Articles of association

This is an unofficial translation. If there is any difference between the versions, the Norwegian version applies: Vedtekter (in Norwegian).

Adopted by the Annual General Meeting on 1 June 2021.

Chapter 1: Legal form, purpose, scope, etc.

1.1 The association's name and legal form

1.1.1 The name of the association is Gramo, and its registered office is in the municipality of Oslo.

1.1.2 Gramo is a self-owning and independent legal entity with members. Neither the members nor others have any claim to the association's assets or property, nor are they liable for its debts or other obligations.

1.2 Purpose and scope

1.2.1 Gramo's purpose is to monitor, promote and collectively manage the economic neighbouring rights of producers of sound recordings and performers that Gramo has been authorised to manage by law or by assignment, licence or other agreement.

1.2.2 Gramo shall carry out collective management in a responsible, efficient and transparent manner towards both rights holders and users.

1.2.3 Gramo shall be approved by the Ministry of Culture to collect and distribute remuneration for making sound recordings available to the public through public performance and communication to the public, see section 21 of the Norwegian Copyright Act.

1.2.4 Gramo may enter into representation agreements, reciprocal agreements and exchange agreements with other collective management organisations.

1.2.5 Gramo may take on the practical administration of other areas of rights, also for other rights holders.

1.2.6 Gramo does not have economic interests or economic activity for its members as its purpose.

1.3 Membership

1.3.1 The rights holder group producers of sound recordings
Producers of sound recordings, both natural and legal persons, who have a right to remuneration under the provisions of section 21 of the Norwegian Copyright Act and/or producers of sound recordings, both natural and legal persons, who have other music rights under the Norwegian Copyright Act, may be admitted as members of Gramo.

1.3.2 The rights holder group performers
Performers who have a right to remuneration under the provisions of section 21 of the Norwegian Copyright Act and/or performers who have other music rights under the Norwegian Copyright Act may be admitted as members of Gramo.

1.3.3 Resignation from Gramo must be given in writing, with effect from 1 January of the following year and with 3 months' notice.

1.3.4 The right to membership lapses when a member no longer has a connection as described in point 1.3.1 or 1.3.2 above.

1.3.5 Gramo may charge its members a membership fee. The amount of the fee is decided by the Annual General Meeting. Members who owe fees for more than one year have no voting rights or other rights, and the board may remove them as members of Gramo.

1.4 Gramo's bodies

1.4.1 Gramo has the following bodies:

• Annual General Meeting
• Board

1.4.2 The board performs Gramo's internal control function unless the Annual General Meeting decides otherwise.

1.4.3 When it considers it necessary, the board may set up other bodies and committees to carry out specific tasks, which report to the board.

Chapter 2: The Annual General Meeting

2.1 General provisions

2.1.1 The Annual General Meeting is Gramo's supreme authority.

2.1.2 The Annual General Meeting may be held as a physical and/or electronic meeting. The board decides on the format before the notice of meeting is sent.

2.1.3 The Annual General Meeting has a quorum with the number of members with voting rights who attend in person or by proxy.

2.1.4 The chair of the board, or the person the board has appointed, opens the Annual General Meeting.

2.1.5 The person who opens the Annual General Meeting shall draw up a list of the members who are present, either in person or by proxy.

2.1.6 The Annual General Meeting then elects a chair of the meeting, who need not be a member of Gramo.

2.1.7 Unless otherwise provided, a resolution must, to be valid, be adopted by a simple majority of the votes cast in each rights holder group.

2.1.8 The Annual General Meeting may only consider items stated in the notice of meeting.

2.2 Members' right to attend and vote, etc.

2.2.1 All members have the right to attend the Annual General Meeting.

2.2.2 Each member may bring an adviser, whom the Annual General Meeting may grant the right to speak.

2.2.3 Applications for membership must be received by Gramo no later than one week before an Annual General Meeting for the rights holder to have voting rights at that Annual General Meeting.

2.2.4 Voting rights of producers of sound recordings

2.2.4.1 Voting rights at the Annual General Meeting for the rights holder group producers of sound recordings are weighted according to the remuneration earned in the previous year, as follows:

The voting rights of individual members are capped at 18% of the votes of the producer members present.

2.2.5 Voting rights of performers

2.2.5.1 Voting rights at the Annual General Meeting for the performers' rights holder group are held only by members who have received remuneration from Gramo during the last three settlement years.

2.2.6 In matters that concern only one of the rights holder groups, voting rights are given only to members within the rights holder group concerned.

2.2.7 A member shall be able to exercise their membership rights electronically.

2.2.8 The board shall ensure secure control of voting and participation when the right to vote and to exercise membership rights is exercised electronically.

2.3 Proxy

2.3.1 All members have the right to appoint another person or entity as their proxy, so that the proxy can represent the member at the Annual General Meeting and vote on the member's behalf. It is a condition that the appointment of a proxy does not lead to conflicts of interest.

2.3.2 The proxy must present a written and dated authorisation. If the authorisation is presented by electronic communication, a secure method of authenticating the sender must have been used.

2.3.3 The authorisation must be received by Gramo no later than one week before the Annual General Meeting.

2.4 Management's right and duty to attend

2.4.1 The chair of the board and the managing director shall attend the Annual General Meeting. In the event of valid absence, a substitute shall be appointed. Other board members may attend the Annual General Meeting.

2.4.2 The board members and the managing director have the right to speak at the Annual General Meeting.

2.5 Minutes

2.5.1 The chair of the meeting shall ensure that minutes are kept of the Annual General Meeting.

2.5.2 The resolutions of the Annual General Meeting shall be entered in the minutes, stating the outcome of the votes.

The list of those present shall be entered in or attached to the minutes.

2.5.3 The minutes are signed by two persons elected by the Annual General Meeting from among those present.

2.5.4 The minutes shall be kept available to Gramo's members and stored securely.

2.6 Ordinary Annual General Meeting

2.6.1 The ordinary Annual General Meeting shall be held within six months of the end of each financial year.

2.6.2 The ordinary Annual General Meeting is prepared and convened by the board with at least 4 weeks' notice, sent directly to members with a known electronic address in Gramo's register of members and published in Gramo's own publication channels. The notice shall state how members can access the documents for the Annual General Meeting.

2.6.3 Proposals to be considered at the Annual General Meeting must be received by the board by 1 March.

2.6.4 The full agenda and the documents for the Annual General Meeting must be made available to members in a proper manner at least 1 week before the Annual General Meeting, and are only sent to members who request them.

2.6.5 The ordinary Annual General Meeting shall consider the following items:

(1) Election of a chair of the meeting, a minute-taker and two persons to sign the minutes of the Annual General Meeting

(2) Approval of the annual report and annual accounts

(3) Auditor's report

(4) Approval of board fees

(5) Approval of the auditor's fee

(6) Discharge of the board from liability

(7) Election of the board and deputy members

(8) Election of the nomination committee

(9) Election of a state-authorised public accountant as auditor

(10) Any other committees and working groups that the Annual General Meeting may decide to set up

(11) Any other items from the board, submitted by the members, or that by law or under the articles of association fall to the Annual General Meeting.

2.6.6 Where relevant, the ordinary Annual General Meeting shall decide on:

(1) General principles for the distribution of remuneration to rights holders.

(2) General principles for the use of amounts that cannot be distributed.

(3) General investment strategy for rights revenue and any income from the investment of that revenue.

(4) General principles for deductions from rights revenue and any income from the investment of that revenue, including deductions for the use of funds for collective distribution.

(5) The use of amounts that cannot be distributed (collective funds)

(6) The risk management strategy

(7) Approval of the purchase, sale or mortgaging of real property.

(8) Approval of mergers and alliances, the establishment of subsidiaries and the acquisition of other entities or of shares or rights in other entities.

(9) Approval of borrowing, lending or loan guarantees.

(10) Approval of the annual transparency report.

2.6.7 In matters for resolution that concern only one of the rights holder groups, the voting rules in 2.2.6 apply.

2.7 Extraordinary General Meeting

2.7.1 The board may convene an Extraordinary General Meeting.

2.7.2 The board shall convene an Extraordinary General Meeting when the auditor or at least one tenth of the members demand it in writing in order to have a specific matter considered. The board shall ensure that the meeting is held within one month of the demand being made.

2.8 Nomination committee

2.8.1 The ordinary Annual General Meeting shall elect a nomination committee, which shall prepare and submit recommendations for the election of board representatives.

2.8.2 The nomination committee shall consist of 5 members, each with a personal deputy member.

2.8.3 2 of the 5 members of the nomination committee, and their deputy members, are elected by members from the rights holder group producers of sound recordings.

2.8.4 2 of the 5 members of the nomination committee, and their deputy members, are elected by members from the rights holder group performers.

2.8.5 The chair of the nomination committee, and the deputy member for the chair of the board, shall be independent of the rights holder groups.

2.8.6 The nomination committee's recommendation for the chair of the board, and for the deputy member for the chair of the board, is prepared by the full nomination committee.

2.8.7 The nomination committee's recommendation for board members, and deputies, belonging to the rights holder group producers of sound recordings is prepared by the members of the nomination committee elected by that group.

2.8.8 The nomination committee's recommendation for board members belonging to the rights holder group performers is prepared by the members of the nomination committee elected by that group.

2.8.9 Gender balance shall be sought in the recommendation.

2.8.10 Representatives other than those recommended by the nomination committee may be proposed at the Annual General Meeting.

2.8.11 The board proposes to the Annual General Meeting representatives for Gramo's nomination committee.

2.9 Amendments to the articles of association

2.9.1 Amendments to the articles of association require a 2/3 majority in both rights holder groups and may only be made at an ordinary Annual General Meeting or an Extraordinary General Meeting after having been on the agenda.

2.9.2 In matters concerning the articles of association that concern only one of the rights holder groups, the voting rules in 2.2.6 apply.

2.9.3 Amendments to the articles of association must be approved by the Ministry of Culture.

Chapter 3: Gramo's management

3.1 The board

3.1.1 The board is Gramo's highest body between Annual General Meetings.

3.1.2 Gramo shall have a board consisting of 7 members and personal deputy board members.

3.1.3 3 board members, and their personal deputy board members, are elected by members from the producers of sound recordings' rights holder group. A company and all its subsidiaries may only have one board member and one deputy board member. 3 board members and their personal deputy board members are elected by members from the performers' rights holder group.

3.1.4 The seventh board member shall be Gramo's independent chair of the board and is elected by a simple majority within both rights holder groups.

3.1.5 If a simple majority is not reached in both rights holder groups for the election of the chair of the board, the election shall be made in accordance with the nomination committee's recommendation, but only if the recommendation is unanimous. Otherwise, the chair of the meeting shall ask the Ministry of Culture to appoint the chair of the board.

3.1.6 The six ordinary board members and the deputy members are elected for one year at a time, while the chair of the board is elected for two.

3.1.7 The board itself elects a first and a second vice-chair, one from each of the rights holder groups. These positions rotate annually between the two rights holder groups.

3.2 Management of the organisation

3.2.1 The management of Gramo is the responsibility of the board. The board shall ensure that the activities are properly organised.

3.2.2 The board shall set plans and budgets for Gramo's activities. The board may also set guidelines for the activities.

3.2.3 The board shall keep itself informed of Gramo's financial position and is obliged to ensure that Gramo's activities, accounts and asset management are subject to adequate control.

3.2.4 The board carries out the investigations it considers necessary to perform its duties. The board shall carry out such investigations if one or more of the board members demand it.

3.3 Instructions for the managing director

3.3.1 The board may issue instructions for the managing director.

3.4 The board's procedures

3.4.1 The board shall consider matters in meetings, unless the chair of the board finds that the matter can be presented in writing or dealt with in another adequate manner. The annual accounts and the annual report shall be considered in a meeting.

3.4.2 The chair of the board shall ensure that the board members, as far as possible, can take part in a joint consideration of matters dealt with without a meeting. The board members and the managing director may demand that a matter be considered in a meeting.

3.4.3 Board proceedings are chaired by the chair of the board. If neither the chair nor the vice-chair takes part, the board elects a person to chair the proceedings.

3.4.4 The managing director has the right and the duty to take part in the board's consideration of matters and to speak, unless otherwise decided by the board in the individual matter.

3.5 When the board can make decisions

3.5.1 The board can make decisions when more than half of the members are present or take part in the board proceedings.

3.5.2 However, the board may not make a decision unless all board members have, as far as possible, been given the opportunity to take part in the consideration of the matter.

3.5.3 If anyone is unable to attend, the deputy member shall be called. The board may give deputy members the right to attend meetings.

3.6 Majority requirements

3.6.1 A decision of the board requires that a majority of the board members taking part in the consideration of a matter have voted in favour.

3.6.2 In the event of a tie, the chair of the meeting has the casting vote.

3.7 Disqualification

3.7.1 A board member must not take part in the consideration or decision of questions that are of such particular importance to the member or to any related party that the member must be regarded as having a prominent personal or financial special interest in the matter. The same applies to the managing director. When deciding whether someone is a related party under this provision, section 1-5 of the Norwegian Limited Liability Companies Act applies correspondingly.

3.7.2 Nor may a board member or a managing director take part in a matter concerning a loan or other credit to themselves, or the provision of security for their own debt.

3.8 Abuse of position

3.8.1 The board and others who represent Gramo must not do anything that is likely to give certain of Gramo's members or others an unreasonable advantage at the expense of other members or of Gramo.

3.8.2 The board and the managing director must not comply with any decision of the Annual General Meeting or another body if the decision is contrary to law or to Gramo's articles of association.

3.9 Board minutes

3.9.1 Minutes shall be kept of the board proceedings. They shall at least state the time and place, the participants, the procedure and the board's decisions.

3.9.2 If the board's decision is not unanimous, the number of votes shall be stated.

3.9.3 A board member or managing director who does not agree with a decision may demand that their view be entered in the minutes.

3.9.4 The minutes shall be signed by the board members who have taken part in the board proceedings.

3.10 Day-to-day management

3.10.1 The managing director is responsible for the day-to-day management of Gramo's activities and shall follow the guidelines and instructions given by the board.

3.10.2 Day-to-day management does not include matters that, given Gramo's circumstances, are of an unusual nature or of great importance.

3.10.3 The managing director may otherwise decide a matter when authorised by the board in the individual case, or when the board's decision cannot be awaited without significant disadvantage to Gramo. The board shall be notified of the decision as soon as possible.

3.10.4 The managing director shall ensure that Gramo's accounts comply with laws and regulations, and that asset management is arranged in a satisfactory manner.

3.11 The managing director's duties to the board

3.11.1 At least every three months, the managing director shall, in a meeting or in writing, inform the board of Gramo's activities, position and financial performance.

3.11.2 The board or a board member may at any time demand that the managing director give the board a more detailed account of specific matters.

3.12 Preparation of matters and notice

3.12.1 The managing director prepares matters to be considered by the board in consultation with the chair of the board. A matter shall be prepared and presented in such a way that the board has a satisfactory basis for its consideration.

3.12.2 Notice of board proceedings is given in an appropriate manner and with the necessary time limit.

3.13 External representation

3.13.1 The board represents Gramo externally and has the authority to sign on its behalf.

3.14 Authority to sign on behalf of Gramo

3.14.1 The board may give board members, the managing director or named employees the right to sign on behalf of Gramo.

3.14.2 The right to sign on behalf of Gramo may be revoked at any time. Authority laid down in the articles of association may be revoked by the board when the decision of the Annual General Meeting cannot be awaited without harm to Gramo.

3.14.3 The provisions on disqualification apply correspondingly to an authorised signatory who is not the managing director or a member of the board.

3.15 The managing director's external representation

3.15.1 The managing director holds Gramo's power of procuration (prokura).

3.15.2 The managing director represents Gramo externally in matters that form part of the day-to-day management.

Chapter 4: Accounts, audit, reporting, etc.

4.1 Accounts

4.1.1 Gramo's financial year is the calendar year.

4.1.2 The accounts shall be audited by a state-authorised public accountant, see point 4.2.

4.2 Auditor

4.2.1 The Annual General Meeting shall elect a state-authorised public accountant. The board proposes an auditor to the Annual General Meeting.

4.2.3 The Annual General Meeting shall approve the auditor's fee.

4.2.4 The auditor serves until another auditor has been elected.

4.2.5 If the auditor's engagement ends before the end of the term of service, the board shall without delay arrange for the election of a new auditor, who serves until the next Annual General Meeting. The same applies if the auditor is no longer a state-authorised public accountant.

4.2.6 For each financial year, the auditor shall submit an auditor's report to the Annual General Meeting.

4.2.7 The auditor shall attend the Annual General Meeting when the items to be considered are of such a nature that this must be considered necessary. Otherwise, the auditor has the right to attend the Annual General Meeting.

Chapter 5: Dissolution of Gramo, entry into force, etc.

5.1 Dissolution

5.1.1 The dissolution of Gramo may only be considered at an Annual General Meeting and requires a 2/3 majority in both rights holder groups. The dissolution must be confirmed at a new Annual General Meeting by an ordinary majority in both rights holder groups.

5.1.2 The resolution to dissolve shall contain provisions on how Gramo's assets and any obligations are to be distributed.

5.2 Entry into force and transitional provisions

5.2.1 These articles of association enter into force when approved by the Ministry of Culture, but no earlier than 1 January 2022.