Articles of Association for NSGO-CTU (January 1, 2025)
- Name, location and founder
1.1 The name of the foundation is ’Nordisk Selskab for Gynækologisk Onkologis Kliniske Forskningsfond’ or in English: Nordic Society of Gynaecologic Oncology – Clinical Trial Unit.
1.2 The location of the foundation is [Nordic Society of Gynaecological Oncology – Department of Cancer Treatment, 9431 – Rigshospitalet, Copenhagen University Hospital – Blegdamsvej 9, 2100 OE, Copenhagen].
1.3 The foundation is established by Nordic Society of Gynaecologic Oncology (NSGO).
1.4 The foundation is a non-profit organization. - Purpose
2.1 The purpose of the foundation is to manage and support clinical research in gynaecologic cancer. Our primary focus is on developing, initiating, and conducting quality clinical trials within the field of gynaecological oncology contributing to future advances for patients. To achieve this purpose our work include:
• Supporting the design and implementation of clinical studies, including identification of research questions, patient populations, and trial endpoints.
• Supporting design and implementation of non-clinical studies, such as observational studies and basic translational studies, including identification of research questions, patient populations, and trial endpoints.
• Providing funding, operational assistance, and infrastructure for clinical trials.
• Facilitating collaboration among hospitals, research institutions, and healthcare professionals.
• Ensuring compliance with national and international regulatory standards for clinical research.
• Promoting dissemination of research results through publications, conferences, and educational activities.
• Contributing to the training and competence development of researchers and clinicians in the field of gynaecologic oncology.
2.2 The foundation has no subsidiary undertakings. - Foundation Capital
3.1 The foundation capital is the capital contribution from NSGO when the foundation was established in 2006. - Relationship with the Founder
4.1 No special rights or benefits have been granted to the Founder in connection with the establishment of the Foundation.
4.2 The Foundation’s assets may under no circumstances be returned to the Founder. - Foundation Committee
5.1 The Foundation is governed by a Board of Directors consisting of five members. The first NSGO-CTU Foundation Board was appointed by the NSGO Board. The Board is self-perpetuating when appointing new members. The Board of Directors comprises the NSGO President and four national representatives (Denmark, Finland, Norway, Sweden). The President-elect shall be amongst the four National representatives. The other members are selected for clinical/research experience relevant to gynaecological oncology. No restrictions are made as for the age or gender of the representatives.
5.2 Persons who possess knowledge and experience relevant to the purpose of the foundation, including the development and coordination of high‑quality clinical trials in gynaecological cancer, may be appointed as members of the board if they are generally accepted as trustworthy representatives for their respective scientific societies in their countries.
5.3 The Board of Directors shall at all times consist of a majority of independent members, so that the Foundation is governed independently in relation to the Founder. Therefor no other member from the NSGO board but the President and the President Elect can be in the Board of Directors in the Foundation.
5.4 The members of the Board of Directors shall be appointed for a fixed term of 3 years. Reappointment may occur no more than 3 times. The term of appointment shall start and expire immediately after the Significant Annual Meeting at which the annual accounts are approved.
5.5 A member of the Board of Directors shall retire if they no longer hold a working position within a public health institution treating patients with gynaecological cancer.
5.6 In the event that a member resigns before the expiry of the term of appointment, the appointing authority shall promptly appoint a new member for the remainder of the term.
5.7 Amongst the Board of Directors, the President of NSGO holds the role as Chairperson.
5.8 The Board of Directors may also appoint a Vice-Chairperson.
5.9 The Chairperson shall convene meetings of the Board. The Board shall hold meetings as required. Any member of the Board, the Medical Director, or the auditor may request that a meeting of the Board be convened. At every meeting the Board may convene in closed (executive) session for matters reserved exclusively to the Board, from which non-Board members shall be excluded.
5.10 The Board shall be quorate when more than half of its members are present. Decisions of the Board shall be taken by simple majority. In the event of a tie, the Chairperson shall have the casting vote.
5.11 The Board shall keep minutes of its proceedings. The minutes shall be approved by all members present. Any member who disagrees with a decision of the Board shall have the right to have their opinion recorded in the minutes.
5.12 The Board shall adopt rules of procedure specifying in further detail the performance of the Board’s duties. - Directors
6.1 NSGO-CTU is overseen by a Medical Director and, if appointed at the time, by a Deputy Medical Director and/or an International Trial Lead.
6.2 The Medical Director and, if appointed at the time, by a Deputy Medical Director and/or an International Trial Lead are accountable to the NSGO-CTU Foundation Committee.
6.3 The Medical Director is appointed for three-year terms and may be reappointed indefinitely in the best interest of the Foundation and NSGO-CTU.
6.4 The Medical Director shall be entitled to attend and speak at meetings of the Board of Directors, without possessing any voting rights. The Board may, in specific instances, determine otherwise regarding the Medical Director’s participation in Board meetings. - Significant Annual Meeting
7.1 The Foundation shall hold a Significant Board meeting (the annual financial statements meeting) each year before 30 March at which the Board shall approve the Foundation’s annual report for the most recent financial year.
7.2 The meeting shall be held in the municipality where the Foundation has its registered office or at another location in one of the Nordic countries as determined by the Board.
7.3 The agenda for the annual financial statements meeting shall include the following:
1. Presentation on the most recent financial year by the medical director.
2. Approval of the Foundation’s annual report.
3. Decision on the application of surplus for the consolidation of the Foundation, distributions in accordance with the bylaws, or coverage of deficits in accordance with the approved annual report.
4. Appointment of new members to the Board or reappointment of existing members, and information regarding newly appointed members.
5. Determination of any remuneration for the Board for the past year.
6. Election of the auditor. - Placement of Assets
8.1 It is the responsibility of the Board to ensure that the Foundation’s assets are at all times placed in a prudent and secure manner, considering both safety and the possibility of achieving satisfactory results. - Remuneration of the Board
9.1 A member of the Board may receive an annual remuneration, which must not exceed what is considered customary for the nature of the position and the scope of the work, and what may be deemed prudent in relation to the financial position of the Foundation and the Group. The annual remuneration is determined by the Board.
9.2 The remuneration for the Chairperson shall equivalate compensation for 5 working days or maximum DKK 25,000, and compensation for each of the other Board members shall equivalate 2 working days or maximum DKK 10,000. If any of the Board members prefer it, the remuneration may be used for congress participation with the maximum amount as stated above. - Financial Year
10.1 The Foundation’s financial year shall run from 1 October to 30 September.
10.2 The Foundation’s first financial year shall run from 1 October 2006 to 30 September 2007. - Annual Report and Audit of the Financial Statements
11.1 The Board of Directors shall prepare an annual report, which shall be presented in accordance with the provisions of the Danish Financial Statements Act.
11.2 The annual report shall provide a true and fair view of the Foundation, including the Foundation’s assets and liabilities, financial position, and results.
11.3 The annual report shall be presented and signed by the Board.
11.4 The Foundation’s financial statements shall be audited by an approved (state-authorized or registered) auditor. The auditor shall be appointed by the Board for a term of one year at the annual financial statements meeting. Reappointment may take place. - Signing Authority
12.1 The Foundation shall be signed by the Chairperson of the Board, by any two members of the Board jointly, or by the entire Board. - Amendment of the Bylaws
13.1 An amendment to the bylaws requires the approval of at least three-fourths of all members of the Board.
13.2 An amendment to the bylaws (except for a capital increase) requires approval from the Foundation Authority and, where applicable, consent from the Civil Affairs Agency. - Dissolution of the Foundation
14.1 A resolution to dissolve the Foundation requires the approval of at least three-fourths of all members of the Board. In the event of a resolution to dissolve, the Board shall propose a liquidator to the Foundation Authority to carry out the liquidation of the Foundation.
14.2 The dissolution of the Foundation requires the approval of the Foundation Authority and the consent of the Civil Affairs Agency.
14.3 In the event of dissolution, the Foundation’s funds shall be used in accordance with the purpose of the foundation.
14.4 No part of the Foundation’s assets may ever revert to the founder, the founder’s spouse living together with the founder, or the founder’s minor children.
14.5 The use of the proceeds from the liquidation shall be approved by the Foundation Authority.