Statutes for CISU - Civilsamfund i Udvikling
Please note that this is a translation and, in case of doubt, the Danish text will always take precedence.
Adopted at the founding General Meeting on 8 December 1995, with amendments adopted at the Annual Meeting in Kolding on 20 April 1997, in Odense on 22 April 2002, in Odense on 26 April 2003, in Nyborg on 20 March 2004, in Copenhagen on 12 April 2008, in Odense on 9 April 2011, in Odense on 28 April 2012, in Nyborg on 26 April 2014, in Nyborg on 25 April 2015, in Odense on 21 April 2018, in Copenhagen/partly online on 19 September 2020, online on 24 April 2021, in Odense on 22 April 2023 and in Odense on 18 April 2026.
In 2012, the name of the association was changed from Projektrådgivningen to CISU – Civil Society in Development.
§ 1 Name and Registered Office
Section 1 The name of the association is CISU – Civil Society in Development.
Section 2 The association is a nationwide Danish non-profit association and has its registered office in Aarhus Municipality.
§ 2 Purpose
Section 1 The purpose of CISU – Civil Society in Development is:
- To bring together Danish civil society organisations with an interest in and activities relating to global issues.
- To support CISU – Civil Society in Development member organisations in being qualified and responsible partners in development cooperation that strengthens civil society locally and globally, addresses the causes of poverty, and promotes democracy and equal rights.
- To support member organisations' work in Denmark in creating engagement, knowledge and debate about people's living conditions, global interconnections, and the value and effectiveness of people-to-people engagement.
- To be a visible advocate for strong, independent civil societies in their own right.
- To be a visible advocate for favourable conditions and frameworks for people-led development cooperation.
- To safeguard the interests of member organisations.
- To carry out advisory and learning activities through agreements with the Ministry of Foreign Affairs or other parties.
- To develop and administer funds/grant schemes on behalf of the Ministry of Foreign Affairs or other parties, where member organisations are among the target groups.
§ 3 Members
Section 1 Any Danish association or non-commercial foundation with an interest in and/or activities relating to global development cooperation, which can endorse the Articles of Association and purpose of CISU – Civil Society in Development and which pays the prescribed membership fee, may become a member of CISU – Civil Society in Development.
In cases of doubt, the Board shall determine whether an organisation may be admitted as a member.
The Board may grant a member a reduced membership fee where special circumstances warrant this.
§ 4 General Meeting
Section 1 The General Meeting is the supreme authority of CISU – Civil Society in Development and shall be held once a year with the following agenda:
- Election of chairperson and minute-taker
- Presentation of the Board's report for approval
- Presentation of the audited annual accounts for approval
- Discussion of future activities
- Consideration of proposals received
- Setting of the membership fee
- Approval of the election of Board members and alternate members
- Election of internal auditor
- Any other business
Section 2 Each member organisation has one vote at the General Meeting.
Section 3 In the event of absence, voting rights may be transferred to another member organisation by written proxy. A member organisation may hold a maximum of one (1) proxy at the General Meeting. Procedures for the administrative handling of proxies shall be determined by the Board.
Amendments to the Articles of Association require the support of two-thirds (2/3) of the voting members present. Other decisions shall be made by a simple majority of the voting members present.
Section 4 The Annual General Meeting shall be held each spring, and no later than the end of June, and shall be convened in writing by sending the agenda at least one month before the meeting.
Section 5 Proposals to amend the Articles of Association, including proposals for dissolution pursuant to § 7, must be received by CISU – Civil Society in Development no later than two (2) months before the scheduled General Meeting and shall be circulated to the member organisations together with the notice of the meeting.
Other proposals for consideration at the General Meeting must be received by CISU – Civil Society in Development no later than three (3) weeks before the meeting is held.
Section 6 An Extraordinary General Meeting shall be held if a majority of the Board so wishes, or if one-third (1/3) of the member organisations submit a written request to this effect, stating the agenda and proposed resolutions.
An Extraordinary General Meeting shall be convened with an agenda no later than two (2) weeks after receipt of the request, with at least two (2) weeks' notice before the meeting is held.
In all other respects, the rules applicable to the Annual General Meeting shall apply to an Extraordinary General Meeting.
§ 5 Board
Section 1 The Board manages CISU within the purpose of CISU as set out in § 2. The Board manages CISU at a strategic level within the areas of focus defined by the strategy.
The Board ensures that CISU's work and activities are carried out in a financially responsible manner and within CISU's purpose, strategy and related objectives.
The Board approves agreements concerning the administration of funds/grant schemes on behalf of the Ministry of Foreign Affairs or other parties.
Section 2 The Board appoints a Chief Executive, to whom responsibility for the day-to-day management and development of the organisation is delegated.
The day-to-day management contributes to ensuring that the Board operates at a strategic level, respecting the arm's-length principle in relation to operational decisions and priorities.
Section 3 The Board is obliged to safeguard the interests of CISU. The Board seeks consensus in its decisions.
Section 4 The Board shall constitute itself, with at least a Chairperson, Deputy Chairperson and Treasurer, and shall determine its own rules of procedure.
The Board shall hold ordinary meetings at least five (5) times a year.
Section 5 The Board consists of seven (7) persons from seven (7) different member organisations. They are appointed for terms of two (2) years.
In even-numbered years, three (3) persons are up for election; in odd-numbered years, four (4) persons are up for election.
Up to three (3) alternate members shall likewise be elected for terms of one (1) year. Alternate members are elected in order of priority according to descending numbers of votes.
If a Board member resigns, an alternate member shall, according to the order of priority, assume the Board member's mandate for the remainder of the term.
Section 6 The election of Board members and alternate members shall take place as one combined election. Re-election is permitted.
Employees of CISU – Civil Society in Development may not be elected to the Board.
The election to the Board shall be conducted prior to the General Meeting. Procedures for the election shall be determined by the Board.
The election shall be submitted for formal approval at the Annual General Meeting.
Section 7 In elections to the Board, votes may be cast for half the number of vacant seats.
Thus, in an election in an even-numbered year, when four (4) persons are up for election, each member has two (2) votes, and in an odd-numbered year, when three (3) persons are up for election, each member has two (2) votes.
Section 8 Of the seven (7) persons, no more than two (2) may come from organisations that have a strategic partnership agreement, grant scheme agreement or equivalent agreement with the Ministry of Foreign Affairs.
If more persons from organisations that have a strategic partnership agreement, grant scheme agreement or equivalent agreement with the Ministry of Foreign Affairs obtain a sufficient number of votes to secure a seat on the Board than there are available seats, the person or persons with the highest number of votes shall be appointed.
Alternate members from organisations that have a strategic partnership agreement, grant scheme agreement or equivalent agreement with the Ministry of Foreign Affairs may join the Board provided that, following their appointment, no more than two (2) persons from organisations that have such an agreement with the Ministry of Foreign Affairs are members of the Board.
If a Board member ceases to be affiliated with a member organisation, the Board member shall leave the Board. An alternate member shall then join the Board in accordance with § 5, Section 5, in descending order of votes.
Section 9 Between General Meetings, the Board may convene member organisations for meetings to discuss matters concerning CISU – Civil Society in Development.
§ 6 Finance
Section 1 The financial year of CISU – Civil Society in Development is the calendar year.
Section 2 The annual accounts, including the balance sheet, shall be audited by an external state-authorised or registered auditor appointed by the Board, and reviewed by the internal auditor elected by the General Meeting.
Section 3 CISU – Civil Society in Development shall be financially represented by two members of the Board acting jointly, including the Chairperson and/or Deputy Chairperson.
Section 4 The Board may delegate authority to sign on behalf of the association to the Chief Executive for the purpose of carrying out day-to-day financial administration, including banking transactions, within the framework determined by the Board.
Section 5 CISU – Civil Society in Development is liable solely to the extent of its own assets, and member organisations shall have no liability for CISU – Civil Society in Development.
§ 7 Dissolution
Section 1 A decision to dissolve CISU – Civil Society in Development may be made at a General Meeting where at least two-thirds (2/3) of the voting members present vote in favour, followed by an Extraordinary General Meeting convened specifically for this purpose, where likewise at least two-thirds (2/3) of the voting members present vote in favour.
In the event of dissolution, the assets of CISU – Civil Society in Development shall be transferred for administration to one or more member organisations and shall be used exclusively to fulfil the purpose of CISU – Civil Society in Development, in accordance with the decision of the General Meeting resolving the dissolution.