Passed by the annual meeting, 1 June 2021
CHAPTER 1: TYPE OF ENTERPRISE, PURPOSE, AREA OF ACTIVITY ET CETERA.
1.1 Name and organisation
1.1.1 The association's name is Gramo and it has its office in Oslo municipality..
1.1.2 Gramo is a self-owned and independent legal entity with members. Neither members nor others are entitled to the association's assets or property, or are liable for debts or other obligations.
1.2 Purpose and area of activity
1.2.1 Gramo's purpose is to monitor, promote and collectively manage the financially related rights of producers of sound recordings and performing artists that Gramo has been authorized to manage by law or by transfer, license or other agreement.
1.2.2 Gramo will handle the collective management in a responsible, efficient and open manner towards both rights holders and users.
1.2.3 Gramo shall be approved by the Ministry of Culture and Equality to collect and distribute remuneration for making it available to the public by public performance and transmission to the public of audio recordings, cf. the Copyright Act § 21.
1.2.4 Gramo may enter into agreements of representation, reciprocity and exchange with other collective renumeration agencies.
1.2.5 Gramo may take the practical administration of other areas of copyright – also for other rights holders.
1.2.6 Gramo does not have economic interests or do economic business activities for its members as a purpose.
1.3.1 The rights holders group producers of sound recordings
Producer of sound recordings - both physical and legal persons, who have the right to remuneration in accordance with the provisions of the Copyright Act § 21 and / or producer of sound recordings - both natural and legal persons, who have other music rights in the Copyright Act, can be admitted as members of Gramo .
1.3.2 The rights holders group performing artists
Performing artists who have the right to remuneration in accordance with the provisions of the Copyright Act § 21 and / or performing artists who have other music rights in the Copyright Act, may be admitted as a member of Gramo.
1.3.3 Withdrawal from Gramo must be in writing with effect from 1 January of the following year and with 3 months' notice.
1.3.4 The right of membership is void when a member no longer has an affiliation as described in section 1.3.1 or 1.3.2 above.
1.3.5 Gramo may require membership fees from its members. The size of the contingent is determined by the annual meeting. Members who owe a membership fee for more than one year do not have the right to vote or other rights, and the board can remove them as a member of Gramo.
1.4 Gramo's bodies
1.4.1 Gramo has the following bodies:
1.4.2 The board handles Gramo's internal control function unless the annual meeting decides otherwise.
1.4.3 The board may, when it deems it necessary, establish other bodies and committees to take care of specific tasks, and which report to the board.
CHAPTER 2: ANNUAL MEETING
2.1 General provisions
2.1.1 The annual meeting is Gramo's supreme authority.
2.1.2 The annual meeting can be conducted as a physical and / or electronic meeting. The board decides on the form of implementation, before the notice is sent.
2.1.3 The annual meeting is resolved with the number of voting members present or by proxy.
2.1.4 The chairman of the board or the person appointed by the board opens the annual meeting.
2.1.5 The person who opens the annual meeting must compile a list of the members who have attended, either by themselves or by proxy.
2.1.6 The annual meeting then elects a chairman who does not have to be a member of Gramo.
2.1.7 Unless otherwise decided, a decision shall, in order to be valid, be taken by a simple majority of the votes cast in each rightholder group.
2.1.8 The annual meeting can only deal with matters mentioned in the notice.
2.2 Members right of representation and voting rights et cetera
2.2.1 All members have the right to attend the annual meeting.
2.2.2 Each member can bring an adviser, who can be given the right to speak by the annual meeting.
2.2.3 Applications for membership must be received by Gramo no later than one week before an annual meeting for the rights holder to have the right to vote at this annual meeting.
2.2.4 Voting rights for producers of sound recordings
22.214.171.124 The right to vote at the annual meeting of the licensee group of producers of sound recordings is weighted according to last year's earned remuneration as follows:
1 000 000
1 999 999
2 000 000
4 999 999
5 000 000
The voting rights of individual members are limited to 18% of the votes of the producer members present.
2.2.5. Voting rights for performing artists
126.96.36.199 Voting rights at the annual meeting of the performing artists' rights holders group only belong to members who during the last three settlement years have been paid remuneration from Gramo.
2.2.6. In cases only concerning one group of rights holders, voting rights are only granted to members within the affected group of rights holders.
2.2.7. A member shall be able to exercise his membership rights electronically.
2.2.8. The board shall ensure satisfactory control of voting and participation when the right to vote and exercise membership rights is done electronically.
2.3 Authorised representative
2.3.1 All members have the right to appoint another person or entity as a representative, so that he or she can represent the member at the annual meeting and vote on behalf of the member. It is a prerequisite that the appointment of a representative does not lead to conflicts of interest.
2.3.2 The representative must submit a written and dated power of attorney. If the power of attorney is presented using electronic communication, a safe method must be used to authenticate the sender.
2.3.3 The power of attorney must be received by Gramo no later than one week before the annual meeting.
2.4 2.4 Right to attend and duty to attend for management
2.4.1 The chairman of the board and the general manager must be present at the annual meeting. In the event of a lawful absence, a deputy must be appointed. Other board members may be present at the annual meeting.
2.4.2 The board members and the general manager have the right to speak at the annual meeting.
2.5.1 The chair of the meeting shall ensure that minutes of the annual meeting are kept.
2.5.2 The annual meeting's decisions must be included in the minutes, stating the outcome of the votes.
The list of those present must be entered in or attached to the minutes.
2.5.3 The minutes are signed by two people elected by the annual meeting from among those present.
2.5.4 The minutes must be kept available to Gramo's members and kept safe.
2.6 Ordinary annual meeting
2.6.1 The ordinary annual meeting must be held within six months after the end of each fiscal year.
2.6.2 The ordinary annual meeting is prepared and convened by the board with at least 4 weeks' notice directly to the members with an electronic address in Gramo's membership register and in Gramo's own publication channels. The notice must state how the members are to have access to the annual meeting documents.
2.6.3 Proposals to be considered at the annual meeting must be received by the board by 1 March.
2.6.4 Complete agenda and annual meeting documents must be properly available to members at least 1 week before the annual meeting, and sent only to members who request it.
2.6.5 The ordinary annual meeting will consider the following matters:
(1) Election of chairman, speaker and two people to sign the minutes of the annual meeting
(2) Approval of annual report and annual accounts
(3) Auditor's report
(4) Approval of board fees
(5) Approval of fees to the auditor
(6) Freedom from responsibility for the board
(7) Election of board and deputies
(8) Election of nomination committee
(9) Election of a state-authorized public accountant
(10) Any other committees and commissions that the annual meeting may decide to establish;
(11) Any other matters from the board, submitted by the members or which according to the law or the articles of association belong to the annual meeting.
2.6.6 Ordinary annual meeting will, where relevant, decide:
(1) General principles for the distribution of remuneration to rights holders.
(2) General principles for the use of amounts that can not be distributed.
(3) General investment strategy for income from rights and any income from investment of this income.
(4) General principles for deductions from income from rights and any income from investment of this income, including deductions for the use of funds for collective distribution.
(5) The use of non-distributable amounts (collective funds)
(6) The risk management strategy
(7) Approval of purchase, sale or mortgaging of real estate.
(8) Approval of mergers and alliances, creation of subsidiaries and acquisition of other entities or shares or rights in other entities.
(9) Approval of borrowing, lending or loan guarantee.
(10) Approve annual transparency report.
2.6.7 In resolution cases that concern only one group of rights holders, the voting rights provisions in 2.2.6 apply.
2.7 Extraordinary annual meeting
2.7.1 The board may convene an extraordinary annual meeting.
2.7.2 The board must convene an extraordinary annual meeting when the auditor or at least one tenth of the members so request in writing in order to address a specific specified topic. The board shall ensure that the annual meeting is held within one month after the request has been made.
2.8 Nomination committee
2.8.1 The ordinary annual meeting shall elect a nomination committee which shall prepare and promote a recommendation for the election of board representatives.
2.8.2 The nomination committee shall consist of 5 members, each with their own personal deputy member.
2.8.3 2 of the 5 nomination committee members, as well as their deputies, are elected by members of the licensee group producers of audio recordings.
2.8.4 2 of the 5 nomination committee members, as well as their deputies, are elected by members of the licensee group of performing artists.
2.8.5 The chair of the nomination committee, as well as the deputy chair of the board, shall be independent of the licensee groups.
2.8.6 The committee's nomination to the chairman of the board, as well as the chairman's deputy member, is prepared by a joint nomination committee.
2.8.7 The committee's nomination on board members, as well as deputies belonging to the rights holders group producers of sound recordings, are prepared by the nomination committee members elected by this group.
2.8.8 The committee's nomination on board members belonging to the rights holders group of performing artists is prepared by the nomination committee members elected by this group.
2.8.9 Gender balance should be sought in the nomination.
2.8.10 At the annual meeting, representatives other than those nominated by the nomination committee may be proposed.
2.8.11 The board proposes representatives to Gramos' nomination committee for the annual meeting.
2.9 Amendment of the articles of association
2.9.1 Amendments to the articles of association require a 2/3 majority in both groups of rights holders and can only be made at an ordinary or extraordinary annual meeting after having been on the agenda.
2.9.2 In articles of association that only concern one group of rights holders, the voting rights provisions in 2.2.6 apply.
2.9.3 Amendments to the articles of association must be approved by the Ministry of Culture and Equality.
CHAPTER 3: GRAMO'S MANAGEMENT
3.1 The board
3.1.1 The board is Gramo's highest body between the annual meetings.
3.1.2 Gramo shall have a board consisting of 7 members as well as personal deputy board members.
3.1.3 3 board members, as well as their personal deputy board members, are elected by members from producers of the audio recording rights holder group. A company and all its subsidiaries may have only one board member and one deputy board member. 3 board members as well as their personal deputy board members are elected by members of the performing artists' licensee group.
3.1.4 The seventh board member shall be Gramo's independent chairman of the board and be elected by a simple majority within both licensee groups.
3.1.5 If a simple majority is not obtained in both rightholder groups for the election of the chairman of the board, the election shall take place in accordance with the nomination committee's recommendation, but only if it is unanimous. Otherwise, the chairman shall request the Ministry of Culture to appoint a chairman of the board.
3.1.6 The six ordinary board members and deputies are elected for one year at a time, while the chairman of the board is elected for two.
3.1.7 The board itself elects the first and second deputy chairmen based on each of the licensee groups. These positions rotate annually between the two rights holder groups.
3. 2 The management of the enterprise
3.2.1 Gramo's management is part of the board. The board must ensure a sound organization of the business.
3.2.2 The board will determine plans and budgets for Gramo's operations. The board can also set guidelines for the business.
3.2.3 The board must keep abreast of Gramos 'financial position, and is obliged to ensure that Gramos' operations, accounts and asset management are subject to satisfactory control.
3.2.4 The board implements the investigations it deems necessary to be able to perform its tasks. The board shall initiate such investigations if one or more of the board members so require.
3.3. Instructions for general manager
3.3.1 The board can set instructions for the general manager.
3.4 The board's case processing
3.4.1 The board shall consider matters in a meeting, unless the chairman of the board finds that the matter can be submitted in writing or dealt with in another reassuring manner. The annual accounts and annual report shall be considered in a meeting.
3.4.2 The chairman of the board shall ensure that the board members can, as far as possible, participate in an overall consideration of matters that are dealt with without a meeting. The board members and the general manager may demand meeting treatment.
3.4.3 The board proceedings are led by the chairman of the board. If neither the chairman of the board nor the deputy chairman participates, the board elects a chairman for board consideration.
3.4.4 The general manager has the right and duty to participate in the board's processing of cases and to express an opinion, unless otherwise decided by the board in the individual case.
3.5 When may the board make a decision
3.5.1 The board can make a decision when more than half of the members are present or participate in the board's deliberations.
3.5.2 However, the board cannot make a decision without all the board members being given the opportunity to participate in the consideration of the case as far as possible.
3.5.3 If anyone is absent, the deputy member must be called in. The board may grant deputies the right to attend.
3.6 Majority requirements
3.6.1 A decision by the board requires that the majority of the board members participating in the consideration of a proposal have voted in favor.
3.6.2 In the event of a tie, the chair's vote applies.
3.7.1 A board member must not participate in the consideration or decision of issues that have such special significance for his or her own part or for any close relatives that the member must be considered to have a prominent personal or financial special interest in the case. The same applies to the general manager. When deciding whether someone is related under this provision, the Companies Act § 1-5 applies correspondingly.
3.7.2 A board member or a general manager must also not participate in a case concerning a loan or other credit to himself or a guarantee for his own debt.
3.8 Abuse of position
3.8.1 The Board and others representing Gramo must not do anything that is likely to give some of Gramo's members or others an unreasonable advantage at the expense of other members or Gramo.
3.8.2 The board and the general manager must not comply with any decision of the annual meeting or another body if the decision is contrary to law or to Gramos' articles of association.
3.9 Board minutes
3.9.1 Minutes must be kept of the board proceedings. It must at least state the time and place, the participants, the method of treatment and the decisions of the board.
3.9.2 If the board's decision is not unanimous, the number of votes must be stated.
3.9.3 Board members and general managers who do not agree with a decision may demand that their opinion be entered in the minutes.
3.9.4 The minutes shall be signed by the board members who have participated in the board proceedings.
3.10.1 The general manager is responsible for the day-to-day management of Gramo's operations and must follow the guidelines and instructions given by the board.
3.10.2 The day-to-day management does not include matters which, according to Gramos' circumstances, are of an unusual nature or of great importance.
3.10.3 The general manager can otherwise decide a matter by authorization from the board in the individual case, or when the board's decision cannot be awaited without significant inconvenience to Gramo. The board shall be notified of the decision as soon as possible.
3.10.4 The general manager must ensure that Gramos' accounts are in accordance with law and regulations, and that the asset management is arranged in a reassuring manner.
3.11 Duties of the general manager to the board
3.11.1 The general manager shall, at least every three months, in a meeting or in writing, inform the board of Gramos' activities, position and profit development.
3.11.2 The board or a board member may at any time demand that the general manager give the board a more detailed account of specific matters.
3.12 Preparation of cases and notification
3.12.1 The general manager prepares matters to be dealt with by the board in consultation with the chairman of the board. A case must be prepared and presented so that the board has a satisfactory basis for consideration.
3.12.2 Board processing is notified in an appropriate manner and with the necessary deadline.
3.13 External representation
3.13.1 The board represents Gramo externally and signs for the enterprise.
3.14 Authorization to sign for Gramos
3.14.1 The board may give board members, the general manager or named employees the right to sign on behalf of Gramo
3.14.2 The right to sign on Gramos' behalf may be revoked at any time. The power of attorney stipulated in the articles of association can be revoked by the board when the decision of the annual meeting cannot be awaited without harm to Gramo.
3.14.3 The provisions on incapacity apply correspondingly to signings that are not the general manager or a member of the board.
3.15 General manager's external representation
3.15.1 The general manager has Gramos' power of attorney.
3.15.2 The general manager represents Gramo externally in matters that are part of the day-to-day management.
CHAPTER 4: ACCOUNTS, AUDIT, REPORTING ET CETERA
4.1.1 Gramo's fiscal year is the calendar year.
4.1.2 The accounts shall be audited by a state-authorized public accountant, cf. section 4.2.
4.2.1 The annual meeting must elect a state-authorized public auditor. The board proposes an auditor for the annual meeting.
4.2.3 The annual meeting must approve the remuneration of the auditor.
4.2.4 The auditor serves until another auditor is elected.
4.2.5 If the auditor's assignment ceases before the end of the term of office, the board shall without delay ensure the election of a new auditor, who will work until the first annual meeting. The same applies if the auditor is no longer a state-authorized public accountant.
4.2.6 The auditor shall, for each financial year, submit an audit report to the annual meeting.
4.2.7 The auditor shall attend the annual meeting when the matters to be dealt with are of such a nature that this must be considered necessary. In other respects, the auditor has the right to attend the annual meeting.
CHAPTER 5: DISSOLVING OF GRAMO, ENTRY INTO FORCE, ET CETERA.
5.1.1 Dissolving of Gramo can only be considered at the annual meeting, and requires a 2/3 majority in both rights holders groups. The liquidation will be confirmed at a new annual meeting by a simple majority in both rights holders groups.
5.1.2 The decision of dissolcing must contain a provision on how Gramos' assets and any liabilities are to be distributed.
5.2. Entry into force and transitional provisions
5.2.1 These articles of association enter into force when they have been approved by the Ministry of Culture and Equality - but not earlier than 1 January 2022.