Articles of Association

ARTICLES OF ASSOCIATION OF THE INDEPENDENT INSTITUTION SKT. JOSEF’S SCHOOL

I. NAME, LOCATION AND FOUNDING YEAR OF SKT. JOSEF’S SCHOOL

§ 1.

The school’s name is ‘The Independent Institution of Skt. Josef's School’. The school was established in 1904.

Section 2. Skt. Josef's School is situated in Roskilde municipality. The address is Frederiksborgvej 10-12, 4000 Roskilde.

Section 3. Since 1964 Skt. Josef's School has been an independent institution by decree of the Catholic church in Denmark. Skt. Josef's School CVR number (VAT identification) is: 42357618.

II. ORGANISATION AND OPERATION OF SKT. JOSEF’S SCHOOL

§ 2.

Skt. Josef's School is an independent educational institution.

Section 2. Skt. Josef's School consists of several sections: the Danish Department, the International Department, nursery school (Børnehaven) and After School Care (SFO). The following terms will be used in the Articles of Association:

• Skt. Josef's School means the entire operation of the independent institution.

• School means the part of Skt. Josef's School which includes the Danish and the International Department, as well as the After School Care (SFO).

• Nursery school (Børnehaven) means the nursery school department.

The operation of the school is carried out by means of public subsidies to the school and by own resources, including school fees for students attending the school, SFO-fees, and possibly by contribution of others. The nursery school (Børnehaven) is run by municipal subsidies and by parental contribution for day care in accordance with the Day Care Act.

Section 3. The school’s public subsidies may be used exclusively for the school’s educational and teaching activities. The public subsidies of the Børnehaven may be used exclusively for the benefit of the nursery school.

Section 4. Any potential surplus from Skt. Josef's School’s operation will go to Skt. Josef's School.

Section 5. Contribution to Skt. Josef's School does not entitle the contributor to any part of assets of Skt. Josef's School or to profits of any kind.

Section 6. Skt. Josef's School’s funds shall be invested in accordance with the provisions of the Act on Independent Schools and Private Schools and shall not be placed in accounts or similar held by anyone other than Skt. Josef's School.

III. OBJECT OF SKT. JOSEF’S SCHOOL

§ 3.

Skt. Josef's School bases their entire work on the Catholic-Christian view of life and humanity, and aims as their distinctive feature to create a value-based environment for staff and children alike where the Gospel’s spirit of freedom and love is lived.

Section 2. At Skt. Josef's School, we create a setting in which the individual’s understanding of Christianity can grow, and the individual’s faith can develop and mature.

Section 3. Skt. Josef's School is aware of its ecumenical mission.

Section 4. Skt. Josef's School strives to form and educate children and students for democracy and equality as a way of life.

Section 5. At Skt. Josef's School, children and students are free to develop their abilities and special talents for the benefit of the individual and the community.

Section 6. Skt. Josef's School aims to strengthen the courage of children and students to make ethical choices.

Section 7. The school aims to prepare children and students to live in a free and democratic society such as Denmark, and to develop and strengthen students' democratic education, their knowledge of, and respect for fundamental civil and human rights, including gender equality. Skt. Josef's School is independent in their work.

Section 8. The purpose of Skt. Josef's School is to run a private school in accordance with the applicable legislation on independent and private schools, and to run a nursery school in accordance with the applicable legislation on private day care facilities (cf. Appendix 1).

The school provides education in Børnehaveklasse (Danish 0. klasse) and 1st to 9th grade. The school may also include a 1-year education at 10th grade and an after school care programme.

Section 9. The school must provide an education which is equivalent to that generally received in public schools.

The school can further offer teaching in English by the school's International Department.

Section 10. Detailed comments on the objectives of the school may be included in the appendices to these articles.

IV. DUTIES OF THE BOARD

§ 4.

The board of Skt. Josef's School is responsible for the overall management of Skt. Josef's School and for ensuring that its mission and values are adhered to.

Section 2. The board is in charge of Skt. Josef's School’s finances and operations.

Section 3. The board is in charge of the hiring and dismissal of the school principal and other personnel of Skt. Josef's School. The board may transfer their right to employ and dismiss other personnel of Skt. Josef's School to the school principal. For employment in the nursery school, specific rules on recruitment and participation in the recruitment process apply in accordance with the applicable legislation (cf. Appendix 1).

Section 4. The board determines the amount of the school fees and of the parental contribution for the after school care programme.

Section 5. The board determines the amount of the parental contribution for the nursery school (Børnehaven).

Section 6. The board decides on the purchase, sale and mortgaging of real estate; such decisions require the agreement of at least 5 members of the board.

Section 7. The board decides on the amendment of the Articles of Association of Skt. Josef's School (cf. § 13).

Section 8. Beyond the cases in which the school board is required by law to arrange for the liquidation of Skt. Josef's School, the board decides on the closure of Skt. Josef's School (cf. § 14).

Section 9. The board also decides on any other matter concerning Skt. Josef's School, which the board wishes to decide. Special rules apply to decisions concerning the nursery school (Børnehaven), which are to be taken in accordance with the applicable legislation on private day care facilities (cf. Appendix 1).

Section 10. The school board is to prepare and sign minutes of its decisions. Any grounds of disqualification must be recorded in the minutes. Board members who have not been present must endorse decisions with their signature.

Section 11. The school board ensures that the operation of the school is in accordance with the law in force, and in the event of any inconsistency between the law and the wording of the Articles, the board is to follow the law, respecting the Catholic Church at all times.

§ 5.

The members of the school board are responsible for all interests of the Skt. Josef's School, and in the performance of their duties they are independent and not subject to the decisions of organisations, associations, institutions or higher bodies which have appointed or elected them.

Section 2. The members of the board are not personally liable for Skt. Josef's School.

Section 3. For the performance of their duties as members of the board or for any other duties at the school, members of the school board may not receive fees or similar payments from Skt. Josef's School’s funds.

Section 4. Members of the school board are subject to the provisions of chapters 2 and 8 of the Danish Administrative Code on Ineligibility and Professional Secrecy. Any member who no longer complies with the applicable rules on ineligibility will have to resign immediately from the school board.

Section 5. Skt. Josef's School may pay travel expenses to the members of the board in accordance with the laws and regulations in force at the time.

V. COMPOSITION, COMPETENCES AND TERM OF OFFICE OF THE SCHOOL BOARD

§ 6.

The school board consists of 7 members appointed/elected for two-year terms. It consists of:

a. Three members appointed by the Roman Catholic Bishop of Copenhagen, as Skt. Josef's School is originally a donation from the Catholic Church.

b. One member appointed by the parish council of Skt. Laurentii Church in Roskilde.

c. Three members elected by and among the parents of students at the school (Forældrekredsen).

Section 2. A number of alternates for the members of the board, and at least one, are elected by and among the parents of students at the school (cf. § 6, section 1c).

Section 3. Term of office

a. Board members appointed by the Roman Catholic Bishop of Copenhagen (cf. § 6, section 1a) are appointed for 2 years, with 1 member in even years and 2 members in odd years.

b. The board member appointed by the parish council of Skt. Laurentii Church in Roskilde (cf. § 6, section 1b) must be a parent of a student at the school at the time of appointment. If there is no such candidate at the time of appointment, dispensation from § 6, section 3b may be made, so that the parish council of Skt. Laurentii Church in Roskilde may instead appoint a member that is not a parent of a student at the school. The member is appointed in even years for a period of 2 years.

c. Board members elected by and among the parents of students at the school (Forældrekredsen) (cf. § 6, section 1c) are elected for a period of 2 years, with 1 member elected in even years and 2 members in odd years.

Alternates for the members mentioned under § 6, section 1c (cf. § 6, section 2) are elected for one year at a time.

Alternates automatically join the school board if one or more members referred to in § 6, section 1c resign from the board.

Terms of office for all school board members (excluding alternates) begin on 1 October and run for two years to the following 30 September. Members of the school board may not be dismissed during their term of office, except as provided in § 6, section 11.

Section 4. Board members must be of legal age, and at least a majority, including the chairperson, must have a CPR number and registered residence in Denmark.

Section 5. As far as possible, the school board should comprise a balanced number of women and men.

Section 6. Employees of Skt. Josef's School cannot be members of the board.

Section 7. Employees of Skt. Josef's School may only participate in the election of the board of the parents association (Forældrekredsen) and thereby in the election of members (cf. § 6, section 1c) of the Skt. Josef's School’s board, provided they are also parents of pupils at the school.

Section 8. A board member must resign from the school board immediately if they no longer meet the conditions for membership of the board, as laid down in Section 5 of the Act on Independent Schools and Private Schools or in the Articles of Association.

Section 9. If a member of the board elected by the parents of the students of the school (Forældrekredsen) resigns during the term of office, the alternate takes office for the remainder of the term. If there is no alternate, a new board member is elected/appointed for the resigning board member’s remaining term of office in accordance with §6, section 1.

Section 10. Board members are not required to resign from the school board during their term of office if their children are dismissed from the school against the parents’ wishes and may complete their term of office on the board even though they do not have children at the school.

Section 11. The parents of the students at the school (Forældrekredsen) may, at a general meeting, remove one or more members of the school board elected in accordance with § 6, section 1c during the term of office, provided that the agenda of the meeting includes an item on the vote on the removal of one or more members of the board and indicating that the removal shall be by a simple majority of votes.

Section 12. The school board appoints its chair and deputy chair. The deputy chair replaces the chairperson in their absence.

Section 13. The school board has a quorum if at least 5 of its members are present in person. The school board’s chairperson may decide to hold meetings electronically by virtual attendance or in writing by e-mail or any other format, including that decisions are taken electronically in a sound manner.

Section 14. The school board reaches its decisions by simple majority of the votes of those present, unless the Articles require a qualified majority. Voting can be conducted only in person at physical meetings. In case of electronic voting, personal identification must be ensured. In the event of a tied vote, the chairperson – and in their absence the deputy chairperson – will have the casting vote.

Section 15. The school board’s chairperson may decide that the management of Skt. Josef's School, i.e. the principal and vice principal, and, where appropriate, heads of department, as well as a representative of the staff may attend meetings of the board without voting rights. When dealing with individual cases concerning persons within the management of Skt. Josef's School, the school board may suspend the attendance of one, several, or all of the persons concerned.

Section 16. The school board adopts rules of procedure, which shall at least include provisions on how to convene meetings of the school board.

VI. SKT. JOSEF’S SCHOOL HEAD AND OTHER PERSONNEL

§ 7.

The head of Skt. Josef's School is in charge of the day-to-day pedagogical management of Skt. Josef's School and its daily operations in compliance with the decisions of the school board. Skt. Josef's School’s principal may delegate the day-to-day management of individual departments. For the management of the nursery school, special rules apply to the cooperation with the nursery school’s head and the parents council of the nursery school (cf. Appendix 1).

Section 2. The principal of Skt. Josef's School ensures that the daily operations of Skt. Josef's School are sound and in accordance with the applicable rules and conditions.

Section 3. Head and other personnel of Skt. Josef's School are subject to the provisions of the Administrative Code on Ineligibility and Confidentiality.

VII. OBJECT OF JOSEF’S SCHOOL PARENTS (FORÆLDREKREDSEN) AND PARENTS’ RIGHTS

§ 8.

The parents of the students at Skt. Josef's School form the Forældrekredsen (parent association). All parents are automatically members of the Forældrekredsen. The parents of the children at Skt. Josef's School elect the Forældrekredsen Board, for which a separate set of articles has been established. The Forældrekredsen Board works to promote the best possible cooperation between school, students, children, and parents.

Section 2. Parental rights under the statutes and the law are vested in the person(s) who has custody of the child/student or who has the child/student in care, with the exception that the person(s) who has the child/student in care cannot decide on the start or duration/termination of schooling.

Section 3. Skt. Josef's School keeps a list of those who have registered as members of the Forældrekredsen. The list will be amended only following a substantiated written request – supported by documentary evidence if necessary – followed by appropriate notification to the person(s) to be included or removed, it being noted that holders of custody rights are always entitled to exercise their rights regardless of whether they are included in the list.

§ 9.

The annual general meeting of the Forældrekredsen is held every year at Skt. Josef's School or another place in the municipality of origin before the end of September.

Section 2. The Forældrekredsen Board convenes the general meeting by ordinary letter, e-mail or other secure means of transmission with at least 14 days' notice and stating the agenda.

Section 3. The notice convening an ordinary general meeting shall include at least the following agenda:

1. Election of the director

2. Report of the board of directors

3. Presentation of the audited and approved annual report for information and the adopted budget for the coming year for information

4. Report of the supervisor

5. Elections

a. of members of the Forældrekredsen Board who are also members of the school board in accordance with § 6, section 1c and §6, section 3c.

b. of a member of the Forældrekredsen Board who is also an alternate member of the school board.

c. of remaining members of the Forældrekredsen Board

d. of alternate members of the Forældrekredsen Board

e. of supervisors

f. of auditors

6. Consideration of proposals received

7. Any other matters

Section 4. Proposals to be discussed at the ordinary general meeting must be received by the board at least 7 days before the general meeting.

Section 5. Every member has one vote. Power of attorney can only be given to a person with whom you have joint custody of a child at the school.

Section 6. Employees of Skt. Josef's School and candidates for the board or the position of supervisor may not hold office as chair of the Forældrekredsen meetings.

Section 7. The quorum for the general meeting is independent of the number of members present. Decisions at the general meeting are reached by simple majority of the votes.

Section 8. The parents association decides whether persons outside the Forældrekredsen may attend general meetings and, if so, which persons. The management of Skt. Josef's School have the right to attend and speak at meetings of the Forældrekredsen.

Section 9. Voting is by show of hands. At the request of a single member of the Forældrekredsen, votes shall be secret and in writing. In the case of elections to the board, the chairperson decides on the voting procedure. Board members are eligible for re-election.

Section 10. An extraordinary general meeting is held whenever the Forældrekredsen Board decides this. Furthermore, the Forældrekredsen Board convenes an extraordinary general meeting whenever at least 75 members of the Forældrekredsen request this in writing, stating the agenda. The notice is to be given in the same way as for an ordinary general meeting. The extraordinary general meeting must be held within 4 weeks after the board has received a written request.

Section 11. Minutes are to be kept of the proceedings of general meetings. The minutes must be signed by the chairperson and published on the website of Skt. Josef's School within 14 working days of the meeting. Objections to the minutes must be sent to the chair of the Forældrekredsen within 21 working days of the general meeting and published on the website of Skt. Josef's School.

VIII. ANNUAL REPORT AND PARENTS AND STAFF'S RIGHT OF ACCESS TO BUDGETS, ANNUAL REPORTS AND AUDIT REPORTS

§ 10.

The board is responsible for the yearly preparation of an annual report in accordance with the applicable rules. The annual report is subject to appropriate audit by an auditor selected by the board.

§ 11.

On request, members of the Forældrekredsen and employees of the school have the right to view the budgets and accounts approved by the board and the minutes of the audit. However, there is no right of access to information that is covered by the secrecy rules of the Administrative Code or that is protected under the GDPR. The school board may extend this right to other persons.

IX. SIGNING AUTHORITY

§ 12.

Signatories of Skt. Josef's School are the chair and deputy chair of the board together, or one of the two together with the head of Skt. Josef's School, or the entire school board.

Section 2. The signing authority may not be delegated, and no power of attorney may be granted, except to the head of school.

Section 3. Purchase, sale and mortgaging of the school's real estate is to be signed by at least 5 members of Skt. Josef's School’s board.

X. AMENDMENT OF ARTICLES OF ASSOCIATION OF SKT. JOSEF’S SCHOOL

§ 13.

The school board decides on amendments to these articles by a simple majority.

Section 2. Amendments to these statutes shall be valid only if they

1. include the names of the chairperson and the deputy chairperson of the board,

2. are signed by all members of the board,

3. state the names and addresses of the members of the board in legible characters, e.g., in typescript, and

4. are published on the website of Skt. Josef's School, indicating when the amendments were published and when they were adopted by the school board.

Section 3. The amendment of the statutes of Skt. Josef's School regarding its object, the composition of the school board, the amendment of the statutes, and the discontinuation of Skt. Josef's School is only valid if it is approved by 4/5 of the entire school board. With regards to the amendment of the object and the composition of the school board, the amendment of the statutes is only valid if also approved by the Catholic Bishop of Copenhagen.

Section 4. As far as the amendment of the statutes is required by the at the time applicable legislation on independent and private schools and for approval as a private institution (Børnehaven), the amendment of the statutes is also subject to the approval of the authority concerned. Roskilde municipality is to be notified of any amendment to the statutes. Amendments that affect the requirements of the nursery school’s (Børnehaven) approval as a private institution must also be approved by Roskilde municipality.

XI. DISCONTINUATIOIN OF SKT. JOSEF’S SCHOOL

§ 14.

Beyond the cases in which the school board is required by law to arrange for the discontinuation of Skt. Josef's School, the board decides on the closure of Skt. Josef's School. The decision of the school board shall be taken at two consecutive meetings of the board, at least 1 but not more than 4 months apart.

Section 2. If Skt. Josef's School ceases to operate as a school according to the purposes of the Act on Independent Schools and Private Schools, it must be closed, or converted if the nursery school is to continue. A voluntary discontinuation of the school must be approved by the Catholic Bishop of Copenhagen.

Section 3. It is the school board’s responsibility to inform the parents of the students at the school (Forældrekredsen) and the parents council of the nursery school (Børnehaven) of the decision on closure and the reasons for it. The information shall be provided immediately after the decision on closure has been taken.

Section 4. It is the school board’s duty to notify the department responsible at the time as well as the students’ municipalities of residency of Skt. Josef's School’s closure.

Section 5. It is the school board’s responsibility to inform the department responsible at the time as well as Roskilde municipality if Skt. Josef's School stops its payments, declares bankruptcy, or if there is any other risk of Skt. Josef's School ceasing to operate.

Section 6. The school board is responsible for preserving Skt. Josef's School’s assets and for ensuring that the financial statement on the occasion of the closure of Skt. Josef's School is carried out in accordance with the applicable rules, and that the net assets of Skt. Josef's School are used in accordance with the statutes and the law.

Section 7. Any surplus funds from the school shall, with the approval of the Minister of Children and Education, be used for school activities or other social and health-promoting purposes for one or more Catholic schools or institutions operating schools supported through the Act on Independent Schools and Private Schools.

Any surplus funds from the nursery school’s (Børnehaven) budget must be used for other social and health-promoting purposes, or for institutions that operate day care services under the Day Care Act.

Section 8. It is the school board’s responsibility to continue operating until the financial settlement of Skt. Josef's School’s assets and liabilities have been completed in accordance with the rules in force, including that Skt. Josef's School’s net assets are used in accordance with the statutes.

The English version of the Articles of Association is a copy of the legally applicable Danish Articles of Association.

Appendix 1 – Børnehaven (nursery school)

The nursery school (Børnehaven) is an independent department of Skt. Josef's School. The nursery school is subject to the regulations applicable to subsidised institutions under the Day Care Act. Accordingly, the following shall apply to the operation and organisation of the nursery, this Annex being an integral part of the statutes of Skt. Josef's School:

1. OPERATION AND ORGANISATION

The nursery school (Børnehaven) has space for 34 children aged 3-6 years and 5 children aged 6 months to 3 years, with the option to flexibility corresponding to 44 spaces. This number can be changed with the agreement of the municipality.

Section 2. The Børnehaven is established as a private institution under the Day Care Act and is operated in accordance with the rules applicable to such institutions in the Day Care Act and other rules applicable to independent institutions:

In line with the object of Skt. Josef's School, the nursery school's purpose is to promote the well-being, education, development and learning of children and young people through a safe and educational learning environment in accordance with the applicable legislation on day care facilities and in accordance with the approval from the municipality.

The operation of the nursery school (Børnehaven) shall be governed in all respects by and in accordance with the laws and regulations in force at any time.

Section 3. The head of Børnehaven is in charge of the pedagogical and administrative management of the nursery school and reports to the head of Skt. Josef's School and its school board, including that the pedagogical work is based solely on the pedagogical curriculum, and that compulsory language assessments and language stimulation are carried out in accordance with the legislation.

Likewise, the board is accountable to the supervisory authority of the nursery school – to the extent required by the applicable law – for ensuring that the finances and operations of the nursery school, including the management of the municipal subsidies, are in accordance with the statutes of Skt. Josef's School and with the applicable laws and other regulations on day care institutions.

Section 4. The rules for enrolling and leaving nursery school and school are published on the website of Skt. Josef's School. Enrolment is by application, as the nursery school of Skt. Josef's School is open to all regardless of parents' ethnicity, political or religious views, disability and the like.

The nursery school’s priority criteria are as follows:

1. priority – siblings of children already attending Skt. Josef's School / children of staff

2. priority – date of registration

The nursery school admits children according to the criteria and taking into account the age of the children and the age distribution within the Børnehaven.

Notice of withdrawal from the nursery school must be given at least 2 months before the 1st or the 15th of a month.

The nursery school may require that a specific form is used.

Section 5. Skt. Josef's School may dismiss a child with one week's notice if the parental payment has not been made by 14 days past the payment deadline, and Skt. Josef's School subsequently sent two written reminders for payment. Furthermore, Skt. Josef's School may also dismiss a child with one week's notice in the event of more serious difficulties regarding the cooperation with the child or parents if two written warnings were given with at least one week's notice.

The policy for such breaches and terminations are available on the school’s website.

Section 6. The nursery school’s opening hours are Monday from 07.00-17.30 and Tuesday to Friday from 07.00-17.15. On weekends and public holidays the Børnehaven is closed.

It is also closed on closed days (Lukkedage). The number of Lukkedage is determined by the board of Skt. Josef's School. Roskilde municipality is to be informed accordingly. The nursery school is obliged to provide alternative care on closed days.

The current opening hours and closed days can be found on the website of Skt. Josef's School.

2. PARENTS COUNCIL OF THE NURSERY SCHOOL (BØRNEHAVEN) – CONSTITUTION AND OPERATION

Election, constitution and decisions

From among the parents of the children at the nursery school a parents council for the Børnehaven is elected in accordance with the applicable legislation, currently § 14 of the Day Care Act.

Section 2. The parents council of the Børnehaven consists of six members. The parents council is constituted at the first meeting after the elections with the election of a chairperson who serves for one year at a time. Elections to the parents council take place every year in September and includes the election of two alternate members.

Section 3. Four members are elected by and from among the parents of children in the institution at a parents' meeting in September each year; parents who are also employees of the nursery school are not eligible but have the right to vote. Members are elected for a two-year term. An alternate member is elected for a one-year term.

One member is elected by and from among the employees of the nursery school.

One member is elected from the management of Skt. Josef's School.

No member may hold a dual role.

Section 4. Decisions of the parents council are taken by qualified majority, meaning a 2/3 majority, and the parents council has a quorum if at least three members are present.

Section 5. The parents council meets at least four times a year. The head of the nursery school (Børnehaven) attends all meetings. A representative of the school management may attend the meetings. The head of nursery school convenes the meetings, draws up a draft agenda and chairs the meetings. Written minutes are taken and published within 14 days of the meeting.

Section 6. The provisions on confidentiality in the Administrative Procedure Act, the Data Protection Act/Data Protection Regulation and the eligibility provisions in the Administrative Procedure Act apply to the parents council, the head and other employees of the nursery school.

The work of the parents council

Section 7. The parents council shall be involved in matters concerning the pedagogical work of the nursery school and shall lay down the principles governing the work of the nursery school to the extent required by the applicable legislation.

Section 8. In accordance with the legislation, the parents council is involved in the preparation, evaluation and follow-up of the pedagogical curriculum. If required, the pedagogical curriculum is published by the head of nursery school together with any assessment of the children’s educational environment. The pedagogical curriculum is presented to Roskilde municipality.

Section 9. The parents council contributes to creating a good transition from home to day care, between day care, from day care to leisure and school, and sets principles for the cooperation between the nursery school and home. These principles are defined in collaboration with the director of nursery school.

Section 10. The parents council may choose not to offer a healthy school lunch.

Section 11. The parents council defines the principles for allocating the budget. The decisions on the implementation of the principles lie with the management of the nursery school and the board.

Section 12. The parents council has the right to nominate and participate in the appointment of the executive director and the right to nominate staff. The parents council is to be informed of dismissals.

The English version of the Articles of Association is a copy of the legally applicable Danish Articles of Association.