Articles of Association

Article 1 - Objective

The objective of the Norwegian –Indian Chamber of Commerce (hereinafter referred to as the “Chamber”), located in Oslo, is to promote the development of commercial relations between India and Norway, in such forms as the Chamber deems opportune. The official address of the Chamber is “Norwegian – Indian Chamber of Commerce, Fuglåsveien 53, 1488 Hakadal. Regulary meetings will be arranged in Oslo. 

Article 2 - Members and membership

The Chamber shall have the following categories of members:

a) Companies/organizations
b) Small and medium sized companies
c) Individuals

Article 3 - Members

Individuals and legal entities shall be eligible as members of the Chamber, subject to the approval of the Board.

Active members of the Chamber shall be subject to the payment of an annual membership fee, determined in accordance with Article 8 of these Articles of Association.

Article 4

Only active members shall hold voting rights at the Chamber’s General Assembly and be eligible as members of the Board.

Article 5

The status of any member may lapse due to one of the following reasons:
1.Withdrawal notified to the President of the Board
2.Failure to pay the annual membership fee
3.The conditions that justified the acceptance of a person as member of the Chamber do not longer exist, provided that the disqualified member(s) shall be entitled to appeal to the General Assembly of the Chamber; or 
4.By a decision adopted by consensus of the Board. Against such decision, the disqualified member(s) shall be entitled to appeal to the General Assembly of the Chamber.
 
Article 6 - Notification

Members who wish to withdraw must address a written notification to the President of the Board within 30 November. Notifications sent to the President of the Board after 30 November shall not exempt the withdrawing member from the payment of the membership fee for the following year. 

Article 7 - Income sources 

The Chamber gets funds mainly from donations, membership fees and special events
The annual membership fee is proposed by the Board and approved by the General Assembly.  

Article 8 – Administration

The Chamber shall be administered by a Board of no less than 5 and no more than 9 active members elected by the General Assembly. Ambassador of India to Norway may authorize a representative from the Embassy to attend the local meeting. 
The Board shall determine the guidelines for the activities of the Chamber.

Article 9 – Board Term

Board members shall be appointed for the first period from 2006- 2008, then for a period of 2 years. Board members, who in the course of one year have not attended at least one meeting of the Board, may by the Board be considered as disqualified.
 
Article 10

Should any seats become vacant during the year, the Board may appoint new members for the time remaining until next General Assembly of the Chamber, where a regular election of Board members will take place.

Article 11 – Board Structure

The Board will be constituted at least by one President and four Vice-Presidents.
The President of the Board shall be appointed by the General Assembly for a period of 2 years. The President can be re-elected, but cannot serve for more than 4 years in a row.

Article 12

The Board shall meet when convened by its President, to discuss matters of General interest to the Chamber. The President shall convene the Board when requested by a minimum of 1/3 of the Board members. A written notification including the agenda for the meeting and any relevant support documentation shall be addressed to each member of the Board at least 14 days before the date of the Board Meeting.

Article 13 – Quorum of the board

In order for the Board to meet, at least half of the Board members should be present.

Provided that all other conditions set by the Articles of Association are satisfied, any member of the Board shall be entitled to vote by letter or by proxy. Any resolution put to the vote of the Board shall be decided by simple majority, except if stated explicitly otherwise in these Articles.

In case of equal vote, the President’s vote will count as two votes.

Article 14

The Chamber’s accounts shall be kept by one of the Vice-President under the supervision of and in accordance with the instructions of the Board. 

Article 15

The Chamber shall be represented by the President or by one of the Vice-Presidents. 

Article 16 – General Assembly

The ordinary General Assembly of the Chamber shall be held once a year within the end of April, first time 2008 and then every year,

 The General Assembly shall:
- Approve the Annual Report of the Board
- Approve the accounts of the Chamber for the preceding year
- Approve the budget proposed by the Board for the current year
- Every 2nd year elect the President.
- Every year elect new members of the board to replace the ones that have served for two years and any replacements required to fill positions vacated during the past term
- Elect an auditor for the Chamber's accounts, who shall not be a member of the Board.
- Consider and decide upon any other issues which have been requested in writing to be placed on the agenda by the members of the Chamber at least 14 days prior to the meeting
- Discuss any other business of relevance to the functions of the Chamber  

Extraordinary General Assemblies can be convened by the Board or upon written request of a minimum of 1/3 of the members of the Chamber. 

Members shall be entitled to vote by letter or by proxy.

Article 17

A General Assembly is considered validly constituted when no less than half of the Chambers’ members are present or represented by proxy or letter.

If a quorum is not reached, the Board shall convene a new meeting to be held no earlier than 14 days and no later than 2 months after the first meeting. Such meeting convened is deemed duly constituted, regardless of the number of members being present or represented.

If not otherwise specified, any resolution put to the vote of the meeting shall be decided by simple majority.

Article 18

Written notice of the ordinary or extraordinary General Assembly shall be sent to each member, together with the agenda for the meeting, at least 21 days before the date of the meeting.  

Article 19 – Amendments

The Articles of Association can be amended pursuant to a proposal of the Board or to a proposal addressed to the Board by no less than 1/3 of the members of the Chamber. The proposal shall be included in the agenda for the next General Assembly.
Any amendment to the articles of the Statutes must be approved by no less than 3/4 of those present or represented by proxy at the Chamber’s General Assembly.  

Article 20 – Termination

The Chamber can be terminated by a resolution adopted by 3/4 of the active members. The assets available upon termination shall be disposed of in accordance with the resolutions of the General Assembly. 
Bergen, 2006-06-06
Amended Oslo, 2011-07-06