ARTICLES OF ASSOCIATION – BRAZILIAN – NORWEGIAN CHAMBER OF COMMERCE
The objective of the Brazilian-Norwegian Chamber of Commerce (hereinafter referred to as: the “Chamber”), located in Oslo, is to promote the development of commercial relationships between Brazil and Norway, in such forms as the Chamber deems opportune.
It is recommendable that each company member of the Chamber conducting international business has a sound anti corruption policy regardless of the size of its organization.
The Chamber recommends to its members to use as a practical tool, the “Anti Corruption Ethics and Compliance Handbook for Business”, published by OECD, UNOCD and World Bank.
The Chamber shall have the following categories of members:
a) Honorary members; and
b) Active members who pay an annual membership fee.
The honorary members of the Chamber shall be recommended by the Board. Both members and non-members are eligible as honorary members.
The honorary members shall be recommended by the Board of Directors and approved by the general meeting on account of special services rendered to the Chamber.
The honorary members shall receive written notification of every board meeting and every general meeting. They shall be entitled to participate without voting right to such meetings.
Physical and legal persons 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 9 of the Articles of Association.
Only active members shall have voting right at the Chamber’s general meeting and shall be eligible as members of the Board.
The status of member may lapse due to one of the following reasons:
- withdrawal notified to the chairman of the Board; 2. failure to pay the annual membership fee;
- 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 meeting of the Chamber; or
- a resolution voted by the Board with a majority of 3⁄4 of the voting rights. Against such decision, the disqualified member(s) shall be entitled to appeal to the general meeting of the Chamber.
Members who wish to withdraw must address a written notification to the chairman of the Board within October 31st., if they wish to be exempted from the payment of the annual membership fee for the following year.
Notifications sent to the chairman of the Board after October, 31st. shall not exempt the withdrawing member from the payment of the membership fee for the following year.
The annual membership fee is proposed by the Board and approved by the annual general meeting for the following year. The membership fee is invoiced in January each year.
The Chamber shall be administered by a Board of no less than 5 and no more than 12 active members elected by the general meeting.
One of the Board members shall be a representative appointed by the Brazilian Embassy in Oslo.
The Board shall determine the guidelines for the activities of the Chamber.
Board members shall be appointed for a period of 2 years. However, 1⁄2 of the Board members shall stand for election every year.
A Board member who fails to attend any two board meetings during a calendar year will automatically loose his/her position in the Board, unless the Board considers that the member’s absence was justified.
Should any seats become vacant during the year, the Board may appoint new members for the time remaining until next general meeting of the Chamber, where a regular election of Board members will take place.
The Chairman of the Board shall be appointed by the general meeting for a period of two years.
The chairman can be re-elected.
The Board may at its discretion appoint from among its members two vice- chairmen, one treasurer and one secretary.
The Board shall meet when convened by its chairman, to discuss matters of general interest for the Chamber.
The chairman shall convene the Board when requested by 1/3 of the Board members.
A written notification including the agenda for the meeting shall be addressed to each member of the Board at least 7 days before the date of the Board meeting.
A quorum shall consist of no less than 50% of the Board members present in person at the meeting.
Any resolution put to the vote of the Board shall be decided by simple majority, except if stated explicitly otherwise in these Articles.
The Chamber’s accounts shall be kept by the treasurer under the supervision of and in accordance with the instructions of the Board.
The Chamber shall be represented by the chair of the Board or by two members of the Board jointly.
The ordinary general meeting of the Chamber shall be held once a year within the end of March. The general meeting shall: – approve the Annual Report of the Board – approve the account of the Chamber for the past year – approve the budget proposed by the Board for the current year – every 2nd year elect the Chairman of the Board – every year elect 1/2 of members of the Board plus 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 meetings can be convened by the Board or upon written request of 1/3 of the members of the Chamber.
Members shall be entitled to vote by letter or by proxy. A proxy cannot represent more than 1/10 of the members.
A general meeting is considered validly constituted when no less than 1/8 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. The meeting so convened shall be deemed to be duly constituted, regardless of the number of members being present or represented.
If not otherwise specified in the Articles of Association, any resolution put to the vote of the meeting shall be decided by simple majority.
Written notice of the ordinary or extraordinary general meeting shall be sent to each member, together with the agenda for the meeting, at least 21 days before the date of the meeting.
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 meeting. Any amendment to the Articles of Association must be approved by no less than 2/3 of those present or represented at the Chamber’s general meeting.
The Chamber can be terminated by a resolution adopted by 2/3 of the active members.
The assets available upon termination shall be disposed of in accordance with the resolutions of the general meeting.