opdated 27. April 2011
The name of the organisation is CfL Center for Ledelse or CfL.
The organisation also carries on business under the following secondary names:
CfL’s registered office is in Copenhagen. CfL is a self-governing business association.
Center for Ledelse has been established with the object of focusing on leadership excellence, developing methods and tools, and facilitating dialogue between enterprises. The premise is that leadership is the one single factor with the greatest influence on value creation and competitiveness.
CfL thus serves as a clubhouse for managers committed to leadership development based on best practice. The mission remains to strengthen the competitiveness of enterprises through leadership excellence.
CfL’s core is a resourceful professional leadership environment, consisting of specialists in a wide range of management disciplines. Around CfL are a number of Danish public and private enterprises engaged in peer learning through CfL.
CfL shall ensure that it always offers an effective suite of development resources and promotes good relations between business leaders and the media so as to exert the positive influence necessary for placing key leadership excellence topics on the agenda.
The development resources consist of data from member organisations, interaction with leading researchers in the field, and professional interpretation by CfL’s own specialists. The clubhouse activities that stimulate dialogue on development are exclusively and freely available to all of the managers and HR professionals of member organisations.
CfL defines approx. 6-8 leadership topics annually.
CfL is independent and self-governing but has a number of commercial business models to finance its development activities and secure sufficient equity. The results of CfL development activities are continuously integrated into our tools, consulting, networks and courses.
The commercial business models currently consist of courses, networks and management consulting, as well as a well-developed suite of tools, which we increasingly also employ in skill building services to business advisers.
CfL’s primary target group is leaders at all levels in public and private enterprises based, or operating, in Denmark.
The target group also includes anyone who, through research, education, or practical management, is involved in management.
CfL strives to ensure it has a circle of members representing all sectors, all regions of Denmark and both the public and private sectors.
Private and public enterprises, organisations, institutions and similar are eligible for CfL membership.
Members are admitted subject to the approval of the Board, whose decisions are final and non-appealable.
Membership ceases upon de-registration from CfL, which can only be done by notifying CfL in writing with six months’ notice until the end of a calendar year.
The Board may, on the recommendation of the Executive Management, unanimously decide to exclude a member.
The requisite funds for CfL development activities are raised through membership fees and CfL’s commercial activities.
The membership fee is determined each year by the Board in connection with adoption of the budget for the coming year.
The Annual General Meeting (AGM) is CfL’s supreme authority.
The AGM shall be held in Copenhagen before the end of each April.
A written notification stating the meeting agenda shall be prepared by the Board, with at least four weeks’ notice given to each member.
No later than eight days before the AGM, CfL’s audited annual report and any proposals to be put forward at the AGM shall be sent to each member.
The agenda for the AGM shall include the following items, the order of which shall be decided by the Board in connection with the convening of the AGM:
The Chairperson presides over the AGM and decides the manner in which all matters are deliberated and voted upon.
Proposals to be heard at an AGM shall be submitted to CfL no later than three weeks before the AGM is held in the year in question.
An Extraordinary General Meeting is held when the Board or auditor deems it necessary, or when at least 1/5 of the members so request in writing.
In the same way as for an AGM, an Extraordinary General Meeting shall be convened within 14 days of receipt of the request.
The Board may decide that, in addition to physical attendance at the AGM, access may be granted for members to participate electronically, including voting electronically without being physically present at the AGM, such that a partially electronic AGM is held.
Each member has one vote at the AGM. The matters discussed at the AGM shall be decided by a majority of votes; cf., however, Article 17.
Voting may be by written proxy to the Board or to another member participating in the AGM. However, one member may represent a maximum of 9 non-attending members by proxy.
Minutes of the proceedings of the AGM shall be recorded, and signed by the Chairperson.
CfL is governed by a Board of Directors consisting of 7-10 members elected by the AGM, for a two-year term.
The Board shall adopt its own rules of procedure.
The Board shall appoint an Executive Management consisting of 1-3 members placed in charge of the day-to-day operation of CfL in accordance with the policies and instructions laid down by the Board.
The Executive Management may attend Board meetings and AGMs without voting rights. Members may be re-elected to the Board. However, no one can serve on the Board for more than eight years.
The Board elects a Chairperson and 1-2 Deputy Chairperson(s).
The Board shall consist of executives from the CfL member organisations, and shall be composed according to the following criteria:
In the case of private and public enterprises, the election of CEOs and Executive Managers is desirable, while for universities, colleges and similar educational institutions, the election of professors or equivalent representing a discipline of relevance to CfL’s objects is desirable; cf. Article 2.
In the event of a resignation from the Board, the Board may find its own replacement member until the next AGM. If the number of Board members falls below 7, the Board shall find its own replacement members.
The Board shall hold meetings as required and as convened by the Chairperson, or when at least three members of the Board submit a written proposal to this effect, or if the Executive Management so requests. Board meetings are chaired by the Chairperson or, in the event of their resignation, by one of the Deputy Chairpersons. The Board has a quorum when at least half of the members of the Board, including the Chairperson or one of the Deputy Chairpersons, are present.
All resolutions shall be adopted by a simple majority of votes. In the event of a parity of votes, the Chairperson or, in their absence, one of the Deputy Chairpersons, holds the casting vote. In a parity of votes where two Deputy Chairpersons each have their own opinion, no resolution can be passed.
The Board records minutes of the decisions made at Board meetings.
Members of the Board shall observe a customary duty of confidentiality with regard to matters that come to their knowledge in their capacity as Board members.
CfL is bound by the signatures of the entire Board or by the joint signatures of the Board Chairperson, one of the Deputy Chairpersons and a Director.
The Board may grant powers of procuration.
CfL shall be solely liable for its obligations at any given time. None of CfL’s founders or members hold a share in, or claim to, CfL’s assets, nor are they liable for CfL’s debts.
Every year, the Board reports on CfL’s capital, revenue and expenditure. The accounting year is the calendar year. The annual report shall be signed by the Executive Management and the Board members.
The annual report shall be audited by a chartered accountant elected by the AGM for one year at a time. The accounts shall be completed and audited so that they can be submitted to the Board for signing no later than the next 1 March following the end of the financial year.
The adoption of a resolution to amend CfL’s Articles of Association requires that at least 1/4 of all voting members vote in favour, and that the resolution is adopted by at least a 2/3 majority of the votes cast.
If the proposal is adopted by a 2/3 majority but without obtaining the approval of at least 1/4 of all the voting members, the Board shall convene a new Extraordinary General Meeting within 8 days, to be held no later than five weeks after the original Annual General Meeting. At the new Extraordinary General Meeting, the proposal can be adopted by a 2/3 majority of the votes cast, regardless of whether 1/4 of all the voting members have voted in favour. Unless revoked, proxies to attend the first general meeting are also valid at the second general meeting.
A resolution to merge CfL with other associations, foundations, companies or similar may be passed according to the same procedure as for amendments to the Articles of Association, even if this entails the discontinuation of CfL.
A resolution on the dissolution of CfL may be passed by an AGM in the same way as for amendments to the Articles of Association. However, 3/4 of the votes cast are required to pass a resolution.
In the event of dissolution, any assets and archives shall be used for objects advancing CfL’s objects and related business activities, and the assets can thus not be distributed to CfL’s members.
CfL’s last Board to hold office shall pass a final and binding resolution in this regard.
This is a translation of the original Danish CfL Articles of Association. In the event of any discrepancies, the wording of the Danish language version shall prevail.