General meeting

Powers

The general meeting is an important body and consists of the members, each of whom has one vote. The general meeting has, among other things, the power to amend the articles of association, to receive the board’s financial report and discharge, to dissolve the association, to convert it into another legal entity or to decide on a merger or demerger.

The general meeting also has residual powers, meaning that it may exercise any powers not assigned to another body.

Formal requirements for meetings

The general meeting may only adopt valid resolutions if it has been convened in accordance with the applicable provisions of law and the articles of association. For example, it is important that the general meeting be convened by the board and that formalities prescribed by the law and the articles of association are observed.

Voting

In principle, each member entitled to vote in the general meeting may cast a vote. A vote may be invalid in certain cases, for instance due to legal incapacity or mental disorder of the member, or if the vote was not cast in the form prescribed by law or the articles of association.

By law, a resolution requires a simple majority (more than 50%) of votes, but the law or the articles of association may stipulate a so-called qualified majority. For example, a decision may require approval by three quarters of the members present.

Members’ council

An association may have different types of members: in addition to ordinary voting members, there may be non-voting members, prospective members and partner members, as well as suspended members and honorary members.

In associations with a large number of members, it is possible to establish a members’ council consisting of delegates elected by and from the membership. The members’ council then assumes the powers of the general meeting. It is also possible to submit a decision to a membership referendum.