ARTICLES OF ASSOCIATION FOR THE ROYAL NORWEGIAN SOCIETY FOR DEVELOPMENT
The Articles of Association for the Royal Norwegian Society for Development were last revised in June 2009.
§ 1. Organisation
The Royal Norwegian Society for Development is an open and independent organisation which works in the best interests of the whole of society. The Royal Norwegian Society for Development desires to remain constantly under the patronage 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 works for the development of sustainable local communities.
§ 3. Activity
The Royal Norwegian Society for Development’s principal task is to contribute to
the development of a broadly-based commercial sector
the development of local communities with social and cultural amenities
the development of environmental initiatives that pay heed to sustainability and long-term considerations
the development of collaborative solutions, including cooperatives as a business form
highlighting and appreciating the contributions of individuals to business and social life
The Royal Norwegian Society for Development carries out its tasks within a framework of participatory democracy, fair distribution and equality. The geographical area of work for the Royal Norwegian Society for Development is the whole of Norway, but the Society can also work overseas when this is compatible 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 working in relation to objectives that are in accordance with the goals of the Royal Norwegian Society for Development. A corporate member should be of a certain size in relation to staff/administration; in case of doubt the Board will determine which category of membership should be offered.
4.2. Personal members
4.2.1. Annual subscription members
4.2.2. Honorary members. Nominated by the Council after proposal by the Board.
4.2.3. Life membership. Existing life members retain this status. No new life members will be admitted.
The rate of the annual subscription for the various membership categories is determined by the Board.
§ 5. Board
5.1 Composition of the Board
The Board consists of the Praeses and six other 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 matter. The Managing Director has the right to speak and to make proposals but no voting right.
5.2 Election of members and period of service
Two of the Board members and three substitute members are elected by and from amongst the employees of the Royal Norwegian Society for Development.
Both the Praeses and the four other Board members are elected by the Council for two years at a time.
Three substitute members are elected in order for the Praeses and the other elected Board members.
Substitute members are elected for one year at a time. 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.
The Council elects a Vice-Praeses with two years’ period of service. Board members elected from amongst the employees may not be elected Vice-Praeses.
§ 6. Functions of the Board and Praeses
6.1 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 Council 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 § 9.
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 Council 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 Board can take a decision when at least five of its members are present at a meeting and at least four vote in favour of the proposal.
6.2 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.
§ 7. Council function and composition
The Council is the highest body of the Royal Norwegian Society for Development. The Council consists of:
7.1. One representative of each of the organisations that in accordance with § 4.1 are members of the Royal Norwegian Society for Development.
7.2. 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 Council after suggestions from the election committee and in accordance with specified guidelines.
7.3. Members of the Board
7.4. Four representatives chosen by and from amongst employees of the Royal Norwegian Society for Development.
Period of service for elected representatives begins from the end of the Council meeting.
§ 8. Meetings of Council
The time and place of Council meetings is established by the Board. The Chair of the Council summons members to Council meetings. The summons is made in writing 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 Council meetings are led by the Chair.
For Council meetings to be quorate, at least half the representatives must be present. In the Council, each representative has one vote. In the event of a tie, 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 Council members who are elected at the beginning of the meeting.
Such members of the Control Committee who are not members of Council, along with honorary members of the Royal Norwegian Society for Development, can participate in Council debates but without voting rights.
In respect of representatives of the Royal Norwegian Society for Development’s membership organisations (see § 7.1), the organisation in question bears the costs associated with participation in Council.
In respect of representatives of the personal members (see § 7.2), the Royal Norwegian Society for Development will meet costs associated with participation in Council.
§ 9. Council’s Annual General Meeting
Council’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 §5)
b. Vice-Praeses in those years in which a Vice-Praeses election is due (see §5)
c. Two members of the Board
d. Three substitute members of the Board in priority order
e. Chair and Vice Chair (see § 7.1 and 7.2)v
(period of service until the end of the next Annual General Meeting of Council)
f. Control Committee (see §12)
g. Election Committee (see §11)
i. 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 Council 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 Council, it must be sent in to the Board at least three months before the date set for the meeting.
§ 10. Extraordinary Council Meeting
An Extraordinary Council Meeting is held following a resolution by the Annual General Meeting of Council, a resolution by the Board, or when required by at least a quarter of the representatives in order to discuss a particular matter. An Extraordinary Council Meeting will deal only with those issues listed on the agenda.
§ 11. Election Committee
Council elects an Election Committee at an Annual General Meeting consisting of five members and three substitute members in priority order.
Three of the full members and two of the substitute members should be chosen from amongst the personal members, and the others from amongst corporate members. The election is valid for two years. The current election procedure is applicable. A member of the election committee can be re-elected once. The election committee should present written suggestions in relation to those elections which in accordance with §9, points 4 a, b, c, d, e, f g, h, i, are to be held at the Council meeting.
Members of the Election Committee drawn from amongst personal members form a discrete election committee which will propose candidates to the Council from amongst the personal members.
§ 12. Control Committee
Council elects a Control Committee at an Annual General Meeting. The Control Committee consists of two members and one substitute member. At each Annual General Meeting of Council, one member is elected with a service period of two years and one substitute member with a service period of one year.
The Control Committee is required to maintain oversight over the Royal Norwegian Society for Development’s resources and trust funds. The Control Committee is to have access to the Royal Norwegian Society for Development’s protocols and account books, and in general may require the Board, Managing Director or other staff to answer whatever questions they find necessary in respect of this oversight. The Committee is responsible for inspecting the auditor’s report, for ensuring that any faults that have been identified be corrected and for ensuring that all questions are satisfactorily answered.
The Control Committee should be given copies of the Royal Norwegian Society for Development’s accounts in good time before the Annual General Meeting of Council and should provide comments on these to the Council.
§ 13. Changes to the Articles
Any changes to the Articles of Association are to be resolved by the Council.
Suggestions for changes to these Articles may be proposed by members of the Council.
Suggested changes to the Articles are to be brought forward and discussed at an Annual General Meeting of the Council.
Formulated suggestions should be sent to the representatives together with the summons to the Council 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 Council, at which valid approval requires that at least half of the representatives who are present vote in favour.
§ 14. 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 Council and then discussed at a subsequent Council meeting. An Extraordinary Council Meeting to discuss a proposal to dissolve the organisation cannot be held earlier than two months after the Annual General Meeting of Council at which the suggestion was proposed. Formulated suggestions should be sent to the representatives together with the summons to the Council 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 Council 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.
§ 15. 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.