Articles of Association
The Articles of Association for the Royal Norwegian Society for Development were last revised on 16 June 2015.
Approved by the Board of Representatives on 29 May 1990, 22 August 1991, 9 June 2004, 3 June 2009 and 16 June 2015.
§ 1. Organisation
The Royal Norwegian Society for Development (Norges Vel) is a non-governmental and independent organisation which is to work to develop sustainable local communities. Ever since its foundation in 1809, the Royal Norwegian Society for Development has worked through knowledge-based innovation to promote sustainable use of the resources of the country and its local communities in a manner that is appropriate for the future. Commercial development rooted in nature and culture, the transmission of knowledge, and organisation are all threads that are woven throughout the long history of the Royal Norwegian Society for Development. The Royal Norwegian Society for Development is always to be a visionary, relevant and modern organisation with a high ability for innovation and renewal.
The organisation’s highest body is the Board of Representatives. Between the annual meeting of the Board of Representatives, the organisation is led by the Board of Directors, an administrative body with five members.
The Royal Norwegian Society for Development permanently seeks to remain under the high protection of the Norwegian Royal Family.
The registered office of the Royal Norwegian Society for Development is in the Skedsmo local-authority district.
§ 2. Purpose
The Royal Norwegian Society for Development is to work for increased value creation in local communities through the development of nature and culture-based commerce.
§ 3. Activity
The Royal Norwegian Society for Development’s purposes are to be attained and financed by means of the following areas of activity:
Development work in Norway and internationally with a focus on the development of nature and culture-based commerce.
The development of collaborative solutions, including cooperatives as a business form
Honouring in the workplace
Administering trusts
The care and development of its own properties and companies
The Royal Norwegian Society for Development conducts its tasks within a framework of participatory democracy, equality, diversity just distribution and ecological and climate-friendly solutions. The geographical area of work for the Royal Norwegian Society for Development is the whole of Norway. In addition, the organisation will strive for international engagement in line with the goals of the Royal Norwegian Society for Development.
§ 4. Membership
The following can be enrolled as members:
4.1 Corporate members
Private and public organisations and businesses that support the goals and vision of the Royal Norwegian Society for Development for sustainable local communities. Corporate members must be registered in the Brønnøysund Register Centre.
4.2. Personal members
4.2.1. Annual subscription members
4.2.2. Honorary members. Nominated by the Board of Representatives after proposal by the Board of Directors.
4.2.3. Life membership. Existing life members retain this status. No new life members will be admitted.
4.3 Membership subscription
The rate of the annual subscription for the various membership categories is determined by the Board of Directors.
§ 5. The Board of Representatives
The Board of Representatives is the highest body of the Royal Norwegian Society for Development
5.1 Composition of the Board of Representatives
The Board of Representatives consists of:
The Chair of the Board of Representatives.
One representative of each of the organisations that in accordance with § 4.1 are members of the Royal Norwegian Society for Development.
18 representatives of the personal members in accordance with § 4.2.1, of which half are due for election every fourth year. The election of representatives for personal members, together with the same number of substitute members, is held biennially. The election of these is organised by the Board of Representatives after suggestions from the election committee and in accordance with specified guidelines.
Members of the Board of Directors
Four representatives chosen by and from amongst employees of the Royal Norwegian Society for Development.
5.2. Period of service for the Board of Representatives
Period of service for the Board of Representatives is from the end of the Board of Representatives meeting until the end of the next annual General Board of Representatives meeting.
§ 6. Meetings of Board of Representatives
The time and place of Board of Representatives meetings is established by the Board of Directors. The Chair of the Board of Representatives summons members to Board of Representatives meetings. The summons is made electronically to all representatives at least one month before the date of the meeting. The agenda and supporting documents should if possible be sent together with the summons.
The Board of Representatives meetings are led by the Chair. The substitute Chair officiates in the absence of the Chair.
For Board of Representatives meetings to be quorate, at least half the representatives must be present. In the Board of Representatives, each representative has one vote. The Chair has a casting vote. In the event of a tie in the election of individuals, lots will be cast to determine the result. However, a re-election will be held if no candidate has gained at least half of votes cast in the first vote.
Minutes are recorded of meetings and are signed by the Chair and two members of the Board of Representatives who are elected at the beginning of the meeting.
The Royal Norwegian Society for Development’s honorary members participate in Board of Representatives debates without voting rights.
In respect of representatives of the Royal Norwegian Society for Development’s membership organisations (see § 5.1), the organisation in question bears the costs associated with participation in Board of Representatives.
In respect of representatives of the personal members (see § 5.1), the Royal Norwegian Society for Development will meet costs associated with participation in Board of Representatives.
§ 7. Board of Representatives’s Annual General Meeting
Board of Representatives’s Annual General Meeting is held once each year. The following matters are included:
1. Approve the annual report
2. Approve the accounts
3. Information about activities, budget and the administration of trust funds
4. Election of:
a. Praeses in those years in which a Praeses election is due (see §9)
b. Board members (see §9)
c. Vice-Praeses in those years in which a Vice-Praeses election is due (see §9)
d. Three substitute members of the Board in priority order (see §9)
e. Chair and Vice Chair, with the same period of function and opportunity for re-election as Board members (see §9)
f. Election Committee (see §11)
g. Auditor
h. Representatives and substitute representatives of the personal members, when these are due for election
5. Reimbursement of expenses to officers
6. Other matters put forward to Board of Representatives by the Board, or which have been submitted by the Royal Norwegian Society for Development’s members. In order to ensure that a matter be discussed at the Annual General Meeting of Board of Representatives, it must be sent in to the Board by 15 February. The Board can grant dispensation from the deadline if it believes that a late-submitted matter nevertheless ought to be discussed.
§ 8. Extraordinary Board of Representatives Meeting
An Extraordinary Board of Representatives Meeting is held following a resolution by the Annual General Meeting of Board of Representatives when at least a quarter of the Board of Representatives members require this to address a particular issue. An Extraordinary Board of Representatives Meeting can also be held by resolution of the Board. An Extraordinary Board of Representatives Meeting will deal only with those issues listed on the agenda
§ 9. Board of Directors
The Board of Directors leads the organisation between the Board of Representatives meetings.
9.1 Composition of the Board of Directors
The Board of Directors consists of the Praeses and four other Board members. The Managing Director has the right and duty to take part in Board meetings, unless the Board determines otherwise in relation to an individual issue. The Managing Director has the right to speak and to make proposals but has no voting right. The Chair of Board of Representatives is invited to Board meetings with the same rights.
9.2 Election of members and period of service
The Praeses and three external Board members are elected by the Board of Representatives for a period of two years. The Board of Representatives also selects the Vice Praeses from among the Board members, with a two-year period of service.
One of the Board members and two substitute members are elected by and from amongst the employees of the Royal Norwegian Society for Development. If a member who has been elected from amongst the employees leaves the service of the Royal Norwegian Society for Development, the member will also immediately terminate membership of the Board. Board members elected from amongst the employees may not be elected Praeses or Vice-Praeses.
All five Board members can be re-elected twice in successive elections.
Two substitute members in numbered order are selected for the Praeses and for the other externally-elected Board members. Substitute members are elected for two years at a time and can be re-elected twice in successive elections. Substitute members can be elected as full members of the Board during their period of office. In such a case, a new period of office begins as a full member.
§ 10. Functions of the Board of Directors and Praeses
10.1 Custodianship of the Royal Norwegian Society for Development
The Royal Norwegian Society for Development’s work is led by the Board. The Board is required to lead and administer the Royal Norwegian Society for Development in line with the Articles of Association and Board of Representatives resolutions, as well as to administer the financial resources of the Royal Norwegian Society for Development and such trust funds as are administered by the Royal Norwegian Society for Development as trust-fund managers. At each annual general meeting of the Board, the Board is to present the annual report and accounts for the previous year’s activity; see also § 7.
The Board appoints a Managing Director and sets the job description for this post. The Board’s budget for the current year is to be presented to Board of Representatives for information.
The Board, if appropriate in collaboration with other organisations, can set up work groups for the accomplishment of particular tasks.
The Praeses summons and leads Board meetings. The Vice Praeses acts in the absence of the Praeses.
The Board can take a decision when at least four of its members are present at a meeting and at least three votes in favour of the proposal. Under given circumstances, decisions can be taken when more than one person is absent and there is a majority in favour of the decision. This however requires all Board members to be aware that the case is being addressed in this particular meeting. The Praeses has a casting vote.
10.2 External representation
The Praeses or his/her nominated representative is accredited to represent the Royal Norwegian Society for Development.
The Praeses and Vice-Praeses together, or one of these together with one of the other Board members, are legally deemed to act on behalf of the Royal Norwegian Society for Development.
The Board can appoint an authorised signatory.
§ 11. Election Committee
Board of Representatives elects an Election Committee at the Annual Board of Representative Meeting consisting of three members and two substitute members in priority order, who are to provide candidate recommendations in accordance with §7.4 and §7.5. Instructions are to be set out for the conduct of the election committee.
One of the permanent members and one of the substitute members of the election committee are elected from among the personal members, while the others are elected from the organisational members. The election is for a period of two years. A member of the election committee can be re-elected once. The election committee is to submit a written recommendation in respect of the elections that in accordance with §7, point 4 are to take place in the Board of Representatives meeting.
The member of the election committee that has been elected from among the personal members is to recommend the Board of Representatives members from the personal members.
§ 12. Changes to the Articles
Any changes to the Articles of Association are to be resolved by the Board of Representatives in an Annual General Meeting.
Suggestions for changes to these Articles may be proposed by members of the Board of Representatives.
Formulated suggestions should be sent to the representatives together with the summons to the Board of Representatives meeting at which the suggestion is to be discussed, attaching the Board’s recommendation.
Changes to the Articles require that at least two thirds of the representatives present and at least half of the overall total representatives vote in favour of the change. If this proportion cannot be achieved, the suggestion can be presented to a new meeting of Board of Representatives, at which valid approval requires that at least half of the representatives who are present vote in favour.
§ 13. Dissolution
The right to make a proposal to dissolve the organisation is held by the same individuals that have the right to make proposals for changes to the Articles of Association.
A proposal to dissolve the organisation should be put before an Annual General Meeting of Board of Representatives and then discussed at a subsequent Board of Representatives meeting. An Extraordinary Board of Representatives Meeting to discuss a proposal to dissolve the organisation cannot be held earlier than two months after the Annual General Meeting of Board of Representatives at which the suggestion was proposed. Formulated suggestions should be sent to the representatives together with the summons to the Board of Representatives meeting at which the suggestion is to be discussed, attaching the Board’s recommendation.
The organisation’s resources at the time of dissolution are to be disposed in accordance with the goals of the Royal Norwegian Society for Development.
The Board of Representatives meeting at resolves the dissolution is also to make a resolution concerning the disposal of resources. If no proposal for such disposition is passed, the disposition of resources is to be made by the County Governor of the county in which the organisation has its registered office.
Language
In the event of disparity between the Norwegian-language Articles of Association (Vedtekter) and the English-language version, the Norwegian-language version takes precedence.