Articles of Association

1. Name and Status

  1. The Association’s name is O’Town Makerspace.
  2. The Association is registered as a Danish “Forening”.
  3. The Association’s registered office is in Odense.

2. Purpose

  1. The Association’s purpose is to promote creativity, learning, and practical skills by providing access to tools, technology, and collaborative environments for members and the public.
  2. The Association provides a communal makerspace where members can collaborate, pursue creative and technical projects, and share knowledge across a wide range of disciplines.
  3. The Association hosts activities and workshops that are educational and foster a productive and social environment.

3. Membership

  1. Membership is open to any person over 18 years of age who supports the Purpose of the Association.
    1. Dispensation can be granted by The Board of Directors to a person under the age of 18 to become a member. The Board of Directors may apply limitations and conditions to the membership as they deem appropriate.
  2. The Board of Directors shall maintain a Terms of Membership agreement which sets out the requirements and privileges of members.
  3. The membership is valid upon completion of the signup process on the website and the first payment. This includes accepting the “Terms of Membership” and completing the payment method.
    1. Membership fees are due monthly.
    2. Cancellation and modification of the membership can be done at any time, before the next payment. Upon cancellation, the membership is valid for one month following the last payment.
    3. Membership applies to the subscription payment period and is automatically withdrawn if a member is three (3) months in arrears.
    4. Membership may be terminated if a member does not act according to the Terms of Membership.
    5. The Board may enforce an immediate ban from the facilities in case of particularly serious violations.
    6. In the event of disciplinary actions, the Board shall act according to the relevant subsection of the Terms of Membership.
    7. An application for membership can be denied if the applicant has unpaid debt to the Association or has been expelled.
  4. Members are not liable for the debts of the Association.
  5. Members are financially liable for damage or destruction of equipment or assets due to neglect or mistreatment.
  6. Member Contribution and Collaboration
    1. Members are encouraged to contribute to the improvement and maintenance of the makerspace within the framework set by the Board.
    2. The framework for the makerspace shall be documented in the Makerspace Layout document.
    3. The Board shall maintain the Makerspace Layout document, which sets out the layout and organization of the makerspace, which members are obligated to follow.
    4. Permanent changes to the makerspace layout, installations, tools, or infrastructure may only be made with prior approval from the Board.
    5. The Board may establish guidelines for collaborative projects and space improvements to ensure consistency, safety, and accessibility for all members.
    6. Members who wish to propose layout changes or modifications shall submit their proposal to the Board, who will review it at the next board meeting or as soon as practicable.

4. General Assemblies

  1. The General Assembly is the Association’s ultimate authority.
  2. The Annual General Assembly is held annually, between 10 to 14 months from the previous General Assembly.
  3. Notice must be given at least four weeks in advance, stating the agenda for the members.
  4. Right to attend and vote at the General Assembly requires membership of the Association.
  5. Enrollment in the Association must have taken place no later than 7 days before the ordinary General Assemblies.
  6. All proposals that are to be considered at the General Assemblies must be received by the Board no later than 14 days before the General Assembly.
  7. Agenda for the annual General Assembly:
    1. Election of moderator of the Assembly, the rapporteur, and the two vote counters.
    2. The Chairman of the Board presents the annual report of the Association’s activities.
    3. The Treasurer of the Board presents the annual report of the finances.
    4. Acceptance of the budget.
    5. Election of Chairman.
    6. Election of Treasurer.
    7. Election of one to three members of the Board.
    8. Election of Auditor.
    9. Election of zero to two alternates of the ordinary members of the Board.
    10. Presentation and voting for proposals.
    11. Any other business.
  8. Minutes must be published no later than one month after the General Assembly together with the Board’s vision for the year.
  9. The General Assembly makes its decisions by simple majority, except in the case of changes to the Articles, which require a two-thirds majority.
  10. Voting takes place by show of hands or anonymous written vote, if requested by one or more participants.
  11. Members unable to attend may transfer their vote via signed power of attorney to another member, carrying only one other member’s vote. The document must be presented at the start of the Assembly.

5. Extraordinary General Assemblies

  1. An Extraordinary General Assembly shall be held if a majority of the Board considers it necessary.
  2. A minimum of one-third of the members may request an Extraordinary Assembly, by submitting a written reasoned request to the Chairman.
    1. The requested Assembly must be held no later than five weeks after the request is received by the Board.
  3. The notice period follows the same rules as the annual General Assemblies.

6. The Board of Directors

  1. The Association’s day-to-day management is handled by the Board.
  2. The Board is elected by the General Assembly for a period of one year.
  3. The Board shall lead the Association in accordance with the Articles and the resolutions of the General Assembly.
  4. The Board consists of the following: Chairman, Treasurer, and one (1) to three (3) ordinary members.
  5. Minutes of Board meetings must be made public no later than fourteen days after the meeting.
    1. All Board meetings are open for attendance by members, but they do not have the right to vote.
    2. The Board may fully or partially close meetings when dealing with sensitive topics.
    3. Voting at Board meetings is decided by simple majority.
  6. Decisions are made by a quorum with at least three (3) Board members present.
  7. The Board shall determine its own rules of procedure and may create subcommittees.
  8. If an ordinary member resigns, the remaining Board appoints one of the alternates.
  9. The Board must assign members tasks such as PR, event coordination, and upkeep/maintenance of assets.

7. Finances, Budget, and Accounts

  1. The financial year runs from 1 January to 31 December.
  2. The Board is responsible for budget and accounts, accountable to the General Assembly.
  3. Accounts are kept by the Treasurer.
  4. The Association shall have an association account (Danish “foreningskonto”).
  5. Accounts are audited by the Auditor elected at the General Assembly.
    1. The Auditor must not be a Board member.

8. Power to bind the Association

  1. The Association is bound by the signatures of the Chairman and two (2) other Board members.
    1. When raising loans or selling property exceeding DKK 9,000, all Board members must sign.
  2. The Treasurer may veto financial decisions deemed unsustainable.

9. Limitations of liability

  1. The Association is only liable with its assets; members and Board have no personal liability.

10. Agreements

  1. Formulation and wording of proposals for amendments may be changed by the General Assembly as long as the changes do not materially alter the proposal.
    1. Amendments take effect after the General Assembly where accepted.

11. Termination

  1. Dissolution requires a two-thirds majority at two consecutive General Assemblies, one of which must be ordinary.
  2. Remaining assets are transferred to charitable associations per General Assembly decision.

12. Official Communication

  1. Private matters between members and the Board are via e-mail.
  2. Public communication is hosted on the social platform, as detailed in the Terms of Membership.
  3. All membership rights or conflict communication must occur via official channels.
  4. The Board shall answer emails within 5–10 business days.
  5. The Board is responsible for maintaining a pleasant environment on the social platform.

13. Annexes

  1. The Board shall inform members of any changes or updates to annexes via the official communication channel (email) within a reasonable time after the change.
  2. The following annexes are referenced by the Articles of Association:
    1. Annex 1: Terms of Membership — Governs member rights and obligations as part of the makerspace.
    2. Annex 2: Makerspace Layout — Description of the makerspace layout and usage guide to be followed by board and members.
    3. Annex 3: Liability Waiver — Document concerning member safety on the premises.
    4. Annex 4: Cookie and Privacy Policy — Document regarding handling of private data by the garage as part of administrative operations.
    5. Additional Annexes — Any additional annexes approved by the Board or General Assembly.