Articles of Association for the Lithuanian-Norwegian Chamber of Commerce (LNCC)
Approved by the General Meeting on 6 May 2019.
The Lithuanian-Norwegian Chamber of Commerce is a forum and network for businesses, organisations and private individuals interested in strengthening the business cooperation between Lithuania and Norway.
The Lithuanian-Norwegian Chamber of Commerce is a non-profit association. The official abbreviation of the name is LNCC.
The LNCC’s head office will be located in Oslo or in another city in Norway, as decided by a majority of the LNCC’s members. Regional offices, agents or representatives may be based in appropriate centres in Norway or/and Lithuania.
The LNCC’s objectives are the following:
(a) promoting and protecting trade, commercial, financial and production interests and relations between Lithuania and Norway.
(b) promoting the interests of individual members and creating a network through social, cultural and professional events among the members.
4.01 The association shall consist of members who can be:
(a) companies or businesses with their registered address in Norway and/or Lithuania.
(b) alternatively, other private individuals, partnerships, companies that the LNCC’s board considers to be suited for membership.
(c) Limitations on voting rights
a. One vote per business membership
b. Personal membership does not confer voting rights
Membership is registered with the company name and names of contact persons.
4.02 Membership fees
(a) The membership fee will be decided at the LNCC’s annual general meeting based on the board’s recommendation. The membership fee falls due for payment on a date adopted by the board or within 30 days of approval of the membership. When registering for membership during the last three months of the year, membership will be free for the remaining months of that year.
4.03 A candidate for membership must sign a written membership agreement. The membership must be approved by the board. The LNCC secretariat shall keep a list of all its members.
4.04 A member must give written notification to the LNCC secretaria before the end of December if the member concerned wishes to cancel their membership. Otherwise, the member will be liable for the membership fee for the coming year. A member who has not paid the membership fee within the due date loses their right to vote until the membership fee has been paid. If the fee remains unpaid on 30 June, all membership privileges will cease until the payment has been made.
4.05 A majority of the members who attend the association’s annual or extraordinary general meetings in person or by proxy may, following resolution, expel a member who the majority consider to be unfit to be a member of the association with immediate effect. This is provided that seven days’ written notice is given to the member concerned regarding the planned vote, and that the member concerned is given an opportunity to be present during the meeting where such a decision has been proposed, with the possibility to defend themselves.
4.06 The LNCC may award an honorary membership to individuals that have carried out exemplary work to promote the LNCC’s object and interests. Honorary members are given a lifelong membership with all rights free of charge.
5. Use of resources
(a) The LNCC’s income and assets shall be spent exclusively on promoting the association’s objectives.
(b) In the event that the association is dissolved or wound up, after all liabilities have been met and capital is available, such capital shall be transferred to other Lithuanian or Norwegian institutions that promote similar objectives as the LNCC. Such an institution or institutions shall be decided by the members of the association on or before the time of dissolution. If the aforementioned cannot be carried out, the capital shall be donated to a Lithuanian or Norwegian charity.
6. Annual accounts
The association’s annual accounts should be evaluated by a member with accounting experience or by a person outside the association with accounting experience.
7. The board of directors
7.01 The association is led by a board that consists of members of the association. The members of the board will be elected at the general meeting of the association, and they will hold their office until the next general meeting. The board members must do their utmost to participate in the board meetings. The board shall consist of at least three, and a maximum of eight members, including the chair of the board.
7.02 All LNCC members have the right to nominate candidates for election to the board.
7.03 The chair of the board is elected by the general meeting for a period of two years. The board decides its own organisation, including who will be deputy chair of the board. The chair of the board shall have the casting vote in the event of parity of votes. The board shall appoint/hire a general manager. The chair of the board is the general manager’s superior.
7.04 The board shall convene at least four times a year. The board members will be given at least seven days’ notice of meetings. The board meetings shall be led by the chair of the board or the deputy chair.
7.05 Extraordinary board meetings can be convened as required by the chair of the board, or by the deputy chair in the event of the chair’s absence. The board members must be given at least seven days’ notice of the meeting.
7.06 If a member of the board does not attend a board meeting, resigns or dies, the office is declared vacant, and the board can elect a new member as member of the board.
A member who is elected to fill the vacant office shall hold the office until the next ordinary general meeting, where the member concerned will be elected to the board in the ordinary manner.
7.07 At the general meeting, the board shall present the LNCC’s annual budget and the board of directors’ report for approval.
7.08 The board shall manage the association’s capital. The day-to-day work of the association is managed by the general manager.
7.09 The board forms a quorum when at least fifty per cent of the board members are present.
8. General meetings of the association
8.01 The association’s annual general meeting shall be held every year in May or no more than 15 months after the last annual general meeting. The general meeting shall:
(a) elect two members to sign the minutes of the meeting;
(b) gain an overview of the accounts;
(c) elect new members to the board
(d) if necessary, consider whether to implement measures proposed by members of the association;
(e) approve the membership fee;
(f) if relevant, expel members of the association or revise the articles of association;
(g) consider the dissolution of the association;
(h) other matters that naturally fall under the duties of the annual general meeting in this type of association.
8.02 Extraordinary general meetings can be convened by the chair of the board or, in the chair’s absence, by the deputy chair of the board.
8.03 Written notice shall be given 21 days before each general meeting.
8.04 Each member shall have the right to vote in accordance with Article 4.01c at all general meetings. Each member has the right to vote by proxy. Proxies can only be given to people who themselves have the right to vote. The general meeting’s resolutions are adopted by a majority of those present, unless otherwise agreed.
8.05 The election of board members must be decided by a majority of those present.
9. LPO – Lithuanian Professionals Oslo
9.01 LPO is a structural unit of LNCC which aims to unite individual professionals of various areas
9.02 LPO acts based on its own LPO Charter (rules) which is approved by the LNCC board
9.03 LPO appoints their representative to the LNCC board
9.04 LPO members are seen as LNCC members too (limited to one person)
10. Amendment of the articles of association
These articles of association enter into force on the first annual general meeting and can only be amended by a qualified majority at the annual general meeting.