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Rules of NTRG

Rule 1

Name and registered office

The name of the association is Nordic Travel Retail Group.

The registered office of the association is situated in the City of Copenhagen.

The association’s jurisdiction is the Copenhagen City Court or the Eastern Division of the Danish High Court.

Rule 2

Object

The object for which the association is established is to bring together enterprises in the Nordic and Baltic countries which are engaged in the manufacture of, trade in or retail sale of goods for travellers between two or more countries whether such trade is subject to tax or not.

The association shall handle its members’ interests relating to the sales, whether subject to tax or not, ultimately made to travellers between the Nordic and Baltic countries and other countries, both within or outside the EU. The association shall act both in relation to the general public and in relation to Danish and foreign authorities and shall represent the industry on councils, boards and committees and possibly in international organizations with related objects.

Rule 3

Any enterprise which as supplier or operator is engaged in selling goods to travellers between two or more countries, either for consumption on board or for travellers to take them with them as luggage may be admitted to membership.

Applications for admission to membership shall be sent to the Board. If no agreement can be reached on the Board or if the application is refused, the matter may be brought before the next annual general meeting, which shall take the final decision on admission. This shall require that three-fourths of the votes cast vote in favour of the admission. The resolution of the general meeting cannot be brought before the courts of law or the arbitration tribunal mentioned in rule 16.

A resolution as to whether a deposit shall be paid by newly admitted members and the amount of such deposit shall be fixed by the Board.

Financial year

Rule 4

The association’s financial year shall be the calendar year.

However, the association’s first financial year shall run from its formation on 31 August 1999 until 31 December 2000.

The members shall be liable for the obligations of the association on a pro rata basis. However, such liability shall be limited to an amount equal to last year’s membership fee.

Resignation from membership

Rule 5

To resign from membership of the association the member concerned shall file a resignation request in writing not less than three months before the end of a calendar year.

Termination of membership shall not release the member concerned from his pro rata liability for the association’s financial obligations at the time of termination. However, the liability of such member shall not exceed an amount equal to last year’s membership fee. Any claims from the association shall be made within one year of termination of the membership.

Members whose membership of the association has terminated shall have no claim to the association’s assets.

General meeting

Rule 6

The general meeting shall be the association’s supreme authority.

Annual general meetings shall be held every year before the end of April.

The general meeting shall be called by the Board giving four weeks’ notice by letter to each member setting out the agenda, which shall contain at least the following items:

1. To elect the chairman of the meeting.

2. To receive a report.

3. To receive and adopt accounts.

4. To fix the membership fee and budget.

5. To elect Board members and alternate Board members.

6. To appoint auditors.

7. Any other business.

Rule 7

Extraordinary general meetings shall be held whenever the Board thinks fit or whenever representatives of one-fourth of the members shall so request in writing, setting out the agenda.

Extraordinary general meetings shall be called by the Board giving not more than four weeks’ and not less than eight days’ notice by letter to each member setting out the agenda:

Rule 8

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Any proposed resolutions that members want to be included on/ in the agenda of a general meeting shall be received by the association not later than fourteen days before an annual general meeting and as far as possible not later than three days before an extraordinary general meeting. The Board shall ensure that the members are immediately informed of any proposed resolutions received and, in the case of the extraordinary general meeting, not later than the day before such general meeting.

Rule 9

Any resolution of the general meeting, cf., however, subrule (2), shall be passed by a simple majority of votes. The general meeting shall form a quorum when one-third of the members of the association are represented. In case the general meeting does not form a quorum, a new general meeting shall be called which shall then form a quorum irrespective of the number of members represented. However, a resolution amending the rules of the association, concerning admission to membership and expulsion of members and dissolution of the association shall require a majority of three-fourths of the votes of all the association’s members entitled to vote.

If a proposed resolution is passed by three-fourths of the votes cast but such number does not constitute three-fourths of the association’s members entitled to vote, a new general meeting shall be called as soon as possible, at which the proposed resolution may be passed by three-fourths of the votes represented at the general meeting.

Where required by one member, a poll shall be taken.

A member may delegate his vote to another member by an instrument appointing a proxy in writing.

A minute book of the proceedings of the general meeting shall be kept and shall be signed by the chairman of the meeting.

Rule 10

Each member shall have one vote.

Board:

Rule 11

The Board shall be responsible for the overall management of the association’s affairs and shall represent the association on the external front.

The Board shall receive no remuneration.

Rule 12

The Board, which is elected by the general meeting for one year at a time, shall be composed of five members. In addition, two alternate Board members and two auditors shall be elected.

Enterprises may only have one member of / member in the board, ville jeg mene, da det jo ikke er bestyrelsesmedlem, men medlem I bestyrelsen… the Board. Board members shall be eligible for re-election.

Rule 13

The Board shall elect its own chairman.

Resolutions shall be passed by an ordinary majority of votes. In case of an equality of votes the chairman shall have the casting vote. A minute book of the proceedings of Board meetings shall be kept. The association shall be bound by the joint signatures of the chairman and another Board member.

Secretariat:

Rule 14

The Board may establish a secretariat and appoint its management.

Rules shall be drawn up for the secretariat.

Rule15

The Board shall be entitled to set up a standing committee to handle special tasks.

Committees shall be responsible to the Board. They shall be composed of at least one Board member, who shall be chairman of the committee, and one or more members appointed by the Board.

In addition, the Board may set up committees to perform specific tasks.

Dissolution of the association:

Rule 16

No resolution proposing dissolution of the association may be passed until the general meeting has adopted a complete plan for the fulfilment of all the association’s financial obligations and for application of the association’s assets.

Arbitration:

Rule 17

Any dispute arising between the association and its members or any dispute arising between members of the association mutually the settlement of which is based on the application of these rules shall be referred to arbitration in accordance with the following rules and cannot be brought before the ordinary courts of law.

The arbitration tribunal shall be composed of three members of whom either party shall appoint one while the chairman of the arbitration tribunal shall be appointed by the president – in his absence the vice-president – of the Maritime and Commercial Court in Copenhagen.

The party intending to refer a matter to the arbitration tribunal shall notify the other party thereof by registered letter and state the claim that he intends to make during the proceedings, the particulars of the facts on which the claim rests, and the name of the arbitrator appointed by him.

Within eight days of receipt of the letter mentioned in the preceding sub rule, the defendant shall inform the claimant by registered letter of his claim during the proceedings, the particulars of the facts on which the claim rests, and the name of the arbitrator appointed by him. On any failure by the defendant to give the name of the arbitrator appointed by him before the expiration of the mentioned time-limit, the claimant may request the president – in his absence the vice-president – of the Maritime and Commercial Court to appoint the defendant’s arbitrator.

The parties – or the claimant alone – shall then request the president – in his absence the vice-president – of the Maritime and Commercial Court to appoint the chairman of the arbitration tribunal.

The arbitration tribunal shall lay down its own rules of procedure for the hearing of the case.

The award made by the arbitration tribunal, which shall be in writing, shall provide for the costs of the case and their payment, including the fee of the members of the arbitration tribunal.

The award of the arbitration tribunal shall be final and cannot be brought before the ordinary courts of law unless it is brought to obtain coercive measures for the enforcement of the award.