Articles of Association

Articles of Association
Norsk-Ukrainsk Handelskammer

Org.nr. 993 468 606

(adopted on 20 November 2008, amended on 7 February 2013)

§ 1 Name of association

The name of the association is “Norsk-Ukrainsk Handelskammer”.

§ 2 Place of location

The association shall have its office in municipality of Oslo.

§ 3 Vision

The association “Norsk-Ukrainsk Handelskammer” is established to stimulate increased commercial cooperation between Norway and Ukraine.

The association shall work for the interest of its members. It shall refrain from any political and ideological activity and shall not have other commercial interests than covering its own operating expenses.

§ 4 Activity

The chamber of commerce shall encourage the commercial relations between Norway and Ukraine in order to further its members’ business interests in the two countries. The association shall cooperate with public agencies and other business associations to further its vision.

The association shall mainly contribute to build relationships and arrange contact between parties and maintain, arrange and develop business relations between members and potential business partners.

The Association and its members shall in all their activities observe a policy of zero tolerance towards corruption. Any violation of this clause will be deemed as ground for dismissal of membership in accordance with Article 6.

The chamber of commerce may on a commercial basis provide or arrange relevant services, such as:

Information and advisory services; studies, reports and legal information.
Collecting and distribute information about the economic situation in Norway and Ukraine, including providing information about the status and development of commercial and trade related issues through publications.
Carrying out events such as member meetings, information seminars, delegation visits, discussions and press conferences.
Monitoring sales, purchasing and investment possibilities in Norway and Ukraine.
Translation and interpreter services.

§ 5 Financial matters

Upon formation the association has no equity capital. The activities of the chamber shall be financed by subscription fees, selling services to members and voluntary contributions.

The fiscal year follows the calendar year. The chamber is not liable with more than its own assets, and its members are not liable for the obligations of the chamber.

§ 6 Membership

Members are private and public companies, private individuals and associations in both countries that are interested in cooperation between businesses in Norway and Ukraine.

The association may decide to invite associated and honorary members.

Membership is granted by the board on the basis of a written application. Applicants are not entitled to receive grounds for rejection. To approve new members authority can, when needed, delegate to the general manager. The rejection of applicants and exclusion of members shall be decided by the board.

Members are entitled to meet and vote at the annual general meeting. Members can attend the annual meeting and other events with an unlimited number of representatives.

Members shall contribute to achieve the chambers goals, follow the article of association and support the decisions of the various bodies of the association.

Members are under an obligation to pay the membership fee determined by the board. Members who have not paid their membership fees are not entitled to vote and can be excluded as members of the board after reasonable time.

A member may by written notice to the Board terminate its membership in the association. Such termination takes effect as of 1st January of the following calendar year. All membership obligations, including the obligation to pay the membership fee, shall remain in effect until this date.

The board may terminate the membership with immediate effect if a member does not act according to its duties, or if other reasons call for such termination. A termination of membership does not give the member the right to a refund of membership fees.

§ 7 Nomination Committee

The association shall have a Nomination Committee consisting of two members. The annual general meeting shall elect and establish the mandate of the committee.

§ 8 Board of Directors

The chamber shall have a board of directors consisting of from six to eleven board members. Each member company can only have one representative in the board. A deputy board member can be appointed from the same member. Each member is elected for a period of two years, and can be re-elected. The board can delegate to the general manager by written instructions.

The board shall work to realize the associations goals and visions. Decisions taken at the annual meeting shall be followed.

The board has, among others, the following duties:

Elect a chairman and a deputy chairman.
Prepare an annual report and notice of the annual meeting.
Determine an annual membership fee.
Set a budget and follow up on the chambers finances.
Approve and exclude members.
Direct and follow up on the day to day activity of the chamber.

The chairman or vice-chairman of the board of directors is authorized to sign on behalf of the chamber.

§ 9 General manager

The board of directors is authorized to hire a general manager (part or full time) or to hire consultants. The general manager gets his/her tasks delegated by the board.

§ 10 Annual meeting

The annual general meeting consists of the paying members at any given time. Members can be represented by an authorised representative.
The annual general meeting is the supreme authority of the chamber.
The annual general meeting forms a quorum when the meeting is summoned according to the articles of association.
The annual general meeting is chaired by the chairman of the board or in his/her absence the deputy chairman.
Decisions are reached by simple majority. In the event of a voting tie the chairman has a double vote.
The annual general meeting is to be held in the first half of every year.
The board of directors is to summon to the annual meeting at least 4 weeks prior to the meeting.

The annual meeting shall consider and decide the following issues:

Approval of the annual report and annual accounts.
Election of members of the Nomination Committee, board members and auditor.
Changes in the articles of association.
Other issues that according to the articles of association are to be considered at the annual meeting.

§ 11 Extraordinary annual meeting

An extraordinary annual meeting is called by the board by its own decision or not later than six weeks after written demand from ten percent or more of the members.

§ 12 Transfer of membership

A member cannot transfer its membership.

§ 13 Dissolution of the association

Dissolution of the chamber can only take place if approved by the annual meeting. Dissolution can be proposed by the board or by one-third or more of the members.

§ 14 Changes in the article of association

A decision to change the articles of association must be approved by the annual meeting with at least three-fourths (¾) majority. A proposal to change the articles of association must be made at least 2 weeks prior to the annual meeting.