§ 1 The association

The name of the association is Gramo. The association was established on 7 June 1989 in Oslo by the following licensee organisations:

  • FONO

  • IFPI Norway

  • Norwegian Musicians' Association

  • Norwegian Society of Music Artists

  • Norwegian Actors' Association

  • The Actors' Association of 1978

The association is independent and is based in Oslo.


§ 2 Purpose

Gramo's primary purpose is to negotiate, collect, manage and distribute remuneration to producers and performing artists when their sound recordings are broadcast or publicly performed in Norway, cf. Act of 12 May 1961 no. 2 on copyright in intellectual property, etc. (Copyright Act) § 21.

Gramo may also collect, manage and distribute other types of remuneration that accrue to the same licensees. The same also applies to funds which, in other ways than by individual distribution, will benefit the licensee groups.

Gramo does not have a financial profit for the purpose, as the remuneration collected shall be paid to the licensees as described in § 10.


§ 3 Membership

Anyone who has the right to remuneration in accordance with the provisions of section 21 of the Copyright Act may be admitted as a member of Gramo.

Withdrawal from Gramo takes place in writing with effect from 1 January of the following year and with 3 months' notice.

The right of membership lapses when a member is no longer the holder of the right to remuneration in accordance with section 21 of the Copyright Act with regulations.


§ 4 Approval of licensee organisations

Licensee organisation that represents Norwegian practitioners or producers can be admitted as a licensee organisation in the association. The board decides on admission with emphasis on the applicant's purpose and activities, as well as whether the applicant has a reasonable number of paying, eligible members. The board may issue special provisions in regulations.

Rejection of the application can be appealed to the general meeting within the current proposal deadline.


§ 5 Management

Pursuant to section 21 of the Copyright Act, Gramo manages remuneration rights for broadcasting and other public performances that take place in Norway of protected sound recordings. This includes both Norwegian and foreign licensees, and regardless of membership in Gramo.

Members of Gramo confirm the administration via the membership application, and can at the same time - preferably on a global basis - transfer the corresponding administrative right for performance that takes place abroad. Changes in the geographical extent of administrative law must be made in writing with effect from
1 January and with 3 months' notice.

Gramo may administer rights other than the right to remuneration in accordance with section 21 of the Copyright Act. This presupposes a special administrative contract with the members or with the interest organisation that represents their rights.


§ 6 The General Meeting

The General Assembly is Gramo's highest body.

The Annual General Meeting will be held during the first half of the year. Proposals for the general meeting must be received by the board by 1 February. The notice of the general meeting, with any proposals, is sent by e-mail no later than 1 month before the meeting. At the same time, the annual report and case documents are made available for dispatch on request and for download via Gramo's website on the Internet.

The right to vote at the general meeting only belongs to practitioner members who during the last three settlement years have earned remuneration from Gramo.

The right to vote at the general meeting for the producers' licensee group is weighted after last year's earned remuneration as follows:

Remuneration / year (NOK)

Votes

From

To

1

9 999

1

10,000

49 999

5

50 000

99 999

10

100,000

499 999

50

500 000

999 999

100

1,000,000

1 999 999

200

2,000,000

4,999,999

400

5,000,000

unlimited

500

The voting rights of individual members are limited to 18% of the votes of the producer members present. Producer members who are members of one and the same industry / interest organisation may not elect more than two members to the board.

Applications for membership must be received by Gramo no later than one week before the general meeting in order for the person in question to be able to vote at the relevant general meeting.

Eligible members who during one of the last three settlement years have received a settlement greater than NOK 1,000 may authorise another member or their licensee organisation.

To be valid, proxies to the general meeting must be received by Gramo no later than one week before the general meeting. After this time, proxies may not be withdrawn in any other way than by personal attendance at the general meeting.

Only proxies issued in connection with the general meeting in question are valid.

Proxy cards issued by Gramo must be used.

All members, administration and licensees' organisation have the right to attend, speak and make proposals at the general meeting.

The agenda for the annual general meeting must include the following items:

  • Constitution of the meeting

  • Election of chairman, speakers and two to sign the minutes of the meeting

  • Annual report

  • Annual accounts

  • Auditor's report

  • Approval of board fees

  • Approval of fees to the auditor

  • Discharge of responsibility for the board

  • Election of board and deputies

  • Election of a state-authorised public accountant

  • Election of two persons with deputies to a committee for control of the management of the association

  • Election of a nomination committee consisting of five members, with a committee chair who is independent of the licensee groups (cf. § 8, 2nd paragraph, last sentence, and otherwise two from each sector)

  • Any other matters from the board or submitted by the members

The two groups of licensees, the practitioners and the producers, shall have an equal weight of votes at the general meeting, so that matters to be dealt with jointly require a simple majority within both groups in order to be adopted.

The board may convene an extraordinary general meeting by a simple majority. The board shall convene an extraordinary general meeting when this is necessary, or when at least 15% of the votes in the practitioner group or 30% of the votes in the producer group, require this in writing to Gramo.

It is convened in the same way as an ordinary general meeting with at least 30 days' notice.


§ 7 The work of the Nomination Committee

The Nomination Committee shall submit to the general meeting a recommendation for the following elections:

  • Election of chairman

  • Election of board. For the board elections, the chairman of the board with a deputy member of the nomination committee is nominated in plenary, while the recommendation for the other three plus three board members with deputies is based on sectoral nomination from a two-part committee.

  • Election of a state-authorised public accountant

  • Election of control committee

The recommendations must be substantiated in writing, and must be ready for distribution / publication together with the other annual meeting papers.

The general meeting's election of the nomination committee takes place on the recommendation of the outgoing board.

Election of counting corps and representatives to sign the minutes is prepared by the administration.


§ 8 The board and sector committee

a) Composition of the board
Gramo shall have a board consisting of 7 members with personal deputies.

3 members are elected by the producers 'licensee group and 3 members by the practitioners' group. Only practitioner members vote on the election of representatives from their group of licensees. Similarly, only producer members vote on the election of representatives from their licensee group.

The seventh member shall be independent of both the producers 'and practitioners' licensee groups. By independent is meant that the person in question is not affiliated with any of the approved licensee organisations, nor is he a member of Gramo.
The seventh member is elected by the general meeting by a simple majority within both groups.

If a simple majority is not obtained in both rightholder groups for an independent member, the election of an independent member 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 this member.

The six ordinary board members and deputies are elected for one year at a time, while the independent member is elected for two, and shall be the chairman of the board. The board itself elects the first and second deputy chairmen based on each of the licensee groups, and these positions rotate annually between the two groups.

b) The board's tasks
The management of the association is part of the board. The board shall ensure a sound organisation of the business and shall supervise the director and the day-to-day operations.

The board has a quorum when at least 4 members are present. Minutes shall be kept of the board's meetings.

The board appoints a director, determines position instructions and gives authorisations. The association's company is subscribed by the board. The board may grant and revoke the right of the chairman of the board and the first deputy chairman jointly, or the director, to sign the association's company. The board can issue a power of attorney.

c) Sector
committees In addition to the board, Gramo also has its own sector committees that deal with matters concerning the individual licensee group. There is a sector committee for each of the licensee groups; an executive sector committee and a producer sector committee. The sector committees are not independent legal bodies.

Each of the sector committees consists of 6 people; the annually elected board and deputy members within each licensee group. The sectors have a quorum when at least 4 members are present. Minutes shall be kept of the sectors' meetings.

If members of the sector committees should resign for various reasons, the sector has the right to appoint a replacement. In the event of disagreement within the sector, the board elects a replacement.

Individual distribution of remuneration funds within each group of licensees shall take place in such a way that each sector determines distribution criteria and distributes its share of the income without interference from the other sector.

Appropriations for collective purposes are made by the respective sector committees, which are appointed by the board. The board shall control the sectors' allocations before disbursement can be effected.


§ 9 Daily management

The director leads the association's daily operations according to instructions given by the board.

Matters that are of an unusual nature or of great importance to the association must always be submitted to the board. If such a submission cannot be made without this being a significant disadvantage, the director has the authority to make a decision in consultation with the chairman of the board or in his absence with the deputy chairman. The board shall be notified of the decision as soon as possible.

The director represents the association externally in matters that are part of the day-to-day management.

The director or the person specifically authorised by the director may represent Gramo in connection with the legal collection of remuneration.

The director employs administrative personnel within the framework set by the board.


§ 10 Remuneration

The remuneration, as regulated in the Copyright Act § 21, is distributed equally between the two rights holder groups.

The association also distributes funds for collective purposes in accordance with law and regulations.

Distribution of other remuneration follows the distribution rules established for these.

Remuneration collected in accordance with Article 2 of the Articles of Association shall, less administrative costs, be distributed in full to the licensees. To the extent that individual distribution is not feasible, the funds shall benefit the right holders by the funds being distributed for collective purposes, cf. the second paragraph of this provision.


§ 11 Dissolution

In the event of a dissolution of the association, the association's funds shall accrue to the licensees. To the extent that individual distribution is not feasible, the funds shall accrue to collective purposes, as described in § 9.


§ 12 Accounting

The financial year follows the calendar year.

The accounts shall be audited by a state-authorised public accountant.


§ 13 Articles of Association

Amendments to the articles of association require a 2/3 majority in both licensee groups.

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


Approved by the Constituent General Meeting on 7 June 1989 with amendments, most recently at the Annual General Meeting on 29 May 2017. The amendments to the Articles of Association have been approved by the Ministry of Culture in a letter dated 20 June 2017.

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