ARTICLES OF DOGA
AN ASSOCIATION UNDER DANISH LAW
The name of the Association is Danish Online Gambling Association, DOGA.
The Association’s registered office is to be situated in Copenhagen.
The objects for which the Association is established are:
3.1 To provide an organisation for the benefit and service of Danish licensed remote gambling operators within the betting and gaming industry and to represent the interests of Danish licensed remote gambling operators in Denmark (“DK”).
3.2 To provide the members (individually and/or collectively) with consultancy services.
3.3 To undertake collective negotiations on behalf of members with appropriate trades’ associations, employer’s organizations, government bodies, media interests and other relevant entities.
3.4 To consider litigation and where appropriate assist any of its members in litigation against any organisation providing services to or in any other way connected with the DK betting and gaming industry and to support any of its members involved in litigation over the right to provide services.
3.5 To represent, express and give effect to the views and opinions of remote gambling operators and their employees on commercial or mercantile matters of all kinds to Parliament, parliamentary bodies, other national governments, public bodies, regulatory authorities, suppliers of services to the betting and gaming industry, the media, the public and any other organizations with the ability to affect or influence the remote gambling market.
3.6 To encourage high standards of probity and integrity within the betting and gaming industry, both for the benefit of its members and the public generally.
3.7 To encourage social responsibility within the betting and gaming industry effected through various means including support for charities and initiatives to help those who have gambling problems.
3.8 To print, publish and circulate any newspapers, magazines, periodicals, books and pamphlets that may further the object of the Association.
3.9 To promote, present, obtain, support or oppose any petition to, provisional order of, or bill in Parliament or similar legislation in any European state, and do, or procure to be done, any proceedings, enterprises, movements or any other form of activity which may tend to promote in any lawful manner the objects of the Association or any of them.
3.10 To ensure that governments are fully aware of the impact on operators of proposed legislation and regulation of the remote gambling industry. To engage actively with gambling regulator and other authorities to ensure that the regulation of the remote gambling industry strikes the right balance between the commercial interest of the operators and their regulatory objectives.
3.11 To push for common standards and mutual cooperation between regulators.
3.12 To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which may be deemed necessary or convenient for the promotion of the objects of the Association.
3.13 To earn, borrow or raise money for the purposes of the Association on such terms and on such security as the Association may think fit.
3.14 To invest any monies of the Association, not immediately required for its objects, in such manner as may from time to time be determined.
3.15 To establish and support and to aid in the establishment and support of, any other Associations or institutions formed for all or any of the objects of the Association.
3.16 To do all such other lawful things as are incidental or conducive to the attainment of the above objects.
4. SUBSCRIPTION RESERVATIONS
4.1 The Association may engage in commercial activities on its own.
4.2 The income and property of the Association, wherever derived, shall be applied solely towards the promotion of the objects of the Association as set forth in the Memorandum of the Association or be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the Members of the Association after the proposal of the Executive Committee and resolution on the Annual General Meeting.
5. LIMITED LIABILITY
5.1 The liability of the Members is limited to contribution by membership fees and payments for services rendered.
5.2 If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities any property whatsoever, any remaining property shall be divided equally between the members.
6.1 The Members of the Association shall be such persons, firms or corporations who carry on business as Danish licensed remote gambling operators in Denmark, have verifiably applied for such a licence, or who carry on business as software, technical or service providers contracted to at least one Danish licensed operator as the Executive Committee shall resolve to admit to Membership of the Association in accordance with the provisions of these Articles provided that no person, firm or corporation shall become a Member unless and until its name shall with its consent be entered in the register of Members. The rights and privileges of any Member shall be personal to that Member and shall not be transferable. No one may be a member who has been denied a Danish licence unless they are under proceedings to appeal that decision. All membership applications require the approval of the existing members.
6.2 Application for Membership or affiliation shall contain the following information:
- name of individual applicant, firm or corporation
- their address or registered office; and
- Date of effect of their Danish licence
and shall be signed by the applicant, a director or the secretary of the corporation, or all the partners of the firm as the case may. All applicants shall include an undertaking by or on behalf of the person or firm or corporation applying for Membership to comply with and observe the regulations of the Association if and when admitted to Membership.
6.3 On election and admission to Membership each Member shall pay to the Association an annual subscription (membership fee) of such rate as is determined by the Executive Committee. The Annual Subscription rate shall be determined by the Executive Committee. The Executive Committee shall have the power from time to time to vary the rates attributed to membership as it thinks fit and any such variations will be resolved no later than the meeting of the Executive Committee which immediately proceeds the date on which the variation shall come into effect.
6.4 The Annual Subscription of a newly admitted Members is due from the first day of the month on which the Member was admitted (pro-rated on a monthly basis for the period since the last Annual Subscription was due from Members to the date upon which the next Annual Subscription is payable) and must be paid within one calendar month of admittance.
6.5 The Annual Subscription for the year 2012 is fixed to 5.000 DKK and it is paid by the founding members at the formation of the Association.
6.6 The Annual Subscription will be due annually on the first day of December every year for the upcoming year and shall be paid before the end of the 31th of December.
6.7 The Members will for service rendered be invoiced by the organisation as determined by the Executive Committee.
6.8 Any firm or corporation may be admitted as a Member of the Association in accordance with the provisions of these Articles and provisions relating to persons being Members of the Association where not excluded by the context shall mutatis mutandis apply to firms and corporations, subject nevertheless to the following conditions and to any other conditions which may from time to time be imposed:
6.8.1 in the case of the firm or corporation applying for Membership, the application required shall contain a written statement of the names and addresses of the persons constituting the firm or corporation’s representative to the Association and shall be signed by an authorized signatory of such firm or corporation;
6.8.2 each Member being a firm or corporation shall be entitled, on giving written notice to the Executive Committee, to appoint one individual, who shall be a partner in such firm or director or employee of such corporation, to attend at all meetings and to exercise the voting rights attached to Membership (the “Authorized Representative”)
6.8.3 where a Member’s Authorized Representative is unable to attend a meeting the Member may, on giving written notice to the Executive Committee, authorize such other person as it thinks fit to act as its representative and to exercise its voting rights at any meeting; and
6.8.4 a Member may at any time notify the Executive Committee of any change in the identity of its Authorized Representative.
6.9 A Member, on giving written notice to the Chief Executive, may nominate itself or its Authorized Representative or one of its partners (where the Member is a firm) or one of its directors or employees (where the Member is a corporation) for election to the Executive Committee.
6.10 A Member may by notice to the Chief Executive resign its Membership and upon receipt by the Chief Executive of such resignation it shall cease to be a Member.
6.11 The Executive Committee may at their discretion and subject to such conditions as they may think fit resolve the re-admit Membership to any person, firm or corporation whose Membership has terminated by reason of non-payment of the Annual Subscription provided that it shall be one of the conditions of such re-admission that such Member shall pay all arrears of Annual Subscriptions that may be outstanding and due from it.
6.12 On the cessation of Membership for any reason whatsoever, no Member shall be entitled to recover any part of its Annual Subscription already paid for that current year and it shall return to the Association any certificate (confirming Membership) and/or any copies of the Memorandum and Articles may have been issued to it, and all property of the Association in its possession. The former Member must also cease to display in any form whatsoever the insignia or device of the Association or any reference to its membership thereof. The Executive Committee shall have the power to take legal proceeding in any case of contravention of this Article.
7.1 General Meetings: An Annual General meeting shall be held in every calendar year at such time and such place in Denmark as may be determined by the Executive Committee. The meeting shall be specified as such in notices calling it and every Annual General Meeting shall be held not later than five months after the end of each calendar year.
7.2 Proceedings at General Meetings:
7.2.1 No business shall be transacted at any General Meeting unless a quorum is present when such General Meeting proceeds to business. Save as herein otherwise provided, a General Meeting shall not be quorum unless there are at least two-thirds Members present.
7.2.2 Where these Articles require Members to be personally present, firms and corporations shall be deemed present in person if their authorized representatives are present in person.
7.2.3 If within half an hour from the time appointed for the holding of a General meeting a quorum is not present, the meeting if convened on the requisition of members shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or at such other place as the Chairman shall appoint, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the Members present shall be a quorum.
7.2.4 The Chairman of the Executive Committee shall preside as Chairman at every General Meeting or if at any meeting the Chairman is not present within fifteen minutes after the time appointed for holding the same or shall be unwilling to preside, the Members present shall choose another Executive Committee member, or if no Executive Committee Member be present, or if all the Executive Committee Members decline to take the chair, they shall choose a Member of the Association who shall be present to preside.
7.2.5 All resolutions put to the vote at a General Meeting shall be decided on a show of hands and shall be decided by a two-thirds majority of all Members exercising their entitlement to vote on such resolution whether present in person or by proxy.
7.2.6 A notice of a special resolution to alter the articles shall not be dispatched to Members unless the proposed special resolution has been previously approved at an Executive Committee Meeting by a margin of at least two-thirds of the votes cast at such Executive Committee Meeting.
7.2.7 No resolution posed at a General Meeting shall challenge the election of a Chairman of a General Meeting, or any question of adjournment.
7.2.8 No report of the proceedings at any General Meeting published except with the consent of the Executive Committee.
7.2.9 Save as herein expressly provided no person, firm or corporation other than a Member duly registered and qualified who shall have paid every Annual Subscription and another sum (in any) which shall be due and payable to the Association in respect of its Membership or services rendered shall be entitled to be present and to vote on any question either personally or by proxy or as a proxy for another Member at any General Meeting.
8. EXECUTIVE MEETINGS
8.1.1 During the period between the formation of the Organisation and until the Annual General Meeting in 2013 there will be up to 10 voting members of the Executive Committee.
8.1.2 Following the conclusion of each Annual General Meeting and during the period until the first Annual General Meeting in 2013, the Executive Committee shall elect a Chairman to hold office until the conclusion of the next Annual General Meeting.
8.2 Alternative Executive Committee members
8.2.1 Any Executive Committee Member may by notice to the Association appoint another person approved by the Executive Committee (being an authorized representative of the same firm or corporation as the appointer) to be his alternative or substitute Executive Committee Member during his absence, such alternate having in all respects the same rights and powers as the appointer. Any person who has been so appointed may, in like manner, be removed by the person who appointed him.
8.3 Powers of the Executive Committee
8.3.1 The Executive Committee shall manage all the affairs, business and property of the Association and may exercise all such powers of the Association as are not by the Statutes or by these Articles required to be exercised by the Association in general meeting, subject nevertheless to any regulations (not being inconsistent with these Articles) as may be prescribed by the Association in General Meeting, but no regulation made by the Association in General Meeting shall invalidate any prior act of the Association which would have been valid if such regulation had not been made.
8.3.2 In exercising the powers conferred on the Executive Committee, the Executive Committee shall be responsible for setting for the Association in each financial year an annual budget covering both the Association and any subsidiary undertakings (the “Annual Budget”).
8.3.3 The executive Committee may, at its discretion, invite any person whom they believe to be appropriate to become the Chief Executive of the Association.
8.3.4 The Executive Committee may also appoint and engage and may at its discretion remove or suspend the Chief Executive and such other officers or employees of the Association as shall from time to time be determined. The Chief Executive and all such other officers and servants so appointed and engaged shall hold office as such and may be removed from office as such at the discretion of the Executive Committee shall from time to time determine.
8.4 Disqualification of the Executive Committee
The office of an Executive Committee Member shall be vacated:
8.4.1 if a receiving order is made against the member or the member makes any arrangement or composition with his creditors; or
8.4.2 if the member becomes of unsound mind; or
8.4.3 if the member or the firm or corporation of which the member is a representative ceases to be a member of the Association; or
8.4.4 if by notice to the Association the member resigns his office; or
8.4.5 if the member ceases to hold office by reason of any public order.
8.5 Election and Re-Election of executive Committee Members
8.5.1 The current Executive Committee shall maintain a mandate until the Annual General Meeting in 2013.
8.5.2 Subject thereto, Executive members shall be elected by the Members at the Annual General Meeting.
8.5.3 A retiring Executive Committee Member shall be eligible for re-election.
8.5.4 If at any meeting at which an election of an executive Committee Member ought to take place, the places of the retiring Executive Committee Members or such of them as have not had their places filled up and are will to act, shall be deemed to have been re-elected, unless it shall be determined at such meeting to reduce the number of Executive Committee Members.
8.5.5 The Association may from time to time in General Meeting increase or decrease the number of Executive Committee Members and may make the appointment necessary for affecting any such increase.
8.5.6 Without prejudice to any statutory precisions for the time being in force relating to the removal of Executive Committee Members by ordinary resolution, the Association may by extraordinary resolution remove any Executive Committee Member before the expiration of his period of office. In the even to his occurring a replacement shall be elected to fill the vacancy created. However, any person so appointed shall only retain office until the end of the term for which the Executive Committee Member they replaced was elected.
8.6 Proceedings of the Executive Committee
8.6.1 The Executive Committee shall meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Unless otherwise determined, there shall be a quorum if there is present at Executive Committee Meeting two-thirds of the Executive Committee Members. If the number of Executive Committee Members is less than seven they may meet to admit Members to appoint additional Executive Committee members. Votes on matters arising at any Executive Committee Meeting shall be decided by a two-thirds majority of votes cast at that meeting. All Executive Committee Members present shall be entitled to one vote each.
8.6.2 Proxies for voting rights of an Executive Committee Member at Executive Committee meetings may be exercised by other Executive Committee Members (or their alternates if appointed) provided that the Chief Executive of the Association has been informed prior to the executive Committee Meeting of the appointment and identity of the proxy. If an Executive Committee Member leaves a meeting before its conclusion, the member may award its proxy vote to another Executive Committee Member present at such meeting.
8.6.3 At the request of the Chairman or any three other Executive Committee Members, the Chief Executive shall at any time summon an Executive Committee meeting by notice served upon the Executive Committee Members in accordance with the provisions as to notice hereinafter contained. The Chairman of the Executive Committee shall be entitled to preside at all Executive Committee Meetings at which shall be present, but if at any Executive Committee meeting the Chairman be not present within thirty minutes of the time appointed for the holding of such meeting the Executive Committee members present shall choose from those present a person to be Chairman of the meeting.
8.6.4 An Executive Committee meeting at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the regulations of the Association for the time being vested in the Executive Committee generally.
8.6.5 All acts bona fide carried out at any Executive Committee Meeting, or by any person acting as an Executive Committee Member, shall notwithstanding that it is discovered afterwards that there was some defect in the appointment of any such person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be an Executive Committee Member.
8.6.6 The Executive Committee shall cause proper minutes to be made of all Officer appointments made by the Executive Committee, of the proceedings of all General Meetings or Executive Meetings and all business transacted at such meetings and any such minutes of any meeting, if purported to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.
8.6.7 A resolution signed by all the Executive Committee Members for the time being not being less than the permitted quorum shall be as valid and effectual as if it had been passed at an Executive Committee Meeting.
8.6.8 The Executive Committee may make the decisions for the regulation of the business of the Association, its officers and servants, of the conduct, calling and arrangement of meetings, payment of Annual Subscriptions, and for the establishment and maintenance of any code of standard of conduct required by the Association under the powers herein contained provided that no decision shall be made under this Article which would amount to such an alteration or addition to these articles as could legally be made only by a special resolution of the Association.
8.6.9 The Executive Committee may make accounts rules and vary or revoke accounts rules approved by an ordinary resolution, for the preparation and verification of Members’ accounts and their financial soundness.
8.7 Office Accounts and Audit
8.7.1 The Executive Committee shall apply a portion of the Annual Subscription monies raised or the income each year to office, and any secretarial and administrative support required for the activities of the Association, the Executive Committee and any additional facilities which the Executive Committee decides necessary for the orderly running of the Association.
8.7.2 The Executive Committee shall comply with best practice corporate governance.
8.7.3 The Executive Committee shall cause proper books of account to be kept in respect to all sums of money received and expended by the Association and of the matters in respect of which such receipt and expenditure take place, all sales and purchase of goods by the Association and the assets and liabilities of the Association. The books of account shall always be open to the inspection of the Executive Committee.
8.7.4 The Executive Committee shall prepare and approve an annual account for each accounting year. The accounting year is the calendar year. The first accounting year is from the day of formation of the Association until 31st December 2012.
8.7.5 The annual account shall be approved at the Annual General Meeting by the members.
8.7.6 The books and accounts of the Association shall be kept at the Office or at such other places as the Executive Committee shall think fit, and shall be open to the inspection of the Members at all reasonable times during business hours, subject to any reasonable restrictions as to the time and manner of inspecting the same which may from time to time be imposed by the Executive Committee.
8.8 Duties of Officers
8.8.1 The Chairman shall exercise general supervision over the affairs of the Association and shall preside over Executive Committee Meetings.
8.8.2 The Chief Executive shall keep or cause to be kept minutes of all General Meetings, Executive Committee Meetings which shall be signed as correct by the Chairman in each case and carry out such other duties as may be assigned to him by the Executive Committee.
8.8.3 The Chief Executive shall be responsible of the day-to-day running of the Association. This shall include the entering into contracts on behalf the Association, promoting the objectives of the Association and all and any other responsibilities as the Executive Committee may, in their discretion, decide to delegate to the Chief Executive. In relation to the hiring and appointment of senior personnel to the Association, the Chief Executive shall chair a selection panel comprising of him and at least two other Executive Committee members the identity of whom shall be decided from time to time by resolution of the Executive Committee. The hiring and appointment of junior personnel shall be the responsibility of the Chief Executive or the person to whom the Chief Executive chooses to delegate such responsibility.
8.8.4 The Chief Executive shall report directly to the Executive Committee and shall attend all Executive Committee Meetings but shall have no vote.
8.9.1 The Association is bound by the signatory of the Chairman of the Executive Committee together with The Chief Executive or by the signatory of two-thirds of the members of the Executive Committee.
8.10.1 A notice may be served by the Association upon any Member, either, by sending it through the post in a prepaid letter addressed to each member at his registered address as it appears in the register of Members, or (except for a document of title) by giving it using electronic communications to an address notified to the Association by the Member.
8.10.2 Any notice served by first class post shall be deemed to have been served upon Members on the day following that on which the said notice is posted. In providing such services it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office as a prepaid first calls letter. Any such notice or other document sent by an electronic communications shall be deemed to have been served 24 hours at the same was sent and proof that the same was sent in accordance with guidance issued by the Institute of Chartered Secretors and Administrators shall be conclusive evidence that the notice was given.
The Association is formed and these Articles adopted by the founding members on the 25 January 2012.
Maria Jönsson, Unibet, Chairman of DOGA
On behalf of the Danish Online Gambling Association’s (DOGA) Executive Committee