Articles of Association of the
British-Norwegian Chamber of Commerce

Adopted 21st May 2015 (with amendments proposed and approved in the Extraordinary Annual General Meeting 3rd December 2014, and in the Annual General Meetings of 22 May 2002 , 22 April 2004, 26 April 2005, 25 April 2007, and 24 April 2012)

1. Name
The British-Norwegian Chamber of Commerce is a non-profit association under the patronage of HM Ambassador to Norway. It is a continuation of the British Business Forum founded 2nd September 1970.

2. Domicile
The head office of the Chamber will be located in Oslo or in such other town in Norway as a majority of the Chamber may decide. Branch offices, chapters, agents or representatives may be established in suitable centres in Norway.

3. Objectives
The objectives for which the Chamber is established are as follows :

(a) To promote and protect trading, commercial, financial and manufacturing interests and relations between United Kingdom and Norway. To help in the attainment of these objectives, but not in limitation of them, the Chamber may inter alia:

* Collect and disseminate statistical and other information relating to the aforesaid interests.

* Maintain the necessary contacts relating to the aforesaid interests with appropriate government or trade authorities and bodies;

* Promote, support or oppose legislative or other measures affecting the aforesaid interests;

* Sell, lease, mortgage or dispose of or otherwise deal with all or any part of the property of the Chamber;

* Do any other lawful things as may be conducive to the extension of British-Norwegian trade, commerce, finance, manufacturing or economic interests or incidental to the attainment of any or all of the above objectives.

(b) To promote the individual interests of its members and create a network through social, cultural and entertaining contact among its members.

4. Membership
4.01 The Chamber shall consist of members who may be:

(a) Companies or corporations incorporated in, or firms with a place of business in, the United Kingdom of Great Britain and Northern Ireland (the “United Kingdom”) or colonies or dependencies thereof.

(b) Companies or corporations incorporated in, or firms with a place of business in the Kingdom of Norway (Norway).

(c) Any other persons, partnerships, companies or corporations which the Board of the Chamber shall deem suitable for membership. For the purpose of registration, the number of Members of the Chamber of Commerce is declared as being unlimited.

(d) The total number of members from any one company is unlimited, but the right to vote is limited according to the following conditions:

Personal Members: 1 vote

Corporate Members: 3 votes – when 3 persons are present

Partner Members: 4 votes – when 4 persons are present

Membership is registered by name and company. Individual, ordinary and foreign members are to be called “ordinary members” to cover students, pensioners and foreign residents, all of whom may be eligible for reduced membership subscriptions.

4.02 Members subscription fees

(a) Members subscription fees, upon recommendation by the Board, shall be determined by the General Meeting of the Chamber from time to time or the Board where authorised pursuant of this Article. Subscriptions for the current year are payable not later than February in each year or 30 days after being approved as a member. The liability of each Member to the Chamber and to third parties is limited to his/her subscriptions due hereunder. No dues will be charged for memberships becoming valid during the last three months of any year.

(b) For the purpose hereof an “Individual Member” shall be either a private individual having reached the age of 67 (retired) or any student in full time education or a private individual not resident in Oslo, Akershus, Østfold or Vestfold.

(c) For the purpose hereof an “Ordinary Member” shall be a person working for a firm or company and where this person has a specific interest to become a member.

(d) A “Corporate Membership” is granted to corporations with specific interests in and for the British and Norwegian market where up to three persons employed in such corporation shall be allowed to vote and participate in any one membership meeting.

(e) A “Foreign Membership” is granted to a corporation not having a business address in Norway.

(f) A “Partner Membership” is granted to an individual or corporation wanting to sponsor the Chamber’s activity in Norway for any specific period or purpose as long as it shall not be in conflict with the objectives of the Chamber as laid down in §3. A “Partner Member” can nominate up to five persons to receive invitations to member meetings.

4.03 A candidate for membership shall sign a written application for election and an agreement to be bound, if accepted, by the Articles of Association. The application shall be brought before the Board at their next or subsequent meeting, when a majority of the Members of the Board then present or represented may admit the candidate as a Member. Such admission, together with submission of an application for membership and payment of the subscription, shall constitute membership and an agreement to be bound by these Articles of Association. The Chamber’s General Manager shall keep a list of all members at the Chamber’s Office.

4.04 A Member must give written notice to the Chamber at its Office care of its General Manager before the end of December of his/her wish to retire, or he/she will be liable for his/her subscription for the ensuing year. A Member whose subscription is in arrears, shall not be entitled to vote on any questions, and if his/her subscription remains unpaid on the 30th June, all privileges of membership will be forfeited until payment is made, and his/her name may be posted in an arrears list in the offices of the Chamber; but arrears will still be a debt due to and recoverable by the Chamber.

4.05 A majority of Members present and voting at an Annual or General Meeting of the Chamber may by resolution expel a Member whose conduct in their opinion renders him/her unfit to be a Member of the Chamber. Any such person shall from the passing of such resolution cease to be a Member of the Chamber, provided that seven days` notice at least shall be given to such Member of the intention to propose such a resolution and he/she shall be given an opportunity of being present at the Meeting at which such resolution is proposed, and being heard in his/her defence.

4.06 The Chamber may admit to honorary life membership individuals distinguished in statesmanship, diplomacy, commerce, or finance, who shall not be required to sign the application mentioned above, or to pay any such subscription. Notwithstanding the foregoing, honorary Members shall have all rights as Members as set out herein.

5. Application of resources
(a) The income and the property of the Chamber, whensoever derived, shall be applied solely towards the promotion of the objectives of the Chamber as set forth herein; and no portion hereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise, to the members of the Chamber, provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Chamber, or to any Member of the Chamber in return for any services actually rendered to the Chamber, nor prevent payment of interest at a reasonable commercial rate or reasonable and proper rent for premises demised or let by any Member to the Chamber, and provided that a member of the Board of the Chamber may be appointed to any salaried office of the Chamber or any office of the Chamber paid by fees, and that in such event remuneration or other benefit in money or money’s worth may be given by the Chamber to any Member of such Board, and Members shall be entitled to repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Chamber.

(b) If upon the winding up or dissolution of the Chamber, there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the Members of the Chamber, but shall be given or transferred to some other British or Norwegian Institution or Institutions having objects similar to the objectives of the Chamber, and which shall prohibit the distribution of its or their income and property amongst its or their members, to an extent at least as is imposed on the Chamber under and by virtue of Clause 5 hereof, such Institution or Institutions to be determined by the Members of the Chamber at or before the time of dissolution, and if and so far as effect cannot be given to the aforesaid provision, then to some British or Norwegian charitable object.

6. Audit
The annual accounts of the Chamber should be examined by a member of the Chamber with accounting experience or from outside the Chamber, who will confirm that the annual accounts are a reasonable reflection of the Chamber’s financial situation for the year.

7. The Board
7.01 The business of the Chamber shall be managed by a Board who shall either be Members of the Chamber or the nominated representatives of a company partnership or corporation which is a Member. Notwithstanding any such nomination they shall act on the Board in an individual capacity. The Members of the Board shall be elected at an Annual General Meeting of the Chamber, and they shall hold office until the third Annual General Meeting after their election. Board Members shall use their best efforts to attend meetings of the Board. At the Annual General Meeting in every year one-third of the members of the Board for the time being, if their number is not a multiple of three, then the Members nearest one-third shall retire from office, but such retiring members shall remain in office to the end of the Meeting. The Members of the Board to retire in every year shall be determined by reference to their length of service on the Board so that those with longest service shall be the first to retire. The Board shall comprise between 7 and 11 members including the Chairman and the Head of the Trade and Investment Section of the British Embassy who is ex-officio a member of the Board.

7.02 At the Annual General Meeting of the Chamber in each year the Members of the Board whose office has expired shall retire but shall be eligible for re-election. The Board shall give at least 21 days` notice before the Annual General Meeting of the names of the Members so retiring and of the fact that they are eligible for re-election. Such notice shall be given in the Chamber Bulletin or by Mail, or such other manner as notices are by the Articles of Association authorised to be given.

7.03 All Members have the right of nominating candidates for election as Members of the Board. A candidate may be considered if he/she has been nominated by at least two Members of the Chamber. Candidates must be nominated at least 21 days before the Annual General Meeting, and their names must be notified to Members in a manner authorised by these Articles.

The Chamber at the Meeting at which Members of the Board retire in the manner aforesaid, may fill all or any of the vacated offices by re-electing any of the retiring Members of the Board or by electing other eligible members proposed. In the event of the number of candidates for election as Members of the Board exceeding the number of vacancies, the vacancies shall be filled by the candidate or candidates receiving the highest number of votes. The New Members of the Board shall assume office at the conclusion of the Meeting at which they were appointed.

7.04 The Chairman shall be elected by the AGM for a period of 2 years.. The Board will elect the Vice Chairman and the Treasurer among its members at the first Board meeting following the AGM. The Chairman shall have a casting vote in case of equal votes given by the Board members.

7.05 The Board shall meet at least four times a year. Members of the Board shall receive at least seven days notice of such meeting. Meetings of the Board shall be presided over by the Chairman or by a Vice Chairman, or, in their absence, by one of the Board Members, who shall be elected Chairman for the day. The Chairman only shall have casting vote as well as an original vote. Five Members of the Board shall form a quorum.

7.06 Special meetings of the Board may be convened by order of the Chairman, or in his absence by a Vice Chairman. They shall also be called by the Chairman, upon the requisition in writing of at least five Members of the Board. In each case not less than seven days notice of the proposed meeting shall be given to all Board Members.

7.07 In the event of any Member of the Board not attending, resigning, dying or becoming insolvent between the regular periods of annual election, the Members of the Board may declare the seat vacant, and may elect another Member of the Chamber to fill such vacancy. The Member so elected to fill such vacancy shall hold office until the next Annual General Meeting, but he/she shall be eligible for re-election.

7.08 At the Annual General Meeting in every year the Board shall lay before the Chamber an income and expenditure account for the period since the last preceding account made up to a date not more than 6 months before such meeting, together with a balance sheet made up at the same date. Every such balance sheet shall be accompanied by reports of the Board and the Auditors, and copies of such account, balance sheet and reports (all of which shall be framed in accordance with any statutory requirements for the time being in force) and of any other documents required by law to be annexed or attached thereto or to accompany the same shall, not less than twenty-one clear days before the date of the meeting, be sent to the Auditors and to all other persons entitled to receive notices of General Meetings in the manner in which notices are hereinafter directed to be served.

7.09 The Board shall have power:

(a) to take offices or acquire premises for the use of the Chamber;

(b) to appoint and to determine duties of a General Manager and such other officials as may be necessary for the due conduct of the business of the Chamber, with annual salaries or otherwise;

(c) to engage professional assistance and to remunerate all persons employed by them provided that no Board Member shall vote on any Board decision relating to his/her employment by the Chamber or where he/she or the Member he/she represents would benefit by such decision;

(d) subject to these Articles of Association, to call their own meetings and regulate their own organisation and proceedings.

(e) to act in the name of the Chamber and to determine the officials or Board Members authorised to represent the Chamber.

(f) to manage, inspire and superintend the affairs of the Chamber.

(g) to arrange meetings and other events on behalf of the Chamber and

(h) generally to exercise all powers and functions of the Chamber not hereby conferred upon General Meetings of the Chamber. The HBMA will chair the meeting of the Advisory Board.

Copies or extracts from minutes or other documents shall be certified by the signature of the Chairman, or failing him of an Officer. The Board may appoint Chapters or Committees for any special objectives and shall appoint an Advisory Board to the Chamber. The Advisory Board shall meet at least once every year with the Board and Committee Members, the General Manager, the Election Committee and Her Britannic Majesty’s Ambassador to Norway. The main functions of the Advisory Board are to give impulses, corrections, suggestions and guidelines for the future work of the Chamber. The Advisory Board is elected for a three year period, but may be re-elected.

7.10 The funds of the Chamber shall be under the control of the Board. The operation of this control may, however, be delegated by the Board to and exercised by any two officers from among the Chairman, the Vice-Chairman, and the Treasurer, or by any one of these officers jointly with the General Manager, and they may be empowered to operate the bank and post office accounts of the Chamber and to withdraw and deal with on behalf of the Board, any of its assets or property. A separate day to day account shall be operated by the General Manager alone. The size of such account to be decided by the Board. Accounts shall be kept in accordance with the guidelines appropriate for a non profit organisation. The financial year of the Chamber shall be the calendar year and the Treasurer shall be responsible for ensuring that the Chamber’s accounts are appropriately made up to 31st December of each year, for submission (after audit) to the Annual General Meeting.

8. Annual and General Meetings of the Chamber
8.01 An Annual General Meeting of the Members of the Chamber shall be held in each year during the month of march or not more than fifteen months after holding of the last preceding Annual General Meeting to:

(a) elect two Members as the signatories to the minutes;

(b) receive the reports of the Board and Committees;

(c) receive the statement of accounts;

(d) approve budget;

(e) elect new Members of the Board and, if appropriate to consider the removal of existing Board Members;

(f) consider, and if necessary take action with reference to any business or motion of which due notice has been given;

(g) receive communications from Members on any subject connected with the work, progress, or welfare of the Chamber;

(h) elect Auditors;

(i) determine any change to Membership subscriptions;

(j) discharge the Board and the Auditors from liability for their actions;

(k) where appropriate expel members of the Chamber or revise these Articles of Association:

(l) if appropriate consider liquidation of the Chamber;

(m) any other business.

8.02 Special General Meetings may be called by the Chairman or, in his absence, by a Vice-Chairman. They may also be called by any other Board Member upon the requisition in writing of at least eight Members of the Chamber.

8.03 Twenty-one days` notice in writing at least of every General Meeting (including the Annual General Meeting), exclusive in every case both of the day on which it is served or deemed to be served and of the day for which it is given, shall be given in the Chamber’s Bulletin or other official publication or in manner hereinafter mentioned to such persons (including the Auditors) as are under these presents entitled to receive such notices from the Chamber. Any notice for a General Meeting shall specify the place, the day and the hour of meeting, and in the case of special business (but not general business as set out in Article 8.01 above) the general nature of that business. At all meetings, 12 Members present shall form a quorum.

8.04 (a) Each Member shall be entitled to vote according to §4.01e at all general meetings of Members, which may be given personally or by the Members duly authorised agent. Any Member shall be allowed to vote by proxy. Proxies may only be given to persons having themselves the right to vote. Decisions of the General Meeting shall be by simple majority of those present or represented at such meeting unless otherwise stated therein.

(b) At any General Meeting a resolution put to vote shall be decided by a show of hands, unless a poll is demanded by the Chairman or by at least three Members, or by a Member or Members representing one-tenth if the total voting rights of all the Members who have the right to vote at the meeting. A declaration by the Chairman of the meeting that a resolution has been carried or lost, and an entry to that effect in the minutes book, shall be conclusive evidence of the decision made. A demand for a poll may be withdrawn.

(a) If a poll demanded in manner aforesaid, it shall be taken at such time and place, and in such manner as the Chairman of the meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

(b) No poll shall be demanded on the location of a Chairman of a meeting, or on any question of adjournment.

8.05 Elections to the Board shall be by simple majority in open meeting. The names of the candidates shall be sent to Members prior to the Annual General Meeting at which the election is to take place. In the election of the Members of the Board proxies shall be allowed.

8.06 Each meeting of the Board shall be presided over by the Chairman or, in his absence a Vice-Chairman, and in their absence the meeting shall elect a Chairman who shall be a Board member. The Chairman, the Vice-Chairman or another Board member acting as chairman shall have an original and also a casting vote.

8.07 Correct minutes of the proceedings of the Chamber at its General Meeting shall upon request to the General Manager be open to the inspection to Members of the Chamber at convenient times.

9 Publication of the Chamber
The Board shall determine what information shall be published and circulated to Members of the Chamber (whether as a written or electronic publication). The Board shall have the right to delegate such powers and day to day administration of the Chamber publications to a Committee or other parties as it shall, in its discretion, think fit.

10 Notices
10.01 A notice may be served by the Chamber upon any Member, either personally, by facsimile transmission, e-mail or by sending it through first class post in a prepaid letter, addressed to such Member at his registered place of abode or registered office (as appropriate)

10.02 A notice may be served by a Member on the Chamber either personally, by facsimile transmission, e-mail or though first class post in a prepaid letter addressed to the Chairman or the General Manager at the Chamber at their addresses.

10.03 Any notice, if served by post, shall be deemed to have been served at the time when the letter containing the same would be delivered in the ordinary course of the post; and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office.

11 Interpretation and Construction of the Articles of Association
If any question shall arise upon the interpretation or construction of these Articles of Association, the Board shall decide the point and their decision shall be final.

12 Amendments of Articles of Association
These Articles of Association shall come into effect on 29th March 2000 and may be added to or varied or any one more of these Articles of Association may be rescinded at any General Meeting of the Chamber provided that not less than twenty-one days` notice of any proposed amendments is given to the Chairman, who shall inform members of such proposed amendments at the same time as he/she gives notice of the meeting at which the amendments are to be discussed. Any amendments shall be adopted only if passed by three quarters of all members present or represented at such meeting.

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