§ 1 NAME
The Association's name is Association of Consulting Architects in Norway.
The Association's offices are in Oslo and the Association is led by a chief executive officer.
§ 2 OBJECTIVES
Association of Consulting Architects in Norway is the member firms' tool for creating the best possible commercial terms by working to improve architectural firms' framework conditions - political, financial and in relation to clients.
Association of Consulting Architects in Norway shall work to ensure that architectural firms' contribution to the value creation in society is visible.
Association of Consulting Architects in Norway may enter into collective wage agreements.
§ 3 ACTIVITIES
The Association's activities will consist of common marketing and lobbying measures, including communicating with and influencing political, public- and private-sector decision-makers, and being responsible for or taking part in research work, work related to rounds of consultations and other activities that are important to architectural firms' operations.
Association of Consulting Architects in Norway shall monitor and influence developments in national and international areas that are important to its members' operations.
Association of Consulting Architects in Norway shall improve members' and decision-makers' knowledge of the purchasing process relating to, and the execution of, architectural assignments.
Association of Consulting Architects in Norway shall create arenas for business, marketing, professional, ethical and relationship developments.
§ 4 MEMBERSHIP
§ 4-1 General membership requirements
Only architectural firms that meet the requirements stipulated in these statutes and by the annual meeting may be a member of Association of Consulting Architects in Norway.
Members shall:
1. have professionally qualified management of their day-to-day work,
2. have professionally qualified management of each individual assignment,
3. have liability insurance in accordance with the industry's prevailing requirements,
4. be professionally and financially independent so that the client is ensured impartial advice,
5. carry out their operations in accordance with Association of Consulting Architects in Norway's code of business conduct. Members are responsible for ensuring that their employees also act in compliance with this code.
§ 4-2 Requirements regarding professionally qualified managers
An architect who holds, and who has held for at least three years, a leading position in an architectural firm or some other relevant firm, as either a practising architect or the general manager, is to be regarded as a professionally qualified manager.
A professionally qualified manager shall have a Sivilarkitekt (university) degree in architecture or a Master's degree in Architecture or have architectural expertise that corresponds to the membership requirements of National Association of Norwegian Architects (NAL), Norwegian Association of Professional Landscape Architects (NLA) or Norwegian Organisation of Interior Architects and Furniture Designers (NIL).
A member may have several professionally qualified managers. The annual meeting may stipulate more detailed rules governing the requirements regarding professionally qualified managers.
§ 4-3 Duty of disclosure
The members undertake to provide the Association with the information necessary for implementing the statutes and for the Association's objectives and operations, including information relating to the registration of professionally qualified managers in accordance with §4-2.
§ 4-4 Logo
The members are entitled to use Association of Consulting Architects in Norway's logo according to the executive board's more detailed regulations.
§ 4-5 Collective wage agreements
Members that are employers may enter into prevailing collective wage agreements entered into by Association of Consulting Architects in Norway.
§ 5 MUTUAL MEMBERSHIP OF ASSOCIATION OF CONSULTING ARCHITECTS IN NORWAY SERVICE
Members of Association of Consulting Architects in Norway shall be members of Association of Consulting Architects in Norway Service and vice versa. Members of Association of Consulting Architects in Norway thus undertake to at all times also meet all the membership requirements stipulated in the statutes of Association of Consulting Architects in Norway Service. Withdrawal or exclusion from one of these associations involves the simultaneous termination of membership in the other association.
§ 6 LOCAL ASSOCIATIONS
Members of Association of Consulting Architects in Norway may also become a member of local associations that have links with Association of Consulting Architects in Norway and statutes that correspond to those of Association of Consulting Architects in Norway. The local associations choose their scope in consultation with the executive board of Association of Consulting Architects in Norway in order to promote the interests of Association of Consulting Architects in Norway's members.
The local associations shall keep minutes of their activities and send a copy of these regularly and without being asked to Association of Consulting Architects in Norway. The local associations shall also otherwise, to the extent necessary, keep Association of Consulting Architects in Norway continuously informed of their activities. Similarly, the local associations shall be informed of Association of Consulting Architects in Norway's plans and activities.
Association of Consulting Architects in Norway is not liable for the local associations' financial dispositions or other obligations.
§ 7 ANNUAL MEETING
§7-1 Ordinary annual meeting
The annual meeting is the Association's supreme authority and can pass resolutions on any matter concerning the Association. An ordinary annual meeting is to be held each year by the end of June and may be held according to a resolution passed by a previous annual meeting. The executive board is to issue notice of the meeting, enclosing the agenda and case documents, at least 14 days prior to the annual meeting.
The annual meeting is to be chaired by the person elected to this post and is quorate for the issues stated in the notice of the meeting. The annual meeting cannot pass resolutions on matters other than those mentioned in the notice of the meeting unless this is agreed to by all the members (including those that are not present).
§7-2 The matters to be dealt with
The annual meeting shall deal with the following:
- The formal opening of the meeting. Chapter 5-12 (5-IV) of the Norwegian Private Limited Companies Act is applicable in so far as it is relevant
- The annual report
- The proposal regarding the annual accounts and balance sheet, including the appropriation of the profit or settlement of the loss
- The remuneration to the auditor
- The basis for determining next year's vote distribution and fees according to the budget
- The budget
- The remuneration to employee representatives on the board
- Elections
- The time and place of the next annual meeting
- Other matters mentioned in the notice of the annual meeting.
Members' proposals regarding matters to be dealt with must be submitted to the executive board two months prior to the annual meeting.
The annual meeting may stipulate more detailed rules governing how the board is to deal with collective wage agreements and other important employer issues, including the expansion of the board to include employer representatives and rules governing ballots.
§ 7-3 Rights to attend the meeting and vote
All the members' employees and employee representatives are entitled to attend the annual meeting and state their views there. Members that have paid the fee and otherwise comply with § 4 are entitled to vote.
No member may take part in a vote concerning a contract with, or responsibility for, the member itself, any of its closely related parties or others that have a prominent financial or personal special interest in the matter.
§ 7-4 Elections
A nomination committee consisting of three people elected by the previous annual meeting is to nominate candidates for the executive board and auditor's position.
The executive board is to nominate the members of next year's nomination committee.
Should any changes to elected bodies take place between the annual meetings, the executive board is to determine and implement the necessary measures.
§ 7-5 Voting
At the annual meeting, resolutions are passed by a simple majority of the votes cast. In the case of a tied vote, the chair of the meeting has the casting vote, although such that in the case of an election the decision is arrived at by drawing lots. Regarding resolutions to amend the statutes or appeals against the exclusion of a member, a 2/3 majority of the votes cast is required. A resolution to dissolve Association of Consulting Architects in Norway or to amend §16, paragraph two requires a ¾ majority of the votes cast - refer to §16. Blank votes are regarded as votes which have not been cast.
The number of votes assigned to each member is calculated according to the number of man-years reported according to the following formula and rounded off to the nearest whole figure (minimum = 1).
(A + B tanh p + C x p) x 1000
n
where
A = the minimum share when p = 0
B = the maximum share when A = 0 and C = 0
n = the parameter that determines how quickly the tanh curve rises towards the maximum value B
p = the number of man-years
C = the slope of the straight-line contribution to the share
The figures A, B, n and C are to be determined by the annual meeting.
A member that is prevented from attending the meeting may, by providing a written authorisation, be represented by a proxy.
§ 7-6 Minutes
Minutes of the annual meeting are to be kept. the minutes are to be signed by the two elected representatives of the members attending the meeting. A copy of the minutes is to be sent to all the members.
§ 8 EXTRAORDINARY ANNUAL MEETING
If requested by the executive board, at least 10% of the members or members that represent at least 15% of the total number of votes, the executive board may convene an extraordinary annual meeting by giving 14 days' notice of this. In extraordinary cases which require immediate decisions, this notice can be reduced to three days.
Extraordinary annual meetings may only pass resolutions on the matters stated in the notice of the meeting.
Extraordinary annual meetings are to be held in Oslo or Ullensaker municipalities, unless otherwise stipulated by a previous annual meeting.
§ 9 THE EXECUTIVE BOARD
§9-1 The executive board's tasks
The Association is led by an executive board that is responsible for the general management in accordance with the Association's statutes and resolutions passed by annual meetings. The executive board shall determine plans and budgets for the Association's operations, including:
1. planning the Association's activities and being responsible for carrying these out in accordance with the Association's objectives;
2. preparing and implementing the annual meeting's resolutions, including administering the authorisations granted by the annual meeting and resolutions;
3. ensuring the day-to-day management and that the Association's resources are properly managed;
4. ensuring that the assets are managed satisfactorily.
The executive board hires the Association's chief executive officer and determines his/her employment conditions, including whether he/she is to be employed for a fixed term. The executive board may also terminate the chief executive officer's employment relationship.
Chapter 6, II, of the Norwegian Private Limited Companies Act applies to the executive board's work and procedures in so far as it is relevant.
§9-2 The composition of the executive board
The executive board consists of six members, of whom one is the chairman of the board and one is the deputy chairman. At least three alternate members are also elected.
§ 9-3 Elections and term of office
Members of the executive board are elected from among those who are professionally qualified managers in accordance with §4-2. Apart from those who are qualified according to §4-2, up to two board members and their alternate members may be elected from among other persons.
The members are to be elected by the annual meeting in individual elections and are elected for two years at a time. A board member is entitled to resign before the expiry of the election period if special grounds for this exist.
§ 9-4 Other rules
The board is quorate when at least four members/alternate members are present. A board resolution is a proposal that at least four of those attending the meeting have voted in favour of. The board is to be convened by the chairman or, in his/her absence, by the deputy chairman. Should a board member be unable to attend, the alternate members are to be summoned in the order in which they have been elected. The board shall be convened at the request of a member or the chief executive officer.
§ 9-5 Exemption
The executive board may in individual cases grant exemptions from the statutes in relation to issues that are not of such a fundamental or important nature that they have to be dealt with by the annual meeting.
§ 9-6 Signing for the Association
The executive board's chairman acting alone or two of the executive board members acting jointly may sign for the Association .
§ 9-7 Groups, boards and committees
The executive board may appoint a board committee consisting of a chairman, deputy chairman and a board member to continuously follow up board issues. The executive board may appoint other boards and committees and delegate tasks to these by preparing instructions.
§ 10 REMUNERATION TO EMPLOYEE REPRESENTATIVES
The remuneration payable to employee representatives is to be determined by the annual meeting.
§ 11 FEE
The fee is to be determined by the annual meeting. The fee is payable in advance each year.
The fee is to be calculated on the basis of the number of man-years as at 31 December of the previous year. For new members, it is to be calculated on the basis of the member's number of man-years when the member is admitted. The fees of members that are admitted during the year are to be calculated pro rata.
Fees are to be paid for hired consultants unless these form part of other members' stated man-years. Branch offices in Norway are to be counted as part of the member. Employees who reside permanently abroad are not to be included in the calculations.
Groups, as these are defined in the Norwegian Partnerships Act and Private Limited Companies Act, may be members and pay fees to the Association of Consulting Architects in Norway on a group basis.
For 2006, a separate fee is to be stipulated for the previous mini-subscribers in NPA ANS who become members of Association of Consulting Architects in Norway in 2006, cf § 4-6.
In the case of overdue payment, the member shall pay interest on overdue amounts in accordance with the Act relating to interest on overdue payments. Normal reminder charges are payable if reminders have to be sent.
If fees and accrued interest are not paid following the second reminder, this provides grounds for excluding the member.
§ 12 OWNERSHIP OF FIRMS
Association of Consulting Architects in Norway may own all or part of firms connected with the carrying out of its activities, cf §3.
§ 13 WITHDRAWAL
A member that wishes to withdraw from Association of Consulting Architects in Norway must notify the administration of this in writing by 1 September in order not to be liable for the next year's fees. The membership will be terminated on 31 December of the year when the member sends the withdrawal notice.
§ 14 CONTRAVENTION OF THE STATUTES
§ 14-1 General rules
Should a member fail to meet the statutes' membership requirements, cf §4, or fail to pay the stipulated fee by a reasonable deadline, cf §11, this provides grounds for a warning and possibly also a fee related to dealing with the matter or to exclusion following a decision by the executive board. Such a decision to exclude a member may be appealed against to the annual meeting. The executive board may decide that a decision to exclude a member, and possibly the reasons for it, shall be made known to persons other than those to which the decision refers. Regarding exclusion due to the member's conduct, cf §14-2.
If excluded, the member undertakes to pay the fee to Association of Consulting Architects in Norway up to and including the year in which the exclusion took place. The fee will not be reduced due to the membership not being in force for the entire year.
§ 14-2 Exclusion due to conduct
The contract committee, which is appointed by the executive board, is authorised to recommend the exclusion of a member if there has been a serious contravention of Association of Consulting Architects in Norway's code of business conduct. Such a decision requires a unanimous decision by the committee. The proposed resolution is to be submitted to the executive board which is to discuss it and decide on the exclusion. A decision by the executive board to exclude a member may be appealed against to the annual meeting.
§ 14-3 Procedural rules relating to compliance with the code of business conduct
When a complaint is received, the member to which it refers shall be informed of this in writing, stating the reasons for the complaint, including the basis for it. The member shall be given sufficient time to state its views. The complainant and member shall receive a copy of the correspondence and, to the extent necessary, be given an opportunity to state their views.
Once the contract committee finds there is sufficient information on the matter, including if a party does not reply to inquiries, it is to recommend a decision on the matter. The executive board is to discuss this and reach a decision, after which the member and complainant are to be notified of this decision in writing. They shall also be notified of their opportunity to appeal against the committee's decision to the annual meeting.
An executive board decision to exclude a member can be appealed against to the annual meeting. Such a written, reasoned appeal must be sent to the Association's chief executive officer within 30 days of the executive board notifying the member of the decision.
The executive board is obliged to inform the member and the committee about the appeal.
§ 15 ASSET MANAGEMENT - ACCOUNTS AND AUDITS
Association of Consulting Architects in Norway's financial assets are to be managed by the administration under the control of the executive board in accordance with decisions made by the executive board or the annual meeting.
Accounts are to be kept in accordance with Norwegian law and generally accepted accounting principles. The board's proposal relating to the annual report and accounts shall be presented by 1 March of the year following the financial year.
Association of Consulting Architects in Norway shall have a state-authorised or registered auditor who is to be elected by the annual meeting.
§ 16 DISSOLUTION OF ASSOCIATION OF CONSULTING ARCHITECTS IN NORWAY
The executive board or at least 10% of the members or members that represent at least 10% of the total number of votes may propose the dissolution of Association of Consulting Architects in Norway.
A resolution to dissolve Association of Consulting Architects in Norway requires a ¾ majority of the votes at the annual meeting, cf §7-5. In order for the dissolution to be final, this resolution must be voted on at an extraordinary annual meeting held at least three months after the resolution has been passed.
If a resolution to dissolve Association of Consulting Architects in Norway has been passed, the annual meeting is to elect a board of liquidators that, together with the administration, shall wind up the Association. The board of liquidators' and administration's powers shall be the same as those which the executive board and administration have in the case of ordinary operations. The annual meeting shall also elect a committee to take care of the archives, assets and savings.
Savings may be used to establish a new organisation for the members of Association of Consulting Architects in Norway, or for purposes decided on by the members in connection with the resolution to dissolve the Association.