Articles of Association  for ViNordic

The Association of the Veterinary Pharmaceutical Industry in Denmark, Finland, Island, Norway and Sweden

 

Name, domicile and objective

Article 1.
The name of the Association shall be ViNordic.

Article 2.
The Association’s domicile shall be Copenhagen.

Article 3.
The purpose of the Association shall be to serve members’ interests in the veterinary field in Denmark, Finland, Island, Norway and Sweden.

In order to develop the Nordic organization, which has been initiated from January 1, 2018, the association can differentiate the services provided to companies and countries. The association can base its business and activities on information obtained from members in each country.

Membership

Article 4.1.
Companies located in Norway, Denmark, Sweden, Finland and/or Island that manufacture or are sole agencies for marketing of veterinary pharmaceutical products approved by the European Commission or by regulatory authorities in Norway, Denmark, Sweden, Finland and/or Island may become members of ViNordic. Companies consisting of more than one entity, e.g. subsidiary companies, branches etc. under the same corporate company can only have one membership of the Association. It shall be a precondition for membership that the member concerned shall not be involved otherwise in activities that conflict with the interests of the industry that the Association serves to protect.

Article 4.2.
Any member of the Association shall on request make basic documentation on the turnover of registered veterinary pharmaceutical products available to ViNordic with the purpose to prepare industry statistics in accordance with the guidelines laid down by the general assembly and shall report its total turnover from registered veterinary pharmaceutical products and veterinary pharmaceutical products sold on dispensation in Denmark, Finland, Island, Norway and/or Sweden to the Association once a year, in order for the member’s cost-based membership fee to be calculated in accordance with Art. 5.1. The general assembly may determine that such information shall be endorsed by the member company’s auditor.

Article 4.3.
Members of the association are obliged to comply with the decisions of the Marketing Board, established by ViNordic with the purpose of handling complaints concerning AnimalHealthEuropes Code of Good Practice for the Animal Health Industry and the medicines legislation on advertising in the country concerned. Companies that are not members of the association, but have joined ViNordics self-regulation regime are also committed to comply with Marketing Board rulings.

The Board may set a date for the entry into force of the Marketing Board’s competence in Finland, Island, Norway and Sweden.

Article 4.4.
Application for membership of the Association shall be submitted in writing to the Association’s secretariat and shall be considered at the next general assembly, member meeting or by the secretariat’s writing to all members.

Article 4.5.
At least three months’ notice shall be given of resignation from the Association, for expiry at the end of a calendar year.

Article 4.6.
A member may be excluded if it no longer meets the conditions for membership, opposes the Associations work, damages its reputation or undertakes actions that conflict with the general interests of the members’ industry and if a member fails to comply with an order imposed by the marketing board established by the association.

Proposal for the exclusion of a member company may be made by the Board or by 1/4 of voting members. A decision thereon shall require a majority at the general assembly attended by at least 2/3 of the Association’s voting members. The member concerned shall be fully entitled to explain its points of view to the general assembly.

Article 4.7.
The Association can participate as member of international Associations and cooperations within the purpose of the Association layed down in Article 3.

Entrance and membership fee

Article 5.1.
An entrance fee determined by the general assembly shall be payable by a new member. Members shall further pay an annual basic membership fee set by the general assembly and a turnover-based supplementary membership fee. Endeavours shall be made when setting budgets to ensure that the Association’s funds always cover its operating costs.

The annual basic fee shall be determined as members’ equal shares of 45% of the budgeted expenditure for the year concerned, although at least DKK 20,000 per member.

The turnover-based supplementary membership fee shall be calculated as members’ proportionate share of the amount by which budgeted expenses for the financial year concerned exceed total basic fees. The proportionate share shall be determined on the basis of the member’s total turnover in Denmark, Finland, Island, Norway and Sweden from registered veterinary pharmaceutical products and veterinary pharmaceutical products sold on dispensation.

With ten member companies and a budget of DKK 2.4 million, a membership fee cannot exceed DKK 408,000. Maximum membership fees may rise (or fall) as a result of changes in the number of members and by approving budgets higher or lower than DKK 2.4 million.

Article 5.2.
When becoming member of the association during a calendar year, a proportionate share of the membership fee shall be payable, calculated from the date of membership to the end of the calendar year.

Article 5.3.
An amount on account corresponding to 75% of the members’ total membership fee for the preceding year shall be payable on 15. January. Any changes in calculating membership fees shall be determined by the general assembly. Unpaid membership fees, including amounts due from adjusting the rates for fees determined on the basis of the companies actual turnover during the preceding calendar year shall be payable one month after the general assembly.

Article 5.4.
If membership fees are not paid on time, a fee of DKK 1,000 shall be charged for each unpaid calendar month or part thereof after the due date.

A member company that does not pay its membership fees by the due date, despite reminder, shall be deleted as a member without further notice if the membership fee is not paid within 30 days of receipt of the reminder.

Exclusion or deletion because of unpaid membership fees shall not provide exemption from payment of fees for the financial year in which exclusion for non-payment occurs.

Article 5.5.
The Board may require an auditor’s endorsement of the basis on which a member’s turnover-based membership fees are calculated.

General assemblies and member meetings

Article 6.1.
The general assembly is the highest authority of the Association. Each member shall have one vote at the general assembly. A member that has unpaid fees shall however not be entitled to vote.

Article 6.2.
The annual general assembly shall be held every year before the end of April with the following agenda:

  1. Election of Chair
  2. The Board’s report on the Association’s activities in the preceding year.
  3. Presentation of the audited financial statements.
  4. Determination of entrance fee.
  5. Election of president
  6. Election of the Board and one or more substitutes
  7. Election of auditor and auditor substitute.
  8. Election of membercompany representatives of ViNordic marketing boards. Representatives from companies located in Finland, Island, Norway and Sweden are eligible when the competence of the marketig board has come into force in the country.
  9. Consideration of submitted proposals for resolution.
  10. Any other business.

Proposals for resolutions to be considered at the annual general assembly shall be submitted to the Association so that they can be circulated to members at least 14 days before the general assembly.

An extraordinary general assembly can be called with at least 14 days notice as decided by the Board or following a written request by at least 1/3 of voting members, stating the agenda and the proposals it is wished to be considered.

Article 6.3.

The general assembly shall decide by simple majority except from amendments to the Association’s Articles of Association as well as any proposal to dissolve the Association, which shall only be adopted by a general assembly at which at least 3/4 of voting members are represented and at least 2/3 of these shall have voted for the proposal. If such amendments or proposals are adopted with 2/3 of the votes cast, but 3/4 of voting members are not represented, a new general assembly shall be called with at least eight days’ notice at which the decision to implement the proposed amendments to the Articles of Association or to dissolve the Association respectively, can then be adopted by a 2/3’s majority of the votes cast, regardless of the number of members present.

Article 6.4.
Voting at the general assembly shall be in writing if requested by a single member. Proxy voting shall not be permissible.

Article 6.5.
Members shall be given at least three weeks’ written notice of the annual general assembly.

Article 6.6.
The decisions of the general assembly shall be minuted. The minutes shall be signed by the chair and extracts thereof shall be circulated to all members.

Article 6.7.
A plan and budget meeting shall be held annually in November with the following fixed items on the agenda:

  1. a) Report on the Association’s policies, targets and strategic plan for the coming calendar year.
  2. b) Submission of the budget for the coming calendar year.
  3. c) Status – Committee´s plans/targets for next year.
  4. d) Proposals received.
  5. e) Any other business.

 

At least four weeks’ notice shall be given of this member meeting.

Documentation for the meeting, (plans, budgets, etc.) shall be circulated at least two weeks before the meeting.

Member meetings can otherwise be called at the discretion of the Board.

Proposals for resolutions to be considered at the planning and budget meeting shall be submitted to the secretariat so that they can be circulated to members at least 14 days before the meeting.

Decisions at member meetings shall be by simple majority. Voting shall be done as set forth in Art. 6.4.

The proceedings of member meetings shall be minuted and extracts circulated as set forth in Art. 6.6.

President, board and marketing board

Article 7.1.
The Association shall be directed to by a Board of three members elected by the general assembly and a president elected by the general assembly.

Each member of the Board and its president shall either:

  • Be a member of the top management of a member company and shall be an executive with responsibility for budgets for the company’s veterinary department, or
  • Be nominated in writing by the persons authorized to sign for the member company to represent the company in ViNordic. The person concerned must be at the top management level of the company veterinary department in Denmark, Finland, Island, Norway or Sweden.

A member company can only have a single seat on the Board.

Article 7.2.
The president of the Association shall also be the chair of the Board that shall otherwise be constituted with a vice chair for twelve months at a time; the Board may be reconstituted.

Decisions by the Board shall be made by simple majority. Decisions can only be made provided that the president or vice chair and two Board members are present.

The Board shall be authorised, on behalf of ViNordic, to permit the Association to become member of Chambers of Commerce in Denmark, Finland, Island, Norway and/or Sweden.

Article 7.3.
When calling a general assembly, the Board may also make proposals for the choice of Board members and substitutes and the president of the Association. The Board may propose more candidates than the number of board members standing for election.

Article 7.4.
The Association’s members may propose other candidates to the Board and candidates for president. If it is wished that all the Association’s members are informed about a member’s proposal for one or more candidates, notice of the candidate(s) standing for election shall have been received by the Board within 14 days of the general assembly at the latest, and seven days for an extraordinary general assembly, and the Board shall then notify members of the candidature as soon as possible.

Article 7.5.
In the event of a vacancy on the Board, the Board’s substitute shall act in the absence of the Board member. In instances where a Board member is absent from the Board for a lengthy period, the substitute shall act for the remainder of the term for which the absent member was elected.

If the president stands down before expiry of the electoral term, the Association shall be directed by the three Board members until election of a new president at the next annual general assembly.

Article 7.6.
The Board shall itself draw up its order of business and it shall keep minutes of proceedings. Minutes of Board meetings shall be made available to the associations members via ViNordics website.

Article 7.7.
The Board may establish committee´s consisting of members appointed from within or outside the Board’s membership for special tasks. The Board shall appoint a chair for the committee. The Board shall be represented on all permanent committees with observer status or otherwise.

The Board may appoint a director to undertake the Association’s day-to-day management. The Board shall determine the terms and conditions of employment on the basis of a budget approved by the general meeting.

If a director shall not have been appointed, the Association’s secretariat shall be directed by a Head of Office.

Article 7.8.
Proposals for member representatives for the Marketing Board (cf. Art. 4.3 of the Articles of Association) in accordance with the Marketing Board’s statutes shall be made in writing and predicate that any candidate is agreeable thereto. Notice of candidature shall have been received by the Board 14 days at the latest before the annual general assembly.

Signatory and liability

Article 8.
The Association shall be bound in respect of third parties by the signatures of the Association’s president or vice chair of the Board and a Board member. No member companies shall be liable for any of the Association’s obligations.

Accounts

Article 9.
The accounting year shall be the calendar year. The accounts shall be audited by an auditor elected by the general assembly.

Dissolution of the Association

Article 10.
In the event of the Association’s dissolution, any net funds held by the Association after meeting all commitments shall go for charitable purposes.

Governing law, venue and arbitration

Article 11.
This Agree­ment shall be governed in all respects by the laws of Denmark, without giving effect to any choice of laws principles.

All conflicts relating to these Articles of Association must be solved by negotiation.

Without a solution based on negotiations, all disputes arising out of or in connection with the Articles of Association shall be finally settled under the Rules of The Danish Institute of Arbitration, Kronprinsessegade 28, 3rd Floor, 1306 Copenhagen K, Denmark, by one or more arbitrators appointed in accordance with the said Rules.

The Institute of Arbitration shall have the ex­clu­sive jurisdiction both in cases initiated by the Association in cases initiated by members against the Association, regardless of whether the Member according to Danish or foreign law and regulations is subject to another jurisdiction.

Article 12.
Adopted at the Association’s extraordinary general assembly on 29. November 2017.