Bylaws

STATUTES OF THE LINX ASSOCIATION

1. Name
1.1 The name of the association is “Foreningen LINX” (the “Association”). The Association may also
operate under the names “LINX” or “the LINX Association.”

2. Residence
2.1 The Association is domiciled in the municipality of Copenhagen.

3. Purpose, Vision, and Objectives
3.1 The Association is a nonprofit organization.
3.2 The Association’s primary purpose is to facilitate materials innovations and sustainable solutions
across relevant industrial sectors by helping companies access advanced materials science,
processes, and tools, including advanced neutron and X-ray techniques.
3.3 The Association’s principal vision is to serve as a focal point for creating commercial value through
innovative materials science and process solutions, and to assist in the green transition across
relevant industrial sectors.
3.4 The Association’s main activities shall concern:
3.4.1 Facilitating the sharing of knowledge and know-how in materials science between expert/scientific
environments and companies.
3.4.2 Project management and coordination
3.4.3 Member-to-member communication and networking
3.4.4 Aggregation of relevant information on the use of advanced materials science, including
X-ray and neutron technology
3.4.5 Collaboration with external interest groups and stakeholders
3.4.6 Activities creating and increasing awareness about materials science, including X-ray and
neutron technology
3.4.7 Coordinated access to experimental facilities
3.5 The work and activities of the Association are (in addition to membership fees) also to be co-financed by:
3.5.1 external grants and sponsorships.

4. Membership
4.1 Membership shall be available to the following types of members:
4.1.1 Ordinary Members
4.1.1.1 The following are accepted as Ordinary Members: companies, foundations,
RTOs/GTSs (Approved Technology Service Companies), educational and other public
institutions, the Regions, municipalities, local business support offices (Erhvervsråd), etc.
if they wish to engage in the activities of the Association.
4.1.l.2 Upon joining the Association, Ordinary Members will be assigned to one of the
following groups:
4.1.l.2.1. Industry Members
4.1.l.2.2. Educational Members
4.1.l.2.3. Public and Interest Members
4.2 Supporting Members
4.2.1.1 As a Supporting Member, the following are accepted: private individuals, including PhD
students, if they wish to participate in the Association’s activities.
4.3 The Board of Directors shall decide whether the conditions for membership are met.
4.4 The Board of Directors may expel a member if the member violates the bylaws or the ethical code
of conduct of the Association or if the member fails to pay the membership fee. Expulsion under this
provision requires a unanimous decision by the Board. Such a decision may be appealed at the next general
meeting.
4.5 A member may terminate their membership (i) by giving three full months’ written
notice to the Association’s secretary, or (ii) effective as of the due date of the increased fee if the
Association increases the membership fee by more than 20%.
4.6 Members are not liable for the Association’s obligations.

5. General meetings
5.1 General rules
5.1.l The highest authority of the Association is the general meeting. The general meeting shall
elect the Board of Directors.
5.1.2 All general meetings shall be held:
5.1.2. 1 in a place decided by theBoard of Directors, and/or
5.1.2.2 by way of electronic equipment if it is duly ensured that the general meeting is
conducted and completed in an adequate and responsible way, including that the
members may participate, speak, and vote, e.g. via Skype. The practical guidance and
instructions for such electronic general meetings will be stated on the Associations
website.
5.1.3 The ordinary general meeting shall be held each year before the end of May.
5.1.4 General meetings shall be convened, – together with information about the agenda, by the
chairman of the Board of Directors or two members of the Board of Directors together,
with at least two weeks’ notice and a maximum of four weeks’ notice by;
5.1.4. l e-mail to the e-mail address provided by each member, and
5.1.4.2 on the Associations website.
5.1.5 The notice, cf. clause 5.1.4 shall state the time and place for the general meeting and if an
amendment of the Associations statutes is proposed, the main content of the proposal
shall be stated in the notice.
5.1.6 Proposals from the members to be included on the agenda of the general meetings shall
be received by the Chairman of the Board of Directors at least one week after receiving
the notification in clause 5.1.4.
5.1.7 Extraordinary general meetingsshall be convened by the Board of Directorsif the
Associations auditor or 1/10 of the Associations members has demanded it. Such
extraordinary meeting shall be held at the latest one month after the demand has been
send to the Board of Directors.
5.2 Agenda for the ordinary general meetings
5.2.l The agenda for the ordinary general meetings shall at least include the following:
5.2.l. l The Board of Directors election of the meetings chairperson
5.2.1.2 Election of the meetings minute taker
5.2.l .3 Report from Management and the Chairman of the Board of Directors
5.2.1.4 Reports from committees regarding projects, if relevant, by their chairpersons
5.2.l .5 Consideration of proposals received duty from members
5.2.1.6 Presentation and approval of the audited accounts
5.2.1.7 Presentation of budget
5.2.l .8 Decision on membership fees
5.2.1.9 Election of the Board of Directors, cf. clause 6
5.2.1.10 Election of the Association’s auditor
5.2.1.11 Other proposals.
5.3 Agenda for extraordinary general meetings
5.3.1 The agenda for the extraordinary general meetings shall at least include the following:
5.3.1.1 The Board of Directors election of the meetings chairperson
5.3.1.2 Election of the meetings minute taker
5.3.1.3 Consideration of the proposal which has caused the extraordinary general meeting
5.3.1.4 Other Proposals
5.4 All members of the Association have the right to demand that a specific proposal is on the agenda
on a general meeting, but only if the proposal in due time and in writing is sent to the chairman of
the Board of Directors so that the proposal can be added to the agenda.
5.5 Voting rights and other resolutions
5.5.l Ordinary Members have one vote each, if duly registered as a member of the Association.
5.5.2 Supporting members are not entitled to vote.
5.5.3 All decisions on general meetings, shall be passed by a simple majority of votes, except
for decisions regarding amendment of the Associations statutes, which only can be
resolved if (i) 2/3 of the members entitled to vote, and (ii) 2/3 of the Board of Directors,
votes in favor of the proposal to change the statutes.
5.5.4 A report of the general meeting shall be recorded in the Associations minutes of
proceedings to be signed by the chairperson of the meeting.
5.5.5 The general meeting is competent to transact businessregardless how many members that
are represented at the general meeting.
5.5.6 All members can be represented by a senior employee or authorize a representative, who
may vote on behalf of the member pursuant to a written and dated Power of Attorney
given for no more than one year.

6. The Board of Directors
6.1 The Board of Directors shall lead the Association’s activities between general meetings and shall
be accountable to the general meeting.
6.2 The Board is responsible for the overall and strategic management of the Association’s business,
including risk management and internal controls. The Board of Directors consists of the board members
elected at the general meeting. The Board of Directors is responsible for ensuring that the management and the
Association’s secretary act in accordance with the guidelines and instructions provided by the Board of
Directors from time to time.
6.3 The Board of Directors consists of 5–12 members, including the chairman of the Board of Directors
and a vice chairman. The vice chairman shall act as a substitute for the chairman. All board members
are appointed by the ordinary general meeting by a simple majority of votes. Board members are
appointed for a one-year term, but may be reappointed. The Board of Directors elects the chairman
of the Board of Directors by a simple majority of votes.
6.4 Board meetings shall be held at least four times annually or more frequently if so determined by the
Board of Directors. One meeting shall be held in connection with the adoption of the annual report.
6.5 The Board of Directors constitutes a quorum when at least two-thirds of the Board members are present.
In case of absence, a board member may grant another board member a power of attorney to vote on
his or her behalf.
6.5.1 For the Board of Directors to pass a resolution, the vote of a simple majority of the members’
present is required. In the event of a tie, the chairman shall have the deciding vote.
6.6 The business transacted at the meetings of the Board of Directors shall be recorded in a minute book to
be signed by all members of the Board of Directors.
6.7 The Board of Directors may specify other rules of procedure for the work of the Board of Directors.

7. The Management-
7.1 The Board of Directors appoints the Chief Executive Officer (“CEO”). The CEO is responsible for the
Association’s organization and day-to-day operations.

8. Advisory Boards
8.1 The Board of Directors may appoint one or more Advisory Boards, composed of external
experts and representatives from relevant organizations.
8.2 The Board of Directors determines the Advisory Board’s tasks and organization.
8.3 Members of the Board of Directors and employees of the Association may also serve as members of an
Advisory Board.
8.4 The purpose of an Advisory Board is to provide advice and guidance to the Board of Directors. The
Advisory Board has no decision-making authority.

9. Committees
9.1 The Board of Directors may establish committees for specific projects and determine their terms of reference.
9.2 The Association’s objectives are often achieved through projects that the Board of Directors
chooses to establish or participate in.
9.3 It is the Board of Directors’ responsibility to ensure that the Association can report and present sufficient project
accounts on time, and that the Association complies with the agreed terms and conditions for the
projects. For day-to-day operations, this responsibility is managed by the CEO.

10. Administration
10.1 Management is authorized to delegate administrative, project management, and other tasks.

11. Membership Fees
11.1 The membership fee is determined by the general meeting.
11.2 The membership fee may vary depending on the type of membership.
11.3 Membership fees will be collected by the Association’s administration. Membership fees will be
collected no later than 30 days after January 1 of each year, and for the first time no later than 30 days after January 1
of 2017.
11.4 If a member registers during the first six months of a year, the member shall pay the full membership
fee. If a member registers during the last six months of a year, the member shall pay half of the
membership fee.
11.5 The membership fees in effect at any given time will be listed on the Association’s website.
11.6 All membership fees are used solely for the operation of the Association.

12. Authority to bind the Association and right of disposal
12.1 The Association shall be bound by the signatures of either:
12.1.1 the chairman or the vice chairman of the Board of Directors together with the CEO, or
12.1.2 three members of the Board of Directors acting jointly, or
12.1.3 the chairman of the Board of Directors together with another member of the Board of
Directors.

13. Auditor and Fiscal Year
13.1 Auditor
13.1.1 The auditor approves and signs the annual accounts and issues an auditor’s report. The auditor
shall be a state-authorized public accountant.
13.1.2 Within four (4) weeks after the end of the fiscal year, the auditors must have access to all
documentation necessary to form the basis of their report.
13.1.3 The auditors have the right to access all documents of the Board and the Association and
to attend all Board of Directors’ meetings and general meetings.
13.2 Fiscal Year
13.2.1 The Association’s fiscal year runs from January 1 to December 31.

14. Dissolution
14.1 A decision to dissolve the Association requires that at least 3/4 of the members be present at
the general meeting and that the resolution be adopted by at least 3/4 of the votes cast. Blank and invalid
votes will be considered not to have been cast and will not be counted. Should 3/4 of the members not be present
at the general meeting, but the proposal is adopted by 3/4 of the votes represented, the Board of
Directors will convene an extraordinary general meeting at which the proposal can be adopted by
3/4 of the votes cast.
14.2 In the event of dissolution, the Association’s assets will be used in accordance with the Association’s
objectives or for other charitable purposes. The general meeting will decide on the specific use of the
assets.
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As adopted at the ordinary general meeting on May 23, 2024.
As chair of the extraordinary general meeting: