Bylaws of the association Rogue Trader Copenhagen

Adopted at the inaugural general meeting on 15/8-2017

Adopted and revised at the general meeting on 17/9-2021

Adopted and revised at the general meeting on 25/04-2023

Name and Registered Address:

Rogue Trader København
Frederiksberg Municipality
Harsdorffsvej 8A, Basement
1874 Frederiksberg C

1) Purpose:

Clause 1: To promote knowledge of miniature and board games and to operate the association's premises.

Clause 2: The association is non-political and non-religious

2) Admission Conditions and Exclusion:

Clause 1: Any person who pays the prescribed membership fee and is willing to abide by these bylaws, adopted resolutions, and house rules, may become a member.

Clause 2: Non-members can participate in the association's activities for a trial period of two visits before becoming members. This does not include tournaments. Exceptions can be decided by the board for limited periods.

Clause 3: The board, with a written justification, may exclude a member from the association or an activity area if at least 3/4 of the board members vote in favor. Before making its decision, the board must hear the member if they attend the aforementioned meeting.

Clause 4: The exclusion must be communicated to the member in writing and can be appealed at the next general meeting. However, the member is excluded until this meeting, and there will be no refund of paid membership fees.

Clause 5: The board may issue a warning and sanction to a member at any board meeting for violating the bylaws, house rules, or adopted resolutions. Normally, the board will issue an oral warning for the first offense, followed by a written warning, and finally a last warning before proceeding to exclusion. However, the board may directly issue a written warning or exclusion if deemed appropriate. The board may add appropriate sanctions to any warning.

Clause 6: A member can only be admitted to the association if they are at least 18 years old.

3) Membership Fee:

Clause 1: Funds for the association's operation come from membership fees and activities. Additionally, grants can be sought from the municipality and other available funds and scholarships.

Clause 2: The membership fee is determined at the ordinary general meeting for one year in advance. The membership period runs from May 1st to April 30th. Membership fees are collected monthly. A month's membership fee covers from the first to the last day of the same month. If a member fails to pay their membership, the club has the right to remind them, including the imposition of any reminder fees according to applicable legislation and norms.

Clause 3: Resignation from the association must be done in writing to the board. Membership ceases immediately or when the membership period expires, according to the member's preference. There will be no refund of membership fees or any other form of compensation.

Clause 4: A member who has not paid their membership fee for a period of one consecutive quarter on the due date(s) is considered resigned and will be removed as a member.

4) Ordinary General Meeting:

Clause 1: An ordinary general meeting is held in April. The board is obliged to hold the ordinary general meeting within the given timeframe.

Clause 2: Notice of the general meeting shall be given in writing, via email, and on Facebook. The notice must include at least a preliminary agenda and instructions for submitting proposals (see clause 3). The notice must be given at least three weeks in advance.

Clause 3: If a topic is desired to be included on the agenda for a general meeting, a written and motivated request must be sent to the board no later than 2 weeks before the meeting.

Clause 4: The accounts and budget must be distributed or made publicly available to members at least 14 days before the general meeting.

5) Competence and Right to Vote:

Clause 1: The general meeting is the highest authority in the association.

Clause 2: Only members with valid membership and at least 3 months of prior membership have the right to vote. Each eligible member has one vote.

Clause 3: It is possible to delegate one's vote by proxy to another member if unable to attend the general meeting. This must be communicated to the chosen secretary immediately after being chosen at the general meeting. No member can hold more than two proxies.

6) Ordinary General Meeting - Agenda:

Clause 1: An ordinary general meeting is held in April. However, the first inaugural general meeting was held on August 15, 2017. The board is obliged to hold the ordinary general meeting within the given timeframe.

The agenda for the ordinary general meeting must include the following points:

• Election of chairman and secretary.

• Election of vote counters.

• Presentation of the board's report for approval.

• Presentation of accounts for approval.

• Presentation of budget and proposal for membership fee for approval.

• Submitted proposals.

• Election of chairman, treasurer, and treasurer's deputy.

• Election of other board members and deputies.

• Election of auditor and deputy.

• Any other business.

7) Extraordinary General Meeting:

Clause 1: An extraordinary general meeting is held either by decision of the ordinary general meeting, upon request of a majority of the board, or upon request of at least 1/5 of the association's members. Requests in this regard must be submitted in writing to the chairman and motivated with the proposals to be discussed.

Clause 2: Notice of the extraordinary general meeting must be given at least 3 weeks in advance and shall be made by the board no later than 2 weeks after receiving the written request. Notification shall be made electronically or in writing to each member.

8) General Meeting Proceedings:

Clause 1: The proceedings are led by a chairman elected at the general meeting. All formal questions regarding the proceedings are decided by the chairman. A record of the proceedings is kept, signed by the chairman and the president.

Clause 2: Only matters on the agenda can be decided at the general meeting.

Clause 3: The general meeting is quorate if 2/5 of the association's voting members are present. In case of doubt, standard mathematical rounding rules apply. If requested by a member, voting must be done in writing and in secret.

Clause 4: The proposal or candidate with the highest number of votes is considered adopted or elected.

Clause 5: Blank votes are not counted in the vote tally and therefore do not weigh for or against. This does not apply to proposals for amendments to the bylaws, which require 2/3 of the members present to be approved.

9) Election of Board:

Clause 1: The association is led between general meetings by a board consisting of a chairman, vice-chairman, treasurer, two additional board members and 2 deputy members, so that the board members total 7 persons in all. Only members eligible to vote can stand for election to the board. However, all members can stand as deputies.

Clause 2: The chairman and treasurer are elected separately at the general meeting. In addition, a deputy treasurer is elected when electing a treasurer. To be eligible for election as chairman of the association, the member must have previously served on the board.

Clause 3: The remaining board is elected in 2 rounds. The first round of elections applies to the election of the board. The second round of elections applies to the election of deputies. Elected to the board are the 3 candidates receiving the highest number of votes in the first round of elections. Deputies are those who receive the highest number of votes in the second round of elections. If more candidates than the required number are nominated, each eligible voter can vote for up to four candidates for the board or two candidates for deputies.

Clause 4: Board members are elected until the next general meeting. If a board member wishes, they can stand for re-election at any general meeting. The chairman and treasurer are elected for two years at a time, so that the chairman is up for election in even years and the treasurer in odd years.

10) Constitution, Meetings, and Rules of Procedure:

Clause 1: The board organizes itself with a vice-chairman and other responsible positions as deemed appropriate. If the chairman is unavailable, the vice-chairman acts as temporary chairman until the next general meeting.

Clause 2: The board holds meetings as often as necessary, but at least one per quarter. The agenda for the meetings must include at least the following points: 1) Formalities 2) Communications 3) Proposals. Additionally, the board determines its own rules of procedure.

Clause 3: Any proposal from a member received by the board must be presented at the next board meeting under point 3.

Clause 4: The board may appoint committees with authority for specific tasks.

Clause 5: The board is quorate when at least 3 board members are present.

Clause 6: The board makes decisions by vote. In case of a tie, the chairman's vote is decisive.

Clause 7: The board may, at any board meeting, exclude a board member if the following conditions are met: The board member has been absent from board meetings, properly convened, without notifying. The board member has repeatedly failed to fulfill agreements. The board member must have received two written warnings beforehand and have the opportunity to be heard at a board meeting. A 3/5 majority in the board is required for the exclusion.

11) Signing Authority:

Clause 1: The association is represented by one of the following: a. The chairman b. The treasurer

12) Accounts:

Clause 1: The treasurer elected by the general meeting maintains, on behalf of the board, bookkeeping and accounts that at all times show the club's operations and financial position in a clear manner.

Clause 2: The financial year follows the calendar year.

13) Daily Operations of the Association:

Clause 1: The board may appoint one or more committees to manage the daily operations of the association. Such committees must be led by board members. If no committee has been appointed, the board is directly responsible for the daily operations and can only delegate tasks directly.

Clause 2: The chairman is authorized to act on behalf of the club in minor matters that cannot be postponed, but must present the matter for information to the board at the next meeting.

Clause 3: The daily operation of the association's premises and materials is administered by the appointed committees.

Clause 4: Sponsorships, grant applications, and subsidy negotiations are led by the chairman or a negotiator appointed by the executive committee. All sponsorships must be approved by a simple majority of the board.

14) Amendments to the Bylaws:

Clause 1: Amendments to the association's bylaws require at least 2/3 of the votes at the general meeting.

Clause 2: Draft amendments to the bylaws must be sent to the members at least 2 weeks before the general meeting.

15) Dissolution of the Association:

Clause 1: The association may be dissolved when the proposal is adopted at an ordinary general meeting and then by a referendum among the association's members with at least 3/4 of the votes cast.

Clause 2: Upon dissolution of the association, the association's materials are sold at a closed auction for the members. This auction must be announced in writing to all members at least 7 days before.

Clause 3: At the general meeting where the dissolution of the association is decided, a decision must be made on which charitable purpose the association's assets shall be donated to. Unused portions of grants given by public sources shall be refunded.