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Name and founder
§1
The name of the foundation is Den Selvejende Institution Siu Tsiu.
The foundation is founded by Ib Michael Rasmussen and Knud Foldschack.
Place of domicile
§2
The foundation’s domicile is Kommuneqarfik Sermersooq
Purpose of the foundation
§3
The purpose of the Foundation is to work for the dissemination of Social Economy Enterprises in Greenland, as well as the dissemination of knowledge of Social Economy Enterprises in Greenland. This can be done in any way that the Board of Directors deems appropriate, including but not limited to
Information work regarding Social Economy Enterprises
Establishment and operation of Social Economy Enterprises in whole or in part, possibly through subsidiaries
Counselling regarding Social Economy Enterprises
Providing loans to and guarantees for Social Economy Enterprises
The Foundation may emphasise that social economy enterprises in Greenland are anchored in Greenland and may also consider whether a social economy enterprise contributes to the promotion and dissemination of Greenlandic culture in a broad sense.
The Foundation may operate any type of social-economic enterprise that the Board of Directors deems will serve the purpose.
Likewise, the Foundation may enter into cooperation with others, both authorities and civil society organisations as well as other businesses, including both social economy businesses and non-social economy businesses.
The purpose of the Foundation is non-profit/charitable.
The foundation is a self-governing institution under the supervision of Kommuneqarfik Sermersooq. The foundation is therefore exempt from the Danish Business Fund Act.
In order to promote the purpose, the foundation may make investments or other transactions of any kind, subject only to any appropriate authorisation from the supervisory authorities. The Fund may also establish companies wholly or partly owned by the Fund for the operation of the Fund’s projects. Likewise, the Foundation may acquire real estate.
The Foundation will be participatory by involving the users in the development of the Foundation’s activities, e.g. through at least one annual event with the users.
The Foundation will be responsible by continuously focusing on ensuring that operations, both economically, socially and environmentally, will take place on a sustainable basis.
Distribution
§4
The Board of Directors decides and is responsible for the Foundation’s distributions.
From the profit for the year and from free reserves according to the Foundation’s latest annual report, the Foundation may support activities and organisational initiatives, just as the Foundation may support individuals and/or legal persons who directly or indirectly work for the purpose. The Foundation’s funds may only be used to fulfil the Foundation’s purpose and may not be used by individuals for private purposes.
The Foundation may support its own as well as existing activities of any kind in accordance with the purpose clause.
The Foundation may make distributions under its own auspices in order to fulfil the purpose of the Foundation. No distributions may be made to the founder, board of directors, etc.
The Board of Directors
§5
The management of the Foundation is handled by a board of directors consisting of 5-7 members, who are elected/appointed on the basis that the board of directors together must possess the following competences:
§6
The board is appointed for 2 years at a time from 1 January to 31 December. The board is divided so that some are up for election in odd years and the rest in even years to ensure continuity in the board work. The first board draws lots to determine who is elected for two years and who is elected for three years.
If the board has not elected or taken the necessary initiatives to appoint new board members by the end of December, the existing board members will continue for a two-year period.
If board members resign, new board members must be appointed by the majority of the board without undue delay so that the board always consists of at least 5 members.
Re-election/re-appointment may take place. However, reappointment may be made a maximum of four times.
§7
The Board of Directors constitutes itself with a chairman and possibly a vice-chairman. This must take place at the first board meeting at which the board constitutes a quorum after 1 January of the year in which the board is elected/appointed in accordance with § 5.
§8
The Board of Directors shall meet as often as a member or auditor so requests, but at least 4 times a year. The chairman convenes a meeting of the board of directors.
The meeting is convened in writing with at least 14 days’ notice.
The Board of Directors constitutes a quorum when the majority of voting members are present, cf. however, the rules regarding significant decisions in § 17 and amendment of the Articles of Association and dissolution of the Foundation in § 18.
If the deadline for convening a meeting with 14 days’ notice cannot be met due to special circumstances, the board will always have a quorum when all members are present and agree to the meeting being held.
Board meetings can be held electronically, e.g. as telephone meetings or using video conferencing etc.
Minutes are kept in which all decisions made by the board are recorded. The minutes are signed by the board members present at the next meeting at the latest.
Members who were not present at the meeting sign that they have read the minutes.
A member who does not agree with the board’s decision has the right to have his or her opinion added to the minutes.
§9
Decisions of the Board of Directors shall be decided by simple majority, cf. however, the rules regarding late convening in § 8, important decisions in § 17 and amendment of the Articles of Association and dissolution of the Foundation in § 18.
In the event of a tie, the chairman’s vote is decisive.
§10
The Board of Directors supervises the operation of the Foundation, and the Board of Directors is responsible for ensuring that the Foundation is operated in accordance with the legislation in force from time to time, the objects of the Foundation and agreements entered into, including agreements with contributors.
The Board of Directors supervises and is responsible for ensuring that the Foundation’s financial and administrative affairs are handled in accordance with the Foundation’s objects and the rules that apply to the Foundation’s management and operation at any given time.
The Board of Directors shall otherwise determine its own rules of procedure.
Advisory Board
§11
The Board of Directors may decide to establish an Advisory Board of at least 7 members.
If an Advisory Board is established, the Board of Directors shall convene a meeting at least once a year and organise a discussion of the Foundation’s activities, development and strategy.
Director
§12
The Board of Directors may appoint/employ a Managing Director who is responsible for the day-to-day management and operation of the Foundation. If the Board of Directors appoints a director, the director shall hire and dismiss the other staff.
The CEO shall co-operate with the Board of Directors to achieve the purpose of the Foundation and to ensure that the Foundation is operated in accordance with the legislation in force at any given time.
The CEO liaises between the Board of Directors and the Foundation’s daily activities.
The CEO is responsible for the day-to-day management and operation of the Foundation, including contact with the supervisory authority, other authorities and business partners.
The CEO is secretary to the Board of Directors and attends Board meetings as an advisor without voting rights. However, the Board of Directors may decide that in special cases the CEO should not be present during the discussion of an item on the agenda.
Accounting and budget
§13
The Foundation’s accounts follow the calendar year.
The foundation’s first financial year is from 1 October 2019 to 31 December 2020.
The audited accounts for the previous year shall be presented before 1 May each year.
The Board of Directors shall ensure that accurate accounts are kept showing operating, capital and start-up expenses as well as changes in assets.
The accounts signed by the Board of Directors shall be forwarded to the supervisory authority for information as long as the Foundation is subject to supervision.
The accounts, which must be prepared in accordance with legislation, shall be audited by a state-authorised or registered auditor appointed by the Board of Directors.
Once a year, an annual accounts meeting is held in which the auditor participates and the annual accounts are approved.
The Board of Directors shall ensure that a budget is prepared for the Foundation’s operations.
Authorisation to sign
§14
The Foundation shall be authorised by the Chairman of the Board of Directors and the CEO jointly, or by the CEO and 2 members of the Board of Directors jointly. Furthermore, the Foundation may be signed by 3 members of the Board of Directors jointly. In addition, the Foundation may be authorised by the entire Board of Directors.
The Foundation may delegate its authorisation to sign for specific transactions to the CEO in accordance with the decision protocol (procuration).
Financial transactions and liability
§15
The Foundation’s funds may only be utilised in accordance with the Foundation’s objects clause, after deduction of reasonable reserves for consolidation.
It is the responsibility of the Board of Directors of the Foundation to utilise the income (profit) for the year less reasonable provisions for consolidation of the Foundation’s assets and provisions for third-party liabilities.
The Foundation is solely liable with its capital for all debts incurred by the Foundation.
The Foundation’s cash holdings shall, as far as possible, be deposited in a bank account in the name of the Foundation. A small cash balance may, at the discretion of the Board of Directors, be kept for use for minor current acquisitions.
The Board of Directors of the Foundation is not obliged to invest the Foundation’s funds in a trust institution, but may appoint an administrator who is responsible for the investment and administration of the Foundation’s finances in general on the basis of a decision by the Board of Directors, or the Board of Directors may decide on the investment of the Foundation’s funds.
It is the responsibility of the Board of Directors to ensure that the Foundation always complies with the terms and guidelines that may be imposed by grantors, in operating agreements, partnership agreements, public approvals, etc. in relation to the utilisation of surpluses and any approval of significant decisions.
§16
Only the Foundation’s fonnue is liable for the Foundation’s obligations. Clauses on gifts to the Foundation must be respected.
Significant decisions
§17
Significant decisions concerning the Foundation, including the purchase, sale and mortgaging of real estate as well as the conclusion and cancellation of leases, shall be made by the Board of Directors by a 4/5 majority.
In the case of major financial transactions, the Board of Directors must pay particular attention to whether there is special legislation to be observed. Or if there are conditions imposed by subsidisers or others that must be complied with. Including whether the supervisory authority must approve the decision.
Amendment and dissolution
§18
Amendments to these Articles of Association and a resolution to dissolve the Foundation may be adopted by a 4/5 majority of the Board of Directors at two consecutive meetings at least 14 days and no more than two months apart. Any decision pursuant to this article shall be in accordance with applicable legislation.
In the event of the dissolution of the Foundation, its net assets, if any, shall, upon proposal by the Board of Directors, be used for purposes related to the purposes mentioned in Article 3.
At the time of its establishment, the Foundation’s share capital amounted to DKK 10,000 paid in cash by Fonden Billetsam.
Amendments to the articles of association and dissolution must be approved by the supervisory authority in accordance with applicable rules.