Article 1 – Objective
The objective of the Norway India Chamber of Commerce and Industry (hereinafter referred to as the “Chamber”) is to promote the development of commercial relations between India and Norway, as well as its members’ interests, in such forms as the Chamber deems opportune.
In order to achieve these objectives, the Chamber shall inter alia pursue the following:
a) Promote and develop relationships between companies, institutions and authorities in both countries
b) Promote and conduct information and knowledge sharing amongst its members and other relevant parties and possibly produce reports and studies relevant for its members
c) Conduct member meetings, seminars, conferences, trips/delegations and other activities to pursue the interests of its members
d) Communicate the interests of its members to relevant public authorities and organizations
e) Provide any relevant services to the extent decided by the Chamber at any time
f) Any other relevant activity to pursue the objectives set out in this Article 1
Article 2 – Members and membership
The Chamber shall have the following categories of members:
a) Partners
b) Business members
c) Associations and authorities
d) Individuals
e) Honorary members
Article 3 – Members
Individuals and legal entities shall be eligible as members of the Chamber, subject to the approval and full discretion of the Board. No one has a claim for membership, and refusal may be given by the Board without any stated reason.
Members of the Chamber shall be subject to the payment of an annual membership fee, determined in accordance with Article 7 of these Articles of Association. Honorary members may be exempted from paying membership fee.
Article 4 – Voting rights and eligibility
All members shall hold voting rights at the Chamber’s General Assembly and be eligible as members of the Board.
Article 5 – Termination of membership
The status of any member may lapse due to one of the following reasons:
1.Withdrawal notified in writing to the Chairperson of the Board, death of individual or cessation of legal entity
2.Failure to pay the annual membership fee
3.The conditions that justified the acceptance of a person/entity 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 Chairperson of the Board within 30 November. Notifications sent to the Chairperson 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, special events and any services provided.
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. The General Assembly may elect one or more deputy members, who may be personal or not personal deputy members. The Board shall determine the guidelines for the activities of the Chamber and may elect to have an administration in addition to the Board, including a Managing Director.
The Board membership is unpaid, unless the General Assembly has determined otherwise.
Article 9 – Board Term
Board members shall be appointed for a period of 2 years.
The 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 for further service.
Article 10 – Vacant seats
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 member(s) will take place.
Article 11 – Chairperson of the Board
The Board will have a Chairperson.
The Chairperson shall be appointed by the General Assembly or the Board for a period of 2 years. The Chairperson can be re-elected, but cannot serve for more than 4 years in a row.
Article 12 – Board meetings
The Board shall meet when convened by its Chairperson, to discuss matters of General interest to the Chamber. The Chairperson 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 in due time before the date of the Board Meeting.
Article 13 Procedures for 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 in writing. 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 Chairperson’s vote will count as two votes.
A Board member must not participate in the preparation or decision of any matters that are of such particular importance to him/her, any company, organization or institution where he/she is employed or engaged or any of his/her close relations, that he/she is seen as having a strong personal or special economic interest in the matter. The same applies for any Managing Director.
Article 14 – Accounts
The Chamber’s accounts shall be kept by an accountant appointed by the Board.
Article 15 – Representation
The Chamber shall be represented by the Chairperson acting alone or by two Board members acting together. If the Board elects to have a Managing Director, he/she will be able to represent the Chamber acting alone.
Article 16 – General Assembly
The ordinary General Assembly of the Chamber shall be held once a year, prior to 1 July.
The General Assembly shall:
– Approve the Annual Report of the Board
– Approve the accounts of the Chamber for the preceding year
– 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.
– Determine any amendments to the membership fees for the next year after proposal from the Board, cf. Article 7
– 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 7 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.
Article 17 – Procedures for the General Assembly
A General Assembly is headed by the Chairperson of the Board, or if he/she is excused, by another Board member.
A General Assembly is considered validly constituted when summoned according to the Articles of Association.
Members being legal entities shall appoint a representative and provide that person with necessary authority to vote at the General Assembly.
Members are entitled to vote by submitting prior written notice to the Board or by attendance at the General Assembly.
If not otherwise specified, any resolution put to the vote of the meeting shall be decided by simple majority.
The election of Board members may be prepared by a particular election committee, elected by the General Assembly the preceding year.
The General Assembly may decide that the voting procedure shall be confidential.
Article 18 – Notice of General Assembly
Written notice of the ordinary or extraordinary General Assembly shall be sent to each member, together with the agenda for the meeting, at least 14 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 Association must be approved by no less than 2/3 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.