Updated: September 28, 2025

Articles of Association 

§ 1 Introduction

Retinue Without Border (RWB) is a non-profit charity organization registered and constituted under rules and regulations in Denmark with CVR-no DK41484527 from 2020. As a fundamental principle of its non-profit status, all surplus income and gains derived from its operations shall be exclusively spent in the organization’s charitable objectives. Furthermore, no assets of the organization, whether in cash or in kind, shall be distributed to its members (as defined in Section 3.5) or any third parties.

§ 2 Objectives & Support Areas 

The organization’s main objectives are poverty relief and advancement of education, by providing financial assistance towards the following support areas: 

• Supporting the education of underprivileged students
• Constructing, renovating, and equipping educational infrastructure
• Supporting underprivileged households
• Providing financial assistance during/post natural disasters
• Supporting empowerment projects through education and job creation
• Supporting public and personal health projects
• Providing educational and medical scholarships for underprivileged students

§ 3 Organization Structure 

The organization consists of the Board of Trustees (BoT), the Executive Management Team (EMT), Standing Committees, the Inspector and the General Assembly. 

3.1 Board of Trustees (BoT) 

3.1.1 The BoT is the principal governing body of the organization, vested with the ultimate authority and responsibility for its governance and strategic direction. The Board shall be composed of seven members and they shall be elected at the General Assembly meeting for the period of three years. The term shall commence on January 1 following the General Assembly election and conclude on December 31 of the third year. Rules for election are defined in Article 5.

3.1.2 Following the election at the General Assembly, the BoT shall, at its first meeting, elect a Chairperson from among its members to serve for the duration of the term. The Chairperson shall preside over all Board meetings.

3.1.3 The BoT is responsible for appointing the Chief Executive Officer (CEO) of the organization, who runs as the head of the EMT, which is defined in Section 3.2.

3.1.4 To be selected as the CEO, a candidate shall demonstrate significant leadership experience. Preference may be given to candidates who have served on the EMT for at least two years, but the BoT may also appoint any candidate if deemed to be in the best interest of the organization.

3.1.5 The appointment and removal of the CEO shall be subject to the affirmative vote of a majority of the total membership of the BoT. Grounds for removal include, but are not limited to, a violation of these Articles as confirmed by the Inspector.

3.1.6 To maintain impartiality and independence in the responsibilities outlined for the BoT and the EMT, the General Assembly shall appoint an independent Inspector for the organization, who shall not have any familial relationship with any members of the BoT or the EMT.

3.1.7 The Inspector shall not be a member of the EMT, BoT, or any of the Standing Committees. Standing Committees are defined in Section 3.3.

3.1.8 The Inspector’s term of service aligns with the term of the BoT, as defined in Clause 3.1.1.

3.1.9 The members of the BoT are obliged to participate in regular Board meetings. Quorum for meetings of the BoT shall be a majority of the Board’s respective members.  A member will be removed from the Board in any of the following circumstances: 

• In the event of three consecutive unexcused absences in Board meetings, 
• In the event of a violation of the Articles of Association confirmed by the Inspector and the majority of other Board members, 
• Resignation or death.

3.1.10 In the event of a voluntary resignation by a Board member, the responsibilities of the resignee may be assumed by the Chairperson of the BoT or, with Board approval, by another Board member. If this is not possible, the Chairperson of the BoT may appoint a qualified individual to fill the vacancy for the remainder of the resigned member’s term. This temporary appointment is subject to ratification at the next General Assembly meeting.

3.2 Executive Management Team (EMT)

The EMT, led by the CEO, is responsible for the overall leadership and management of the organization’s operations and strategic direction. Its key responsibilities include financial management, fundraising, program development aligned with the organization’s causes, implementation of related programs and initiatives, human resources management, and ensuring compliance with legal and ethical standards. They also work closely with the BoT to develop and implement the organization’s objectives and ensure its alignment with the support areas defined in Article 2. The roles and composition of the EMT is further described in Section 4.2

3.2.1 The CEO is responsible for appointing the members of the EMT.

3.2.2 The EMT’s term of service aligns with the term of the BoT, as defined in Clause 3.1.1.

3.2.3 Members of the EMT are required to participate in regular EMT meetings. Quorum for meetings of the EMT shall be a majority of the team’s respective members. A member may be removed from the EMT in any of the following circumstances:

• Three consecutive unexcused absences from EMT meetings,
• Violation of the Articles of Association as determined by the CEO,
• Resignation or death.

3.2.4 In the event of a voluntary resignation by an EMT member, the CEO may assume the responsibilities of the resignee or assign them to another EMT member. The CEO shall appoint a replacement to serve for the remainder of the term.

3.2.5 To be eligible for selection as a member of the EMT by the CEO, a candidate shall have served on any of the Standing Committees for at least the past year. This requirement does not apply to the Inspector.

3.2.6 Each member of the EMT, with the exception of the CEO, shall serve as the Chairperson of one Standing Committee.

3.2.7 Responsibilities of the CEO are defined in Clause 4.2.1 while Section 4.3 defines Standing Committees and each relevant EMT member’s Roles and Responsibilities.

3.3 Standing Committees

The following defines different Standing Committees in the organization.

• Treasury
• Community Engagement
• Operation & Policy
• Public Relations

3.3.1 Objectives and responsibilities of Standing Committees are defined in Section 4.3.

3.3.2 Further necessary sub-committees, to contribute to the Standing Committees’ objectives, may be formed within each Standing Committee, if necessary.

3.3.3 Any volunteer individual, who shall be a member of the General Assembly, may request to participate in and contribute to objectives of different Standing Committees, upon approval by the corresponding EMT member of each Standing Committee.

3.4 Inspector

3.4.1 The Inspector is responsible for resolving ambiguity, ensuring adherence to established standards, policies, and regulatory requirements. Operating as an independent entity, the Inspector conducts systematic reviews to ensure the organization’s operations and financial practices align with the objectives and support areas defined in Article 2.

3.4.2 To fulfill these duties, the Inspector shall have explicit and unimpeded access to all organizational records, documents, and personnel. The Inspector may initiate investigations based on systematic reviews, findings, or specific requests from the BoT or the General Assembly.

3.4.3 The Inspector shall document findings and submit formal written reports, including actionable recommendations, to the BoT on a regular basis. A summary report, highlighting key findings and recommendations, shall be submitted to the General Assembly at the General Assembly meeting. The General Assembly retains the right to raise questions and concerns about the performance of any organizational entity directly to the Inspector.

3.5 General Assembly

An individual is a member of the General Assembly and entitled to vote if they have made a donation within the current term preceding the official notice of the General Assembly meeting.

3.5.1 The membership of each member of the General Assembly shall expire in any of the below mentioned events: 

• Termination of donations in the current term (one time or regular donations) 
• Dissolution of the organization

3.5.2 The General Assembly meeting shall be convened by the EMT every three years. At this meeting, the organization’s performance during the preceding term shall be presented and the election for the next BoT shall be conducted. The meeting shall be held in early November of the final year of the term.

3.5.3 The terms of the BoT and EMT shall commence on January 1 following the election. During November and December after the General Assembly meeting, the BoT is obligated to elect the CEO, who shall then appoint the members of the EMT. The handover process shall occur during this period.

3.5.4 The CEO shall send an invitation to the General Assembly together with the agenda of the meeting 30 business days prior to the meeting date via email. The chairperson of the BoT, or in their absence another Board member designated by the Board, will be the chairperson of the General Assembly meeting. 

3.5.5 Minutes of the General Assembly meetings shall be documented by a designated secretary (assigned by the BoT) and signed by the Chairperson of the meeting.

3.5.6 General Assembly meetings are not public and are exclusively organized for the General Assembly members. 

3.5.7 Each member of the General Assembly is entitled to one vote. 

3.5.8 The presence of 20 members entitled to vote shall constitute a quorum for the transaction of business at any General Assembly meeting. If a quorum is established at the commencement of a meeting, business may continue to be transacted. All matters shall be decided by a simple majority of the votes cast by the members present in the meeting.

3.5.9 In each of the two calendar years when a General Assembly meeting is not held, the EMT shall convene an Annual Member Briefing meeting. The purpose of this briefing shall be to present the annual report, provide updates on operations and finances, and answer questions from the General Assembly members. This briefing is for informational purposes only, and no binding votes shall be taken.

§ 4 Roles and Responsibilities

The organization’s projects and causes are defined in the Operation & Policy Standing Committee and, if approved by the Treasury Standing Committee, the required funds are allocated accordingly. The chairperson of the Operation & Policy Standing Committee shall follow up the project status and report the progression to the EMT. No later than the end of February each year, the EMT shall publish an annual report on the organization’s website, detailing all projects executed in the preceding calendar year. This report shall be delivered via the organization’s communication channels to all members of the General Assembly. Below Sections define responsibilities of each entity defined in the Organization Structure in Article 3.

4.1 The BoT

4.1.1 The BoT holds the ultimate fiduciary responsibility for the organization. It ensures all activities and strategies are aligned with the organization’s objectives as stated in Article 2. Board members establish and approve the organization’s long-term strategic plan and goals while ensuring compliance with all applicable laws, regulations, and these Articles of Association.

4.1.2 The BoT’s powers and duties are distinct from the operational responsibilities of the EMT, as it monitors the performance of the organization and the EMT against the strategic plan and budget. This includes overseeing the organization’s financial health, ensuring the protection of its assets, reviewing and approving the organization’s annual budget as presented by the EMT. Furthermore, the BoT is responsible for the preparation and presentation of comprehensive reports on the organization’s performance to the General Assembly.

4.1.3 The BoT has the mandate to appoint, oversee, evaluate, and, if necessary, remove the CEO.

4.2 The EMT

The EMT is responsible for the administration, operational management, and implementation of the organization’s strategic objectives as directed by the BoT. The EMT is responsible for overseeing finances and driving fundraising, to developing impactful programs and making sure all legal and ethical standards are met. The EMT works closely with the BoT to keep all volunteer individuals moving in the same direction. They monitor the organization’s effectiveness and make adjustments as needed, making sure the organization stays financially healthy, runs meaningful programs, and earns the trust and support of its stakeholders. The EMT consists of the following executives including each officer’s duties:

4.2.1 Chief Executive Officer (CEO)

The CEO is responsible for fostering collaborative synergy among all members of the EMT. Their primary function is to ensure the entire organization’s strategic direction and operational activities are aligned with the objectives and support areas articulated in Article 2. The CEO is also responsible for appointing the chairperson of each of the Standing Committees (defined in Section 4.3), where that person shall be a member of that Standing Committee for at least two years. The CEO shall provide regular reports on the organization’s performance, including financial results, key metrics, and strategic initiatives to the BoT. The CEO acts as a primary representative of the organization to the public, stakeholders, and partners.

4.2.2 Chief Financial Officer (CFO)

The CFO holds principal accountability for the organization’s fiscal health and integrity. The CFO encompasses the oversight of financial planning, budget management, accounting practices, cash flow management, and the safeguarding of all financial assets. The CFO ensures adherence to financial regulations and maintains transparent, responsible financial stewardship. The CFO manages the Treasury Standing Committee, which is defined in Clause 4.3.1. The CFO shall report to the CEO and the EMT on a regular basis highlighting any challenges, risks, or opportunities that the organization is facing.

4.2.3 Chief Marketing Officer (CMO)

The CMO defines and executes the organization’s comprehensive marketing and communications strategy. This includes developing the brand identity, creating targeted outreach initiatives, and engaging key stakeholders to amplify awareness of the organization’s mission and solicit vital support. The CMO manages the Community Engagement Standing Committee, which is defined in Clause 4.3.2. The CMO shall report to the CEO and the EMT on a regular basis on the execution progress of the organization’s marketing and communications strategy.

4.2.4 Chief Operating Officer (COO)

The COO is responsible for executing the organization’s causes, driving projects, and optimizing the efficiency and effectiveness of the organization’s operations and program delivery. This role involves overseeing day-to-day execution functions and implementing robust operational frameworks to ensure the seamless execution of the organization’s services and strategic objectives. The COO manages the Operation & Policy Standing Committee, which is defined in Clause 4.3.3. The COO shall report to the CEO and the EMT on a regular basis on the organization’s operations and program delivery.

4.2.5 Chief Public Relations Officer (CPRO)

The CPRO cultivates and maintains the organization’s public image and external communications. This involves managing media relations, shaping public perception, and ensuring that the organization’s narrative, achievements, and values are consistently and professionally conveyed to the General Assembly, public audience and relevant stakeholders. The CPRO manages the Public Relations Standing Committee, which is defined in Clause 4.3.4. The CPRO shall report to the CEO and the EMT on a regular basis on the organization’s progress on public acknowledgement image.

4.3 Standing Committees

4.3.1 Treasury 

This Standing Committee is responsible for managing funds and assigning it to causes and projects approved by the Operating & Policy Standing Committee. The CFO handles the accounting and treasury management and delivers financial reports to the EMT and the General Assembly. The report should include: 

• Statements of financial activities giving a true and fair view of the financial state of the organization’s activities. The statement includes all income and expenditure recognized for the reporting period. It provides the EMT and the General Assembly with an analysis of the income and endowment funds received and the expenditure by the organization on its activities and presents a reconciliation of the movements in the funds for the reporting period. 
• The balance sheet which shows assets and liabilities.

4.3.2 Community Engagement 

This Standing Committee plays a pivotal role in expanding the organization’s reach and fostering a vibrant community of volunteer supporters. The committee’s responsibilities include:

• Organizational Promotion: Strategically enhancing the organization’s visibility and clearly articulating its objectives and support areas (as defined in Article 2) to the public.
• Volunteer Attraction: Identifying, attracting, and recruiting new individuals to support the organization’s objectives and mission.
• Member Engagement: Fostering sustained interaction and meaningful participation among the Standing Committee’s existing members.

4.3.3 Operation & Policy 

This Standing Committee’s focus is on defining and executing projects and causes according to the organization’s goals and support areas which are stated in Article 2, and ensuring the smooth, efficient, and compliant completion of the causes and projects. This committee is also tasked with identifying and mitigating operational risks to protect organizational integrity and project success. 

4.3.4 Public Relations 

This Standing Committee is responsible for engaging communications with the General Assembly, responding to inquiries, managing the organization’s official communication channels and social media accounts, and creating content for the public audience. Its core function revolves around managing the organization’s external image and communications through:

• Public Image Management: Cultivating and maintaining a positive public perception of the organization and its mission.
• Media Relations: Establishing and nurturing relationships with media outlets to ensure accurate and favorable representation.
• External Communications: Developing and disseminating key messages to stakeholders and the wider public, enhancing transparency and engagement.

§ 5 Election and Changes to the Articles of Association

5.1 Election of the BoT

The BoT shall be elected by the General Assembly. Elections shall take place during the General Assembly meeting, or at an extraordinary General Assembly meeting convened for this objective. The election process shall be transparent, fair, and supervised by the Inspector to ensure the integrity of the process. 

5.1.1 To be eligible for election to the BoT, a candidate shall have served as a member of the EMT during at least one of the two preceding terms.

5.1.2 A call to sign up as a candidate for the BoT shall be announced at least 30 business days prior to the General Assembly meeting date.

5.1.3 Candidates who are elected for a seat at the new BoT are expected to actively participate in board meetings and execute their designated responsibilities.

5.1.4 After counting the votes, according to Clause 3.1.1, seven of which have the highest votes are elected as the members of the new BoT. 

5.1.5 If more than one-third of the General Assembly requests an extraordinary General Assembly meeting, the EMT shall arrange the meeting within 60 business days of receiving the request. The Inspector and the CEO shall act as facilitators of this request.

5.2 Amendments to the Articles of Association

Any proposal to amend the Articles of Association shall be submitted in writing to the BoT, which will present it to the General Assembly. Amendments require the approval of the General Assembly, either at the meeting or at an extraordinary meeting specifically convened for this objective. A valid amendment shall require at least a two-thirds (2/3) majority vote of the members present or represented at the meeting, unless otherwise required by law.

§ 6 Data Protection and Privacy Policy

6.1 Personal Data

6.1.1 The organization is committed to protecting the personal data of the General Assembly, in accordance with the General Data Protection Regulation (GDPR) and other applicable data protection laws in the countries where it operates. Personal data shall be stored only for the period necessary to fulfill the purposes for which it was collected and in accordance with the organization’s data retention policy and applicable law.

6.1.2 Personal data, including donation data, donor data, and other relevant information, may be deleted upon the data subject’s request.

6.2 Access & Rights

6.2.1 Access to personal data is restricted to those who need it to perform their duties. Data subjects have the right to access, correct, or request deletion of their personal data as provided by law.

6.2.2 The organization reviews its data protection practices regularly to ensure ongoing compliance with the GDPR and all relevant international data privacy regulations.

§ 7 Signing Rules

7.1 Authority & Rules

7.1.1 The CEO and CFO together have the authority to sign agreements on behalf of the organization. This authority extends to, but is not limited to, agreements with public authorities, financial institutions, and other third parties, and encompasses any actions necessary for the effective operation and administration of the organization.

7.1.2 Prior to executing any such agreements or actions, the CEO or CFO shall inform the EMT and the BoT to ensure transparency and collective awareness.

7.1.3 In the event that either CEO or CFO is unavailable, the Chairperson of the BoT is automatically authorized to sign on behalf of that person.

§ 8 Conflict of Interest Policy

A conflict of interest arises when the personal, professional, or financial interests of an affected individual, or those of their close relatives, may compromise, or appear to compromise, their impartial judgment in fulfilling their duties to the organization. Affected individuals include all members of the BoT, the EMT, and the Inspector while close relatives include a spouse, domestic partner, parent, child, or sibling.

8.1 Duty to Disclose

8.1.1 All affected individuals shall promptly disclose any actual or potential conflict of interest to the Chairperson of the BoT. Furthermore, each affected individual shall submit a written disclosure statement of any actual or potential conflicts of interest to the Board on an annual basis.

8.2 Procedure for Management

8.2.1 Upon disclosure of a conflict, the affected individual shall recuse themselves from any discussion and voting related to the matter. They shall not be present during the deliberation, and their presence shall not count toward a quorum for that specific vote. The disclosure and recusal shall be formally recorded in the meeting minutes.

8.3 Consequences of Non-Compliance

8.3.1 Failure by any affected individual to disclose a conflict of interest or to comply with this policy may result in disciplinary action, including removal from office, termination of appointment, or other appropriate measures as determined by the BoT.

§ 9 Dissolution of the Organization

9.1 Rules

9.1.1 In the event of the dissolution of the organization or the forfeiture of its tax-privileged objectives, the assets, after the discharge of existing liabilities, shall be transferred exclusively and directly to UNICEF Denmark, provided that this organization is recognized as altruistic and charitable and is established within the European Union (EU) or the European Economic Area (EØS). If UNICEF Denmark no longer fulfils these requirements at the time of dissolution, the assets shall be transferred to other charitable or humanitarian organizations, such as Danish Red Cross or The Children’s Aid Foundation in Denmark, which are recognized as being altruistic and operate exclusively within the objectives stated in Article 2 of this constitution and are likewise established within the EU or EØS.

9.2 Processes

9.2.1 The dissolution of the organization shall only take place at a General Assembly meeting, which is convened for this objective. 

9.2.2 The resolution shall require approval by 80% of the votes from attending members. Unless decided otherwise by the General Assembly, the Board will be appointed as liquidators. 

9.2.3 In all cases, the assets shall not be returned to the General Assembly, but be used solely for charitable, tax-privileged objectives as outlined in Article 2.