its usual activities.
4.4 The association may receive donations, but may also apply for donations.
4.5 There is no intention to raise large capital reserves and, therefore, each contributor is generally requested that the contribution can be spent on ongoing activities in connection with the awarding of prizes or specific projects to promote the purpose.
5 – MANAGEMENT
5.1 The association is managed by a Board of Directors consisting of 3 – 9 members. The Board of Directors, which is self-perpetuating, is the supreme authority of the association. The Board of Directors has exclusive and sole powers to act with binding effect for the association, including the disposal of the means of the association for the fulfilment of the purpose of the association.
5.2 At discretion of the Board of Directors, the Board of Directors may establish one or more standing committees, advisory boards, or the like which, according to instructions given by the Board of Directors and within the scope of the purpose, shall prepare drafts and conceptual framework for the further work of the association. Such standing committees are subordinate to the Board of Directors whom at any time may establish or dissolve a committee subject to the purpose of the association. The Board of Directors appoints and dismisses the members of a committee. The Board of Directors lays down the objective and the area of practice for any committee appointed. A committee appointed by the Board of Directors may only sign agreements or act with binding effect for the association if this is subject to prior written agreement with the Board of Directors.
6 – BOARD OF DIRECTORS
6.1 The first Board of Directors is elected by the founders. The Board of Directors appoints its Chairman and Deputy Chairman. The Board of Directors serves as the prize committee of the association.
6.2 Successor Board members shall be elected by the Board of Directors as elected from time to time, however a new Board member may only be elected if 2/3 of the Board of Directors appoints the person concerned.
6.3 A Board member is elected for a term of four years. A Board member may at any point in time resign from the Board of Directors. In the event that a Board member resigns prior to expiry of the term ended, the Board of Directors may decide whether to elect a new member. Members of the Board of Directors are eligible to re-election.
6.4 The Board of Directors is entitled to lay down its order of business, however, this must be approved and signed by at least 2/3 of the Board members to come into force.
6.5 Board meetings shall be held at least two times a year with a maximum of six months apart. The Chairman of the Board of Directors or two Board members may call for an extraordinary board meeting if considered necessary.
6.6 Members of the Board of Directors are under an obligation to attend Board meetings with the exception of lawful absence.
6.7 In the event that a member of the Board of Directors is unable to be physically present at a Board meeting, a Board member may attend the meeting electronically through skype, telecom or the like.
6.8 Notice of a meeting shall be in writing indicating the date of the meeting no later than 14 days prior to the date of the meeting. In extraordinary cases, a Board meeting may be noticed by telephone at day’s notice if necessary. The notice of a meeting shall be forwarded together with an agenda for the Board meeting unless deemed unnecessary by the Chairman due to extraordinary nature of the notice.
6.9 The agenda for the calendar year’s first Board meeting must as a minimum comprise the following items:
- A financial review of the previous year, if necessary by the auditor of the association, and the financial position of the association.
- Annual report of the previous year’s work in the association
- Nomination of candidates and election to the Board of Directors
- Fulfilment of strategic objectives and, if relevant, establishment of new strategic objectives for the coming years.
If relevant, appointment of auditors for the year to come
6.10 The agenda for the calendar year’s last Board meeting must as a minimum comprise the following items:
- Accounting expectations for the year to come, if necessary by the auditor of the association, and the financial position of the association.
- Annual report of the previous year’s work in the association.
- Nomination of candidates and election to the Board of Directors
Fulfilment of strategic objectives and, if relevant, establishment of new strategic objectives for the coming years.
6.11 The Board meetings are presided by the Chairman of the association or by a chairman appointed by the Board of Directors.
6.12 Resolutions and proceedings at the Board meeting are recorded in a minutes book to be signed by the Chairman and the keeper of the minutes of the meeting.
6.13 The directorship is unpaid unless otherwise decided by the Board of Directors. Any Directors’ fees must be reasonable and shall always be subject to the administrative practice and purpose of the association, in particular including the awarding of prizes and consolidation of the association, and stipulated in accordance with what applies for international associations of similar nature.
6.14 The Board of Directors attends to the interests of the association externally and internally and is responsible for the operations of the association and that the association executes the objectives.
7 – RESOLUTIONS OF THE BOARD OF DIRECTORS
7.1 For passing a resolution, the presence of at least half of all members of the Board of Directors is required.
7.2 Except as otherwise set forth herein, all decisions shall be made by a simple majority of votes. In the event of parity vote, the Chairman of the Board of Directors shall have the casting vote.
7.3 Resolution to amend the articles of associations may only be passed if 2/3 of Board members’ votes are in favor of the proposal.
7.4 Dissolution of the association, including liquidation, is decided pursuant to clause 15.
7.5 If the Board of Directors fails to meet its financial obligations as they fall due, the association shall be dissolved unless such insolvency is temporary.
8 – COMMITTEES
8.1 The Board of Directors serves as the prize committee of the association.
8.1.1 The prize committee is responsible for the awarding of the H.C. Andersen Literature Award, as stated in clause 3.3, in particular in the selection of writers who is subject for nomination.
8.1.2 The prize committee appoints an academic committee which shall be composed of five literature scholars employed at the University of Southern Denmark. Among these five members, the Chairman for the Committee will be elected. The members of the academic committee are elected for a term of four years. The members are eligible for re-election.
8.1.3 The academic committee is charged with nominating 3-5 writers to the prize committee no later than eighteen (18) months before a H.C. Andersen literature prize is handed out. The writer must meet all criteria defined in clause 3. Such nomination must be submitted in writing and must include motivation and an order of priority of the nominees.
8.1.4 All nominations are strictly confidential for all people other than the members of the prize committee and the academic committee. The nominees may not be informed of their nomination.
8.2 The Board of Directors is entitled to appoint additional committees pursuant to clause 5.2.
9 – USE OF FUNDS
9.1 The Board of Directors decides how the financial means will be used pursuant to the purpose and after deliberations with the committees of the association including the prize committee.
10 – EMPLOYEES
10.1 The Board of Directors is responsible for the daily and overall operations of the association
10.2 As a starting point, the association shall not have any employees; however the Board of Directors is entitled to assign persons to assist the association on the terms which are best suited for the association.
10.3 The Board of Directors may decide at its own discretion to engage assistance on project-like terms in connection with events.
10.4 The Board of Directors determines the remuneration policy of the association.
11 – POWER TO BIND
11.1 The association is bound by the signature of the Chairman or the Deputy Chairman and a member of the Board of Directors.
12 – LIABILITIES
12.1 The association is solely liable for its assets.
12.2 The association is liable for the duties undertaken by the Board of Directors pursuant to the articles of association.
12.3 The members of the Board of Directors or others appointed by the Board of Directors shall not be held personally liable in connection with duties performed in the interest of the association, including with regards to the obligations which the association undertakes.
12.4 Directors’ liability insurance is taken out on standard terms.
13 – ACCOUNTING
13.1 The accounting year of the association is the calendar year. The initial accounting year runs from the foundation of the association until 31 December 2016.
13.2 The Board of Directors is responsible for the budgets and accounts of the association. The Board of Directors retains accounting advice as needed.
14 – AUDIT
14.1 The Board of Directors may decide that the accounts of the association shall be audited. If so, clause 14.2 applies.
14.2 Accounting which is prepared in accordance with sound accounting policies is audited by an auditor appointed by the Board of Directors. The auditor shall at any time be able to report in accordance with specific requirements for auditing and reporting, which the association may be subject to as a result of receiving donations etc. Auditor shall upon request provide documentary evidence proving that the auditor meets the requirements placed on the auditor.
14.3 The Board of Directors shall draft an annual statement in connection with its accounts.
15 – DISSOLUTION
15.1 Dissolution of the association, which at least 2/3 of all Board members must vote in favour of, shall be decided on two Board meetings which must follow each other with a minimum of one month in between the meetings.
As adopted at the founding General Meeting on 18 May 2016 and as further amended at the board meeting dated 29 January 2018: