Articles of Association

§1. Erhvervsuddannelsescenter Syd (hereinafter referred to as EUC Syd) is an independent institution located in Sønderborg Municipality, Region of Southern Denmark, and is governed by the Act on Institutions for Vocational Education and Training.

The institution’s CVR number is 35891013.

Subsection 2. The provisions in Chapter 2 on disqualification and Chapter 8 on confidentiality, etc., of the Danish Public Administration Act apply to the Board, the Head, and other employees of the institution.

§2. The institution was established through mergers of the technical schools in Aabenraa, Sønderborg, Haderslev, and Tønder, and most recently, on 1 January 2003, by merging the southern part of AMU Syd with the former EUC Syd.

On 1 January 2011, the institution’s business academy activities were spun off from EUC Syd to become Business Academy SouthWest.

§3. In accordance with legislation, the institution's purpose is to provide basic and continuing vocational education and training as well as other types of education and teaching.

The institution offers:

• Vocational education and training (VET)
• Labour market training (AMU)
• Training centres
• Related education primarily in the technical field
• Higher Technical Examination (HTX)
• International Baccalaureate

Subsection 2. In connection with the programmes it is authorised to offer, cf. subsection 1, the institution may carry out income-generating activities in accordance with applicable budget guidelines and the rules set by the Minister for Education.

Subsection 3. The institution may also develop and carry out labour market-related initiatives in connection with the programmes mentioned in subsection 1.

Subsection 4. The institution's purpose also includes operating student boarding facilities (school accommodation) in accordance with §18, subsection 1, of the Act on Institutions for Vocational Education and Training.

Subsection 5. The institution may also, based on a written agreement, carry out specific administrative tasks for other educational institutions pursuant to §33a of the Act on Institutions for Vocational Education and Training.

§4. The institution is governed by a board of 14 members, 2 of whom are non-voting members. Voting members must be of legal age.

Subsection 2. The Board is composed as follows:

1. 10 external members:
   
   1.  Employer representatives:
      • 4 members appointed by the Confederation of Danish Industry (DI)
   2. Employee representatives:
      • 1 member appointed by the Construction, Building and Woodworkers’ Union (BAT)
      • 1 member appointed by Danish Metal
      • 1 member appointed by 3F – United Federation of Danish Workers
      • 1 member appointed by NNF – Food Workers' Union
   3. Municipal representative:
      
      • 1 member jointly appointed by the municipal councils of Sønderborg, Tønder, Aabenraa, and Haderslev Municipalities.
      • Preferably, this member should be a mayor or council member of one of the mentioned municipalities.
   4. 1 member specifically appointed from the University of Southern Denmark (SDU).
2. 1 voting and 1 non-voting member appointed by the Student Council from among the institution’s students.
   The Student Council decides which member, who must be at least 18 years old, holds voting rights.
3. 1 voting and 1 non-voting member elected by and among the institution’s employees.
   The employees decide who holds voting rights.

Subsection 3. The Board should aim for a balanced representation of women and men wherever possible.

Subsection 4. Employees and students at the institution may not be appointed as external board members under subsection 2, item 1. The same applies to persons in management positions or administrative roles at other institutions for vocational education.

Subsection 5. The institution's Head, cf. §15, serves as Secretary to the Board and attends meetings without voting rights.

§5. The Board members shall, through their experience and professional knowledge of education and labour market needs, contribute to advancing the institution's strategic direction.

Subsection 2. External members are appointed in their personal capacity and shall collectively possess experience in educational development, quality assurance, management, organisation, and finance, including budget and accounts assessment and education quality.

§6. The term of office for the Board is four years, starting on the first 1 May following municipal elections.

Subsection 2. Reappointment is permitted.

Subsection 3. If a member no longer meets the requirements for Board membership, cf. §5, subsections 7 and 8 of the Act on Institutions for Vocational Education and Training, the member must immediately resign. The appointing authority shall promptly appoint a replacement for the remainder of the term.

Subsection 4. If an employee or student no longer meets the eligibility criteria for Board membership, the membership ends immediately. A replacement must be appointed by the appropriate authority for the remainder of the term.

§7. The Board has overall responsibility for the management of the institution.

Subsection 2. Based on recommendations from the Head, the Board determines the institution’s goals and strategy for its educational programmes and related activities in both the short and long term. It also approves the annual operational plan, the budget, and the financial accounts.

Subsection 3. The Board shall work to ensure that the institution offers educational, advisory, and other service activities that meet the needs of students and companies for vocational basic and continuing education to the greatest extent possible. Based on recommendations from the Head, the Board decides on the range of recognised educational programmes the institution offers and initiates other educational activities within the institution’s purpose, cf. §3, including income-generating activities.

§8. The Board is accountable to the Ministry of Education for the institution’s operations, including the administration of public funding.

Subsection 2. Board members are not personally liable for the institution’s financial obligations. General Danish liability law applies to Board members.

§9. The Board shall manage the institution’s funds to best support its purpose. Within this purpose and the legal framework, the Board is free to allocate state subsidies and other income.

Subsection 2. Except for necessary cash holdings, the institution’s funds must be invested in accordance with §11, subsections 3 and 4 of the Act on Institutions for Vocational Education and Training.

Subsection 3. All securities owned by the institution must be registered in the institution’s name.

§10. The Board hires and dismisses the Head of the institution. Other staff are hired and dismissed by the Board upon the recommendation of the Head, cf. however §14, subsection 3.

Subsection 2. The Board shall follow rules set or agreed by the Minister of Finance regarding salaries and employment conditions, including pensions, for staff at the institution.

§11. The Board appoints the institution’s internal auditor and may change the auditor, in compliance with §26, subsection 3, second sentence, and §27 of the Act on Institutions for Vocational Education and Training.

Subsection 2. The Board must notify the Ministry of Education and the National Audit Office about the appointed internal auditor and any changes thereof.

§12. The Board elects a Chair and Vice-Chair from among the external members, cf. §4, subsection 2, no. 1.

Subsection 2. The Chair – or in their absence, the Vice-Chair – convenes and chairs Board meetings. At least four meetings must be held annually. A meeting must also be convened if requested by at least two Board members.

Subsection 3. The Board can make decisions when at least half of the voting members are present. Decisions are made by simple majority, cf. however subsection 4. In the event of a tie, the Chair’s (or Vice-Chair’s in their absence) vote is decisive.

Subsection 4. To decide on amendments to the Articles of Association, acquisition, sale, or mortgaging of real estate, mergers, demergers, or closure, at least two-thirds of all voting Board members must vote in favour.

Subsection 5. Board decisions must be recorded in minutes signed by all members. A member disagreeing with a decision may have their opinion included in the minutes.

§13. Board members may receive separate remuneration according to rules set by the Ministry of Education.

Subsection 2. Travel and other expenses related to Board duties are covered by the institution following state travel reimbursement regulations.

§14. The Board sets rules of procedure and instructions for its operations. These must at a minimum define:

• Guidelines for division of responsibilities between the Board and the Head, including any delegation options
• Procedures for decisions on administration, including accounting, internal controls, IT, organisation, budgeting, and HR policy
• Procedures for obtaining information necessary for the Board’s work and discussions of its competence profile
• Procedures for follow-up on plans, evaluations, reports on educational results, budgets, liquidity, activities, funding, and cash flow
• Procedures for audit protocols, etc.
• Procedures for review of interim accounts during the fiscal year, including budget assessments and deviations
• Procedures for obtaining the information needed for audit purposes

Subsection 2. If the Board establishes an executive committee, the rules for its formation, composition, and function must be defined in the rules of procedure.
The executive committee cannot be granted decision-making authority on matters reserved for the full Board.

Subsection 3. The Board may authorise the Head to exercise Board powers to a defined extent and under Board responsibility, unless concerning duties that must be carried out by the Board itself.

§15. The Head of the institution is responsible for the institution’s daily operations and reports to the Board.

Subsection 2. Following Board guidelines, the Head must annually submit a written report to the Board on the previous year’s activities, the upcoming year’s budget proposal, and plans for educational activities and related initiatives.

§16. The institution is jointly represented by the Chair of the Board and the Head, or by one of them together with the Vice-Chair.

§17. The institution’s financial year follows the calendar year.

Subsection 2. The institution’s accounts are audited by the National Audit Office in accordance with §2, subsection 1 of the Act on State Accounts Auditing. The Minister of Education and the National Auditor may agree under §9 of the same Act to assign auditing tasks in cooperation with the internal auditor referred to in §11.

Subsection 3. At the end of the financial year, the institution prepares an annual report in accordance with rules set by the Minister of Education. Accounting must follow the Minister’s guidelines and an accounting manual approved by the Board.

Subsection 4. The annual report must be signed by all Board members and the Head. Upon submission, each Board member must declare on oath that they meet the requirements to serve, cf. §5, subsections 7 and 8 of the Act.

§18. If the Ministry of Education revokes the institution’s approval under §2 of the Act, the institution must be dissolved.

Subsection 2. Dissolution in other cases requires a majority of at least two-thirds of all voting Board members and approval by the Ministry of Education, cf. §2, subsection 3 of the Act.

Subsection 3. Upon dissolution, liquidation is managed by a committee of three appointed by the Board. The Board remains active until the committee is formed.

§19. The net assets of EUC Syd as of 31 December 1990 were calculated at DKK 85.840 million, and the net assets of the separated part of AMU Syd (formerly AMU Sønderjylland) as of 31 December 1993 at DKK 3.692 million.

Subsection 2. A separate register is kept for gifts in the form of personal property, real estate, or grants for real estate. Personal property includes furniture, equipment, art objects, etc.

Subsection 3. Upon liquidation, net assets will be allocated as follows:

• Assets listed in subsection 1, along with gifts given from 1 January 1991 (and for AMU Syd’s southern part from 1 January 2004), shall be used for educational purposes, subject to approval by the Ministry and in consultation with the municipal councils of Sønderborg, Tønder, Aabenraa, and Haderslev.
• Remaining assets shall be used for educational purposes as determined by the Ministry of Education.

Subsection 4. Donated assets are valued at current market value, excluding public-funded improvements. Donor conditions should be respected where possible.

§20. These Articles of Association enter into force upon approval at the Board meeting on 28 September 2023.

The current Board continues until the end of its term in accordance with the previous Articles of Association, after which a new Board takes office as described in Chapter 2. The Board thus consists of 14 members, including 2 without voting rights.

Approved at the Board meeting on 28 September 2023.